83 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: 1.00% Convertible Senior Notes due 2029 — Refer to Notes 1 and 11 to the financial statements
+Added: Revenue recognition - Identification of performance obligation - Refer to Note 1 to the financial statements
Critical Audit Matter Description
−Removed: In November 2024, the Company completed a private offering of $172.5 million of 1.00% Convertible Senior Notes due in 2029 (the “Notes”).
−Removed: The Notes include conversion, redemption and additional features and the Company evaluated these features to determine if they are required to be bifurcated and accounted for separately from the Notes.
−Removed: The Company recognized the issuance of the Notes as a single liability at face value less unamortized debt issuance costs.
−Removed: In connection with the issuance of the Notes, the Company entered into convertible note hedge and warrant transactions.
−Removed: The Company recognized the note hedge and warrant transactions as equity instruments.
−Removed: We identified management’s accounting evaluation and conclusions related to the Notes, including the Notes conversion, redemption and additional features, and the Company’s convertible note hedge and warrant transactions as a critical audit matter due to complex judgments required by management to determine the appropriate accounting treatment.
−Removed: This required a high degree of auditor judgment and an increased extent of effort, including the involvement of professionals in our firm having expertise in debt, equity transactions, and freestanding financial instruments when performing audit procedures to evaluate the accounting conclusion.
+Added: Many of the Company’s sales contracts contain multiple performance obligations, with a combination of hardware systems, software products, support and maintenance, and professional services.
+Added: To identify its performance obligations, the Company considers all products or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.
+Added: This evaluation also requires management to determine if the goods or services identified as performance obligations are distinct.
+Added: Where a good or service is determined not to be distinct, the Company combines the good or service with other promised goods or services until a bundle of goods or services that is distinct is identified.
+Added: We determined the identification of distinct performance obligations in the recognition of revenue related to contracts that contain multiple products or services as a critical audit matter due to significant judgments required by management to determine distinct performance obligations that should be accounted for separately.
+Added: Accordingly, performing audit procedures related to these revenue contracts required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to management’s accounting evaluation and conclusions of the Notes and convertible note hedge and warrant transactions included the following, among others:
−Removed: • We tested the effectiveness of the control over management’s review of complex, non-routine transactions that includes accounting for debt and equity instruments.
−Removed: • With the assistance of professionals in our firm having expertise in debt and equity transactions and freestanding financial instruments, we evaluated management’s accounting considerations and conclusions under accounting principles generally accepted in the United States of America (“GAAP”), regarding the accounting for the Notes and convertible note hedge and warrant transactions.
−Removed: • We evaluated whether the assertions and assumptions made by management supporting their conclusions regarding the accounting for the Notes and convertible note hedge and warrant transactions were consistent with the underlying agreements and the evidence obtained in other areas of the audit.
−Removed: • We evaluated the disclosures related to the accounting for the Notes and convertible note hedge and warrant transactions for conformity with the relevant requirements under GAAP.
+Added: Our audit procedures related to the identification of distinct performance obligations included the following, among others:
+Added: • We tested the effectiveness of internal controls over revenue recognition, including those related to management’s identification and assessment of distinct performance obligations in revenue contracts.
+Added: • Evaluated management’s technical accounting policies and practices including the reasonableness of management’s judgments and assumptions in the determination of whether the products and services represent distinct performance obligations.
+Added: • Tested the reasonableness of the identification of distinct performance obligations through inspection of a selection of customer contracts and other source documents.
/s/ Deloitte & Touche LLP
69 unchanged sentences
45,027 and 46,382 shares outstanding, respectively
−Removed: Treasury stock at cost, 10,283 shares outstanding
+Added: Treasury stock at cost, 12,806 and 10,283 shares outstanding, respectively
( 368,307 ) ( 290,319 )
25 unchanged sentences
Income (loss) before income taxes 11,325 25,593 ( 20,108 )
−Removed: Provision for (benefit from) income taxes 13,062 263 ( 8,101 )
+Added: Provision for income taxes 9,273 13,062 263
Net income (loss) $ 2,052 $ 12,531 $ ( 20,371 )
26 unchanged sentences
Balances as of December 31, 2022 55,030 $ 55 ( 10,283 ) $ ( 290,319 ) $ 1,046,760 $ 390,728 $ ( 17,087 ) $ 1,130,137
−Removed: Net income — — — — — 5,648 — 5,648
−Removed: Other comprehensive loss — — — — — — ( 8,680 ) ( 8,680 )
−Removed: Stock repurchases — — ( 389 ) ( 52,210 ) — — — ( 52,210 )
−Removed: Share-based compensation — — — — 68,247 — — 68,247
−Removed: Issuance of common stock under employee stock plans 957 1 — — 40,181 — — 40,182
−Removed: Tax payments related to restricted stock units — — — — ( 13,506 ) — — ( 13,506 )
−Removed: Cumulative effect of a change in accounting principle related to convertible debt — — — — ( 72,742 ) 16,509 — ( 56,233 )
−Removed: Balances as of December 31, 2022 55,030 55 ( 10,283 ) ( 290,319 ) 1,046,760 390,728 ( 17,087 ) 1,130,137
Net loss — — — — — ( 20,371 ) — ( 20,371 )
14 unchanged sentences
Balances as of December 31, 2024 56,665 $ 57 ( 10,283 ) $ ( 290,319 ) $ 1,167,882 $ 382,888 $ ( 17,195 ) $ 1,243,313
+Added: Net income — — — — — 2,052 — 2,052
+Added: Other comprehensive income — — — — — — 8,341 8,341
+Added: Share-based compensation — — — — 46,912 — — 46,912
+Added: Issuance of common stock under employee stock plans 1,168 1 — — 16,867 — — 16,868
+Added: Tax payments related to restricted stock units — — — — ( 7,684 ) — — ( 7,684 )
+Added: Common stock repurchases, including excise tax — — ( 2,523 ) ( 77,988 ) — — — ( 77,988 )
+Added: Balances as of December 31, 2025 57,833 $ 58 ( 12,806 ) $ ( 368,307 ) $ 1,223,977 $ 384,940 $ ( 8,854 ) $ 1,231,814
The accompanying notes are an integral part of these Consolidated Financial Statements.
8 unchanged sentences
Depreciation and amortization 78,795 82,232 87,319
−Removed: Loss on disposal of property and equipment 978 2,572 678
+Added: Loss on disposal of assets 488 978 2,572
Share-based compensation expense 44,502 39,316 55,300
2 unchanged sentences
Impairment and abandonment of operating lease right-of-use assets related to facilities — — 9,998
−Removed: Impairment of internal-use and external-use software development costs, net — — 1,275
+Added: Impairment of external-use software development costs 599 — —
Impairment of certain long-lived assets — — 1,014
18 unchanged sentences
Investing Activities
+Added: Asset acquisition ( 2,430 ) — —
External-use software development costs ( 17,518 ) ( 16,330 ) ( 13,542 )
Purchases of property and equipment ( 40,415 ) ( 36,463 ) ( 41,474 )
−Removed: Business acquisitions, net of cash acquired — — ( 3,392 )
−Removed: Purchase price adjustments from business acquisitions — — 5,463
Net cash used in investing activities ( 60,363 ) ( 52,793 ) ( 55,016 )
1 unchanged sentence
Payments for debt issuance costs for revolving credit facility — — ( 2,967 )
+Added: Repayment of convertible senior notes due 2025 ( 175,000 ) — —
Proceeds from issuance of convertible senior notes, net of issuance costs — 166,272 —
5 unchanged sentences
Employees’ taxes paid related to restricted stock units ( 7,684 ) ( 4,827 ) ( 7,366 )
−Removed: Stock repurchases — — ( 52,210 )
+Added: Common stock repurchases ( 77,600 ) — —
Change in customer funds, net 25,099 ( 3,596 ) 10,537
16 unchanged sentences
Cash paid for interest $ 2,201 $ 1,624 $ 1,438
−Removed: Income taxes paid, net of refunds received
−Removed: $ 11,279 $ 20,209 $ 19,005
−Removed: Supplemental disclosure of non-cash investing activities
+Added: Supplemental disclosure of non-cash investing and financing activities:
Unpaid purchases of property and equipment $ 2,271 $ 1,031 $ 877
−Removed: Transfers between inventory and property and equipment, net $ — $ — $ 314
+Added: Excise tax payable on common stock repurchases $ 388 $ — $ —
The accompanying notes are an integral part of these Consolidated Financial Statements.
25 unchanged sentences
The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer.
−Removed: The CODM allocates resources and evaluates the performance of the Company at the consolidated level using the Company’s consolidated net income.
−Removed: In addition, the CODM is provided with certain segment assets, primarily those that impact liquidity, as well as certain significant expenses.
+Added: The CODM allocates resources and evaluates the performance of the Company at the consolidated level using the Company’s consolidated net income (loss).
+Added: 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 the Company as one operating segment, which is the same as its reporting segment.
17 unchanged sentences
Solutions in this category include, but are not limited to, XT Series automated dispensing systems and products related to the Central Pharmacy Dispensing Service and IV Compounding Service.
−Removed: Medication adherence packaging, labeling, and other one-time use packaging including multimed adherence packaging and single dose blister cards, which are used by retail, community, and outpatient pharmacies, as well as by institutional pharmacies serving long-term care and other sites outside the acute care hospital, are designed to improve patient engagement and adherence to prescriptions.
+Added: Medication adherence packaging, labeling, and other one-time use packaging including multi-medication adherence packaging and single-dose blister cards, which are used by retail, community, and outpatient pharmacies, as well as by institutional pharmacies serving long-term care and other non-acute healthcare facilities, and are designed to improve patient engagement and adherence to prescriptions.
Technical services.
−Removed: Post-installation technical support and other related services (support and maintenance), including phone support, on-site service, parts, and access to unspecified software updates and enhancements, if and when available.
+Added: Post-installation technical support and other related services (support and maintenance), including phone and/or web support, on-site service, parts, and access to unspecified software updates and enhancements, if and when available.
This revenue category is often supported by multi-year or annual contractual agreements.
Software as a Service (“SaaS”) and Expert Services.
−Removed: Emerging software and service solutions which are offered on a subscription basis with fees typically based either on transaction volume or a fee over a specified period of time.
+Added: Software and service solutions which are offered on a subscription basis with fees typically based either on transaction volume or a fee over a specified period of time.
Solutions in this category include, but are not limited to, EnlivenHealth ® , Specialty Pharmacy Services, 340B solutions, Inventory Optimization Service, other software solutions, and services related to the Central Pharmacy Dispensing Service and IV Compounding Service.
78 unchanged sentences
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.
−Removed: During the 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 the Company’s total consolidated revenues.
+Added: During the 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 the Company’s total consolidated revenues.
Contract Assets and Contract Liabilities
15 unchanged sentences
Costs to obtain a contract are allocated amongst performance obligations and recognized as sales and marketing expense consistent with the pattern of revenue recognition.
−Removed: In accordance with GAAP, while certain compensation elements are expensed as incurred, a portion of the pool’s capitalized asset is recorded as an expense over the first seven quarters after
−Removed: booking, which represents the estimated period during which the product revenue associated with the contract is recorded.
+Added: In accordance with GAAP, while certain compensation elements are expensed as incurred, a portion of the pool’s capitalized asset is recorded as an expense over the first seven quarters after booking, which represents the estimated period during which the product revenue associated with the contract is recorded.
The remaining capitalized contract costs are recorded as expense ratably over the ten year estimated initial and renewal service periods.
35 unchanged sentences
Funds Held for Customers and Customer Fund Liabilities
−Removed: The Company offers certain products and services in which it is customary for pharmacies or insurance payors to owe funds to the Company which are collected on behalf of, and, after a short holding period, disbursed to, the Company’s customers.
−Removed: The Company presents amounts due from pharmacies and amounts due to be disbursed to customers on a gross basis within other current assets and accrued liabilities, respectively, in the Consolidated Balance Sheets, as such amounts are expected to be settled within one year.
+Added: The Company offers certain products and services in which it is customary for insurance payors to submit funds to the Company which are collected on behalf of, and, after a short holding period, disbursed to, the Company’s customers.
+Added: The Company presents amounts collected from insurance payors and amounts due to be disbursed to customers on a gross basis within other current assets and accrued liabilities, respectively, in the Consolidated Balance Sheets, as such amounts are expected to be settled within one year.
Generally, any funds received from the pharmacies or insurance payors that are held by the Company are segregated from its other corporate cash accounts.
7 unchanged sentences
Government money market funds held in sweep and asset management accounts with financial institutions of high credit quality.
+Added: As of December 31, 2025, a substantial portion of the Company’s cash and cash equivalents were held with a limited number of financial institutions and money market funds, which may expose the Company to concentration risk in the event of a failure or adverse condition affecting those entities.
The Company continuously monitors the credit worthiness of the financial institutions in which it invests.
18 unchanged sentences
There are no minimum purchase requirements.
−Removed: contract with the Company’s supplier may be terminated by either the supplier or by the Company without cause and at any time upon delivery of six months ’ notice.
+Added: The contract with the Company’s supplier may be terminated by either the supplier or by the Company without cause and at any time upon delivery of six months ’ notice.
Purchases from this supplier were $ 93.9 million, $ 59.1 million, and $ 65.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.
10 unchanged sentences
Costs incurred in the application development phase are capitalized and amortized over their useful lives, which is generally five years .
−Removed: Costs recognized in the preliminary project phase and the post-implementation phase are expensed as incurred.
−Removed: The Company capitalized $ 28.5 million and $ 32.2 million of costs related to the application development of enterprise-level software and its subscription and cloud-based offerings, which are included in property and equipment during the years ended December 31, 2024 and 2023, respectively.
+Added: Costs incurred in the preliminary project phase and the post-implementation phase are expensed as incurred.
+Added: During the years ended December 31, 2025 and 2024, the Company capitalized $ 28.3 million and $ 28.5 million, respectively, of costs related to the application development of enterprise-level software and its subscription and cloud-based offerings, which are included in property and equipment.
Capitalized costs related to computer software developed or obtained for internal-use are included in purchases of property and equipment in the Consolidated Statements of Cash Flows.
18 unchanged sentences
Lease expense is recognized on a straight-line basis over the lease term.
−Removed: The Company does not recognize a right-of-use asset and a lease liability for leases with
−Removed: an initial term of twelve months or less.
+Added: The Company does not recognize a right-of-use asset and a lease liability for leases with an initial term of twelve months or less.
The Company elected the practical expedient to not separate lease components from nonlease components and applied that practical expedient to all material classes of leased assets.
25 unchanged sentences
The Company also considers its market capitalization on the date of the analysis to ensure the reasonableness of its reporting unit’s fair value.
−Removed: The Company elected to perform a quantitative impairment assessment as of October 1, 2024 for its reporting unit.
−Removed: The Company determined that the fair value of the reporting unit exceeded the carrying value and thus no impairment was indicated.
+Added: The Company performed a qualitative impairment assessment analysis as of October 1, 2025 for its reporting unit taking into consideration past, current, and projected future earnings, recent trends and market conditions, and valuation metrics involving similar companies that are publicly-traded.
Based on the result of this analysis, an impairment does not exist as of December 31, 2025, and there were no accumulated impairment losses.
7 unchanged sentences
If an asset is considered to be impaired, the amount of such impairment would be measured as the difference between the carrying amount of the asset and its fair value.
−Removed: Company’s cash flow assumptions are based on historical and forecasted future revenue, operating costs, and other relevant factors.
+Added: The Company’s cash flow assumptions are based on historical and forecasted future revenue, operating costs, and other relevant factors.
Assumptions and estimates about the remaining useful lives of the Company’s intangible assets are subjective and are affected by changes to its business strategies.
23 unchanged sentences
In the event that these tax rates change, the Company will incur a benefit or detriment on its income tax expense in the period of enactment.
−Removed: If the Company were to determine that all or part of the net deferred tax assets are not realizable in the future, it will record a valuation allowance that would be charged to earnings in the period such determination is made.
+Added: Company were to determine that all or part of the net deferred tax assets are not realizable in the future, it will record a valuation allowance that would be charged to earnings in the period such determination is made.
In accordance with ASC 740, the Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
3 unchanged sentences
Recently Adopted Authoritative Guidance
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures , which requires public entities to disclose significant segment expenses that are regularly provided to the CODM.
−Removed: Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280, Segment Reporting, on an interim and annual basis.
−Removed: The amendments are effective for the Company’s annual periods beginning January 1, 2024, and for interim periods within fiscal years beginning January 1, 2025.
−Removed: The Company adopted ASU 2023-07 for the annual period beginning January 1, 2024.
−Removed: The adoption of ASU 2023-07 did not have a material impact on the Company’s Consolidated Financial Statements, as the changes only include additional disclosures related to the Company’s single reportable segment.
−Removed: Refer to Note 2, Segment Information, for further information regarding the Company’s segment disclosures.
−Removed: There was no other recently adopted authoritative guidance that is expected to have a material impact on the Company’s Consolidated Financial Statements through the reporting date.
−Removed: Recently Issued Authoritative Guidance
−Removed: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
+Added: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures , which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.
−Removed: The amendments are effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively.
−Removed: The Company is currently evaluating the impact of ASU 2023-09 will have on its consolidated financial statements, which is limited to financial statements disclosures.
−Removed: In March 2024, the SEC issued final rules under SEC Release No.
−Removed: 33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” to require registrants to disclose certain climate-related information, including Scope 1 and Scope 2 greenhouse gas emissions and other climate-related topics, if material, in registration statements and annual reports.
−Removed: In April 2024, the SEC voluntarily stayed its climate disclosure rules as a result of pending legal challenges to facilitate an orderly judicial resolution.
−Removed: The Company is currently evaluating the impact the SEC’s rule will have on its consolidated financial statements.
+Added: The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.
+Added: Refer to Note 17, Income Taxes, for further information regarding the Company’s income tax disclosures.
+Added: Recently Issued Authoritative Guidance
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosure (Subtopic 220-40):
2 unchanged sentences
The Company is currently evaluating the impact ASU 2024-03 will have on its consolidated financial statements.
+Added: In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal Use Software, which removes all references to software development project stages, and requires capitalization of software costs to begin when (i) management has authorized and committed to funding the software project, and (ii) it is probable the project will be completed and the software will be used to perform its intended function.
+Added: The amendments are effective for the Company’s annual periods beginning January 1, 2028, and for interim periods within fiscal years beginning January 1, 2028, with early adoption permitted, and can be applied prospectively, retrospectively, or utilizing a modified transition approach.
+Added: The Company is currently evaluating the impact ASU 2025-06 will have on its consolidated financial statements.
There was no other recently issued and effective authoritative guidance that is expected to have a material impact on the Company’s Consolidated Financial Statements through the reporting date.
2 unchanged sentences
The accounting policies of the Company’s one reportable segment are the same as those described in the summary of significant accounting policies in Note 1.
−Removed: As the Company has a single reportable segment and is managed on a consolidated basis, the measure of segment profit or loss that the CODM uses to allocate resources and assess performance is consolidated net income as reported on the Consolidated Statements of Operations.
+Added: As the Company has a single reportable segment and is managed on a consolidated basis, the measure of segment profit or loss that the CODM uses to allocate resources and assess performance is consolidated net income (loss) as reported on the Consolidated Statements of Operations.
The CODM uses this key measure to evaluate income generated from segment assets in deciding how to reinvest profits as well as monitor budget versus actual results.
The CODM is also provided with certain segment assets, primarily those that impact liquidity, such as cash and cash equivalents, accounts receivable and inventories, as well as certain liabilities such as accounts payable and outstanding debt.
−Removed: Assets provided to the CODM are consistent with those reported on the Consolidated Balance Sheets.
−Removed: In addition, the CODM is regularly provided with significant expenses, which are adjusted cost of revenues and adjusted operating expenses.
+Added: Assets and liabilities provided to the CODM are consistent with those reported on the Consolidated Balance Sheets.
+Added: In addition, the CODM is regularly provided with significant expenses, which are adjusted cost of product and service revenues and adjusted operating expenses.
These significant expenses are adjusted for certain non-cash charges and expenses that are unrelated to the Company’s ongoing operations.
−Removed: Adjusted cost of revenues include cost of product revenues and cost of service and other revenues, and exclude certain items such as share-based compensation expense, amortization of acquired intangibles, and certain restructuring and severance charges.
−Removed: Adjusted operating expenses include research and development, and selling, general and administrative
−Removed: expenses, and exclude certain items such as share-based compensation expense, amortization of acquired intangibles, and certain restructuring, impairment and severance charges.
+Added: Adjusted cost of product revenues and adjusted cost of service revenues exclude certain items such as share-based compensation expense, amortization of acquired intangibles, and certain restructuring and severance charges.
+Added: Adjusted operating expenses include research and development, and selling, general and administrative expenses, and exclude certain items such as share-based compensation expense, amortization of acquired intangibles, legal and regulatory expenses, and certain restructuring and severance charges.
+Added: To align with the significant expenses provided to the
+Added: CODM for the year ended December 31, 2025, certain prior-year significant expenses have been recast to conform with current-period presentation.
Depreciation and amortization expense for the Company’s single reportable segment was $ 78.8 million, $ 82.2 million, and $ 87.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.
4 unchanged sentences
Total revenues $ 1,184,845 $ 1,112,238 $ 1,147,112
−Removed: Adjusted cost of revenues ( 620,834 ) ( 627,730 ) ( 675,451 )
+Added: Adjusted cost of product revenues ( 375,363 ) ( 367,638 ) ( 400,226 )
+Added: Adjusted cost of service revenues ( 292,853 ) ( 253,196 ) ( 227,504 )
Adjusted operating expenses ( 433,423 ) ( 413,280 ) ( 437,857 )
2 unchanged sentences
Interest and other income (expense), net 6,165 25,256 14,760
−Removed: Provision for (benefit from) income taxes 13,062 263 ( 8,101 )
+Added: Provision for income taxes 9,273 13,062 263
Net income (loss) $ 2,052 $ 12,531 $ ( 20,371 )
1 unchanged sentence
(1) Other segment items include certain non-cash charges and expenses that are unrelated to the Company’s ongoing operations.
−Removed: Such charges and expenses consist of items such as share-based compensation, amortization of acquired intangible assets, and certain restructuring, impairment and severance charges.
+Added: Such charges and expenses consist of items such as share-based compensation, amortization of acquired intangible assets, legal and regulatory expenses, and certain restructuring and severance charges.
Disaggregation of Revenues
15 unchanged sentences
Rest of world (1)
+Added: 119,774 99,865 135,732
Total revenues $ 1,184,845 $ 1,112,238 $ 1,147,112
+Added: _________________________________________________
+Added: (1) No individual country represented more than 10% of total revenues.
Contract Assets and Contract Liabilities
13 unchanged sentences
(2) Included in other long-term assets in the Consolidated Balance Sheets.
−Removed: Short-term deferred revenues of $ 121.7 million as of December 31, 2023 include deferred revenues from product sales and service contracts, net of deferred cost of sales of $ 12.4 million.
−Removed: During the year ended December 31, 2024, the Company recognized revenues of $ 116.9 million that were included in the corresponding gross short-term deferred revenues balance of $ 134.1 million as of December 31, 2023.
+Added: During the year ended December 31, 2025, the Company recognized revenues of $ 124.9 million that were included in the corresponding short-term deferred revenues balance of $ 141.4 million as of December 31, 2024.
Significant Customers
15 unchanged sentences
Effect of dilutive securities from stock award plans 397 208 —
−Removed: Effect of convertible senior notes — — 474
Weighted-average shares outstanding – diluted 46,362 46,255 45,212
29 unchanged sentences
$ 101,104 $ 47,846
+Added: Deferred cost of sales 10,819 8,704
Net investment in sales-type leases, current portion 14,648 12,475
13 unchanged sentences
Rebate liabilities 44,722 49,300
−Removed: Group purchasing organization fees 5,167 4,445
Taxes payable 4,017 11,443
3 unchanged sentences
(1) Includes restricted cash of $ 54.5 million and $ 29.4 million as of December 31, 2025 and 2024, respectively.
−Removed: (2) Includes deferred cost of sales of $ 8.7 million as of December 31, 2024.
The following table summarizes the changes in accumulated balances of other comprehensive income (loss), which consisted of foreign currency translation adjustments:
1 unchanged sentence
Balance as of December 31, 2023 $ ( 13,432 )
−Removed: Other comprehensive income 3,655
−Removed: Balance as of December 31, 2023 ( 13,432 )
Other comprehensive loss ( 3,763 )
Balance as of December 31, 2024 ( 17,195 )
+Added: Other comprehensive income 8,341
+Added: Balance as of December 31, 2025 $ ( 8,854 )
Property and Equipment
9 unchanged sentences
Total property and equipment, net $ 120,111 $ 112,692
−Removed: Depreciation and amortization expense of property and equipment was $ 34.5 million, $ 27.0 million, and $ 22.8 million for the years ended December 31, 2024, 2023, and 2022, respectively.
+Added: Depreciation and amortization expense of property and equipment was $ 35.4 million, $ 34.5 million, and $ 27.0 million for the years ended December 31, 2025, 2024, and 2023, respectively, of which amortization expense related to purchased software and internal-use software development costs was $ 23.1 million, $ 19.4 million, and $ 10.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The geographic location of the Company’s property and equipment, net, is based on the physical location in which it is located.
41 unchanged sentences
Total intangible assets, net $ 350,190 $ ( 178,768 ) $ ( 1,317 ) $ 170,105
−Removed: _________________________________________________
−Removed: (1) The differences in gross carrying amounts between periods are primarily due to the write-off of certain fully amortized intangible assets.
December 31, 2024
Gross carrying
−Removed: amount Accumulated
amortization Foreign currency exchange
4 unchanged sentences
Acquired technology 46,134 ( 32,421 ) — 13,713 4 - 20
−Removed: Backlog 1,800 ( 1,800 ) — — 2
Trade names 2,400 ( 1,580 ) — 820 5
1 unchanged sentence
Total intangible assets, net $ 358,243 $ ( 168,604 ) $ ( 1,373 ) $ 188,266
+Added: _________________________________________________
+Added: (1) The differences in gross carrying amounts between periods are primarily due to the write-off of certain fully amortized intangible assets.
Amortization expense of intangible assets was $ 21.6 million, $ 22.8 million, and $ 31.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.
7 unchanged sentences
entered into an Amended and Restated Credit Agreement (as amended, the “Prior A&R Credit Agreement”) with the lenders from time to time party thereto, Wells Fargo Securities, LLC, Citizens Bank, N.A., and JPMorgan Chase Bank, N.A., as joint lead arrangers, and Wells Fargo Bank, National Association, as administrative agent.
−Removed: As referred to herein, “Omnicell, Inc.” refers only to Omnicell, Inc., excluding its subsidiaries.
+Added: As referred to in this Note 10, “Omnicell, Inc.” refers only to Omnicell, Inc., excluding its subsidiaries.
The Prior A&R Credit Agreement provided for (a) a five-year revolving credit facility of $ 500.0 million (the “Prior Revolving Credit Facility”) and (b) an uncommitted incremental loan facility of up to $ 250.0 million (the “Prior Incremental Facility”).
5 unchanged sentences
In addition, the Second A&R Credit Agreement includes a letter of credit sub-limit of up to $ 15.0 million and a swing line loan sub-limit of up to $ 25.0 million.
−Removed: The Second A&R Credit Agreement has an expiration date of October 10, 2028, subject to acceleration under certain conditions, upon which date all remaining outstanding borrowings will be due and payable.
+Added: Second A&R Credit Agreement has an expiration date of October 10, 2028, subject to acceleration under certain conditions, upon which date all remaining outstanding borrowings will be due and payable.
Loans under the Current Revolving Credit Facility bear interest, at Omnicell, Inc.’s option, at a rate equal to either (a) the Adjusted Term SOFR (as defined in the Second A&R Credit Agreement), plus an applicable margin ranging from 1.50 % to 2.25 % per annum based on the Company’s Consolidated Total Net Leverage Ratio (as defined in the Second A&R Credit Agreement), or (b) an alternate base rate equal to the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50 %, and (iii) the Adjusted Term SOFR for an interest period of one month plus 1.00 %, plus an applicable margin ranging from 0.50 % to 1.25 % per annum based on the Company’s Consolidated Total Net Leverage Ratio.
10 unchanged sentences
and certain of Omnicell, Inc.’s other direct and indirect subsidiaries have entered into certain ancillary agreements, including, but not limited to, a reaffirmation agreement, which amends certain terms of the existing collateral agreement and reaffirms their obligations under the existing guaranty agreement.
−Removed: The refinancing of the Prior Credit Agreement on October 10, 2023 was evaluated in accordance with ASC 470-50, Debt - Modifications and Extinguishments.
−Removed: In determining whether the refinancing was to be accounted for as a debt extinguishment or a debt modification, the Company considered whether lenders within the syndicate remained the same or changed and whether the changes in debt terms were substantial.
−Removed: This assessment was performed on an individual lender basis within the syndicate.
−Removed: As a result, the refinancing was accounted for as a modification with the exception of certain lenders that exited the syndicate.
−Removed: The exit of certain lenders resulted in an immaterial write-off of existing unamortized debt issuance costs.
−Removed: The remaining unamortized debt issuance costs related to debt modification, along with the new deferred costs, will be amortized over the remaining term of the Second A&R Credit Agreement.
−Removed: The Company incurred and capitalized an additional $ 3.0 million of debt issuance costs, which are being amortized to interest expense using the straight-line method through 2028.
−Removed: On November 18, 2024, Omnicell, Inc., as borrower, entered into a First Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) with the lenders party thereto from time to time, and Wells Fargo Bank, National Association, as administrative agent for the lenders.
−Removed: Pursuant to the Amendment, effective as of November 19, 2025, the springing maturity for the revolving credit facility that is tied to the outstanding principal amount of Omnicell, Inc.’s existing 0.25 % Convertible Senior Notes due 2025 (the “2025 Notes”) will apply only if more than $ 200 million in the aggregate principal amount of Omnicell, Inc.’s 2025 Notes remain outstanding as of 91 days prior to the maturity date of the 2025 Notes.
As of both December 31, 2025 and December 31, 2024, the Company had $ 350.0 million of funds available under the Current Revolving Credit Facility.
−Removed: As of December 31, 2024 and 2023, the Company had no outstanding balance under the Prior or Current Revolving Credit Facility.
+Added: As of December 31, 2025 and 2024, the Company had no outstanding balance under the Current Revolving Credit Facility.
The Company was in compliance with all covenants as of December 31, 2025.
3 unchanged sentences
completed a private offering of $ 575.0 million aggregate principal amount of 0.25 % convertible senior notes (the “2025 Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $ 75.0 million principal amount of the 2025 Notes.
−Removed: As referred to herein, “Omnicell, Inc.” or the “Company” refers only to Omnicell, Inc., excluding its subsidiaries.
+Added: As referred to in this Note 11, “Omnicell, Inc.” or the “Company” refers only to Omnicell, Inc., excluding its subsidiaries.
Omnicell, Inc.
received proceeds from the issuance of the 2025 Notes of $ 559.7 million, net of $ 15.3 million of transaction fees and other debt issuance costs.
−Removed: The 2025 Notes bear interest at a rate
−Removed: of 0.25 % per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021.
The 2025 Notes were issued pursuant to an indenture, dated September 25, 2020 (the “2025 Notes Indenture”), between the Company and U.S.
Bank National Association, as trustee.
−Removed: The 2025 Notes are general senior, unsecured obligations of the Company and will mature on September 15, 2025, unless earlier redeemed, repurchased, or converted.
−Removed: The 2025 Notes are convertible at any time prior to the close of business on the business day immediately preceding May 15, 2025, only under the following circumstances:
−Removed: (i) during any fiscal quarter commencing after the fiscal quarter ended on December 31, 2020 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price for the 2025 Notes on each applicable trading day;
−Removed: (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the 2025 Notes Indenture) per $1,000 principal amount of the 2025 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2025 Notes on each such trading day;
−Removed: (iii) if the Company calls such 2025 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the 2025 Notes called (or deemed called) for redemption;
−Removed: or (iv) upon the occurrence of specified corporate events, as specified in the 2025 Notes Indenture.
−Removed: On or after May 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2025 Notes may convert all or any portion of their 2025 Notes at any time, regardless of the foregoing conditions.
−Removed: During the three months ended December 31, 2024 and 2023, none of the conditional conversion features of the 2025 Notes were triggered, and therefore, the 2025 Notes are not convertible during the first quarter of 2025, commencing on January 1, 2025, and were not convertible during the first quarter of 2024, commencing on January 1, 2024.
−Removed: Accordingly, the Company classified the 2025 Notes as a long-term liability in its Consolidated Financial Statements as of December 31, 2023.
−Removed: As the 2025 Notes will mature on September 15, 2025, the Company classified the 2025 Notes as a current liability in its Consolidated Financial Statements as of December 31, 2024.
−Removed: Under the original terms of the 2025 Notes Indenture, upon conversion, the Company could satisfy its conversion obligation by paying or delivering cash, shares of its common stock, or a combination thereof, at the Company’s election, in the manner and subject to the terms and conditions provided in the 2025 Notes Indenture.
−Removed: On December 13, 2021, the Company irrevocably elected to fix its settlement method to a combination of cash and shares of the Company’s common stock with the specified cash amount per $1,000 principal amount of 2025 Notes of at least $ 1,000 .
−Removed: As a result, for 2025 Notes converted on or after December 13, 2021, a converting noteholder will receive (i) up to $ 1,000 in cash per $1,000 principal amount of 2025 Notes and (ii) cash and/or shares of the Company’s common stock, at the Company’s option for any conversion consideration in excess of $ 1,000 .
−Removed: In addition, the Company continues to have the ability to set the specified cash amount per $1,000 principal amount of 2025 Notes above $ 1,000 .
−Removed: The initial conversion rate for the 2025 Notes is 10.2751 shares of the Company’s common stock per $1,000 principal amount of 2025 Notes, which is equivalent to an initial conversion price of approximately $ 97.32 per share of the Company’s common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2025 Notes Indenture.
−Removed: In addition, following certain corporate events that could occur prior to the maturity date of the 2025 Notes or if the Company delivers a notice of redemption in respect of the 2025 Notes, the Company will, under certain circumstances, increase the conversion rate of the 2025 Notes for a holder who elects to convert its 2025 Notes (or any portion thereof) in connection with such a corporate event or convert its 2025 Notes called (or deemed called) for redemption during the related redemption period (as defined in the 2025 Notes Indenture), as the case may be.
−Removed: If the Company undergoes a fundamental change, holders may require, subject to certain exceptions, the Company to repurchase for cash all or any portion of their 2025 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
−Removed: As of December 31, 2024, none of the criteria for a fundamental change or a conversion rate adjustment had been met.
−Removed: As of December 31, 2024, the Company may redeem for cash all or any portion of the 2025 Notes, at its option, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price for the 2025 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
−Removed: If the Company redeems less than all of the outstanding 2025 Notes, at least $ 150.0 million aggregate principal amount of the 2025 Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption.
−Removed: No sinking fund is provided for in the 2025 Notes.
−Removed: Partial Repurchase of the 2025 Notes
+Added: Prior to maturity, the 2025 Notes were general senior, unsecured obligations of the Company and bore interest at a rate of 0.25 % per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021.
In November 2024, the Company entered into separate, privately negotiated transactions with certain holders of the 2025 Notes to repurchase $ 400.0 million of aggregate principal amount of the 2025 Notes for approximately $ 391.0 million of cash.
−Removed: The Company accounted for the partial repurchase of 2025 Notes as a debt extinguishment and recorded a $ 7.2 million gain on extinguishment, which included a partial write-off of previously deferred debt issuance costs of $ 1.8 million, which is included within interest and other income (expense), net in the Consolidated Statements of Operations.
−Removed: The debt issuance costs associated with the remaining 2025 Notes are being amortized to interest expense over the term of the 2025 Notes using an effective interest rate of 0.80 %.
−Removed: As of December 31, 2024, the remaining life of the 2025 Notes and the related issuance cost accretion is approximately 0.7 years.
−Removed: Following the partial repurchase of the 2025 Notes, the maximum number of shares issuable upon conversion, including the effect of a fundamental change and subject to other conversion rate adjustments, would be 1.8 million shares.
−Removed: As of December 31, 2024, the if-converted value of the 2025 Notes did not exceed the principal amount.
+Added: The Company accounted for the partial repurchase of 2025 Notes as a debt extinguishment and recorded a $ 7.2 million gain on extinguishment, which included a partial write-off of previously deferred debt issuance costs of $ 1.8 million during the year ended December 31, 2024.
+Added: The 2025 Notes matured on September 15, 2025 and the Company repaid the remaining principal balance of $ 175.0 million and $ 0.2 million of accrued interest in cash.
1.00 % Convertible Senior Notes due 2029
13 unchanged sentences
On or after August 1, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2029 Notes may convert all or any portion of their 2029 Notes at any time, regardless of the foregoing conditions.
−Removed: During the year ended December 31, 2024, none of the conditional conversion features of the 2029 Notes were triggered, and therefore, the 2029 Notes are not convertible during the first quarter of 2025.
+Added: During the three months ended December 31, 2025 and 2024, none of the conditional conversion features of the 2029 Notes were triggered, and therefore, the 2029 Notes are not convertible during the first quarter of 2026, commencing on January 1, 2026, and were not convertible during the first quarter of 2025, commencing on January 1, 2025.
Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2029 Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in respect to the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted, in the manner and subject to the terms and conditions provided in the 2029 Notes Indenture.
1 unchanged sentence
In addition, following certain corporate events that occur prior to the maturity date of the 2029 Notes or if the Company delivers a notice of redemption in respect of the 2029 Notes, the Company will, under certain circumstances, increase the conversion rate of the 2029 Notes for a holder who elects to convert its 2029 Notes (or any portion thereof) in connection with such a corporate event or convert its 2029 Notes called (or deemed called) for redemption during the related redemption period (as defined in the 2029 Notes Indenture), as the case may be.
−Removed: If the Company undergoes a fundamental change (as defined in the 2029 Notes Indenture), holders may require, subject to certain exceptions, the Company to repurchase for cash all or any portion of their 2029 Notes at a fundamental
−Removed: change repurchase price equal to 100 % of the principal amount of the 2029 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
+Added: If the Company undergoes a fundamental change (as defined in the 2029 Notes Indenture), holders may require, subject to certain exceptions, the Company to repurchase for cash all or any portion of their 2029 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2029 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
As of December 31, 2025, none of the criteria for a fundamental change or a conversion rate adjustment had been met.
5 unchanged sentences
As of December 31, 2025, the remaining life of the 2029 Notes and the related issuance cost accretion is approximately 3.9 years.
−Removed: The maximum number of shares issuable upon conversion, including the effect of a fundamental change and subject to other conversion rate adjustments, would be 3.0 million shares.
+Added: The maximum number of shares issuable upon conversion, including the effect of a fundamental change and subject to other conversion rate adjustments, would be approximately 3.0 million shares.
As of December 31, 2025, the if-converted value of the 2029 Notes did not exceed the principal amount.
3 unchanged sentences
Unamortized debt issuance costs — ( 676 )
−Removed: Convertible senior notes, net (1)
−Removed: $ 174,324 $ 569,662
+Added: Convertible senior notes, net, current $ — $ 174,324
Principal amount $ 172,500 $ 172,500
1 unchanged sentence
Convertible senior notes, net, noncurrent $ 167,596 $ 166,397
−Removed: _________________________________________________
−Removed: (1) Classified as a current liability as of December 31, 2024 and a long-term liability as of December 31, 2023 in the Consolidated Balance Sheets.
The following table summarizes the components of interest expense resulting from the 2025 Notes and the 2029 Notes recognized in interest and other income (expense), net in the Consolidated Statements of Operations:
12 unchanged sentences
The convertible note hedges related to the 2029 Notes consisted of call options for the Company to purchase up to, subject to anti-dilution adjustments substantially similar to those applicable to the 2029 Notes, approximately 3.0 million shares of the Company’s common stock, which is equal to the number of shares of the Company’s common stock underlying the 2029 Notes at the time of its issuance, at an initial strike price of approximately $ 57.25 per share.
−Removed: The convertible note hedges will expire upon the maturity of the respective convertible notes, if not earlier exercised or terminated.
+Added: The convertible note hedges expire upon the maturity of the respective convertible notes, if not earlier exercised or terminated.
The cost of the convertible note hedges related to the 2025 Notes and the 2029 Notes was approximately $ 100.6 million and $ 40.3 million, respectively, and each was accounted for as an equity instrument, each of which was recorded in additional paid-in capital in the Consolidated Balance Sheets.
In addition, the Company recorded a deferred tax asset of $ 25.8 million and $ 10.2 million, respectively, at issuance related to the convertible note hedges for the 2025 Notes and the 2029 Notes.
−Removed: The convertible note hedges are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2025 Notes or the 2029 Notes and/or offset any cash payments the Company may be required to make in excess of the principal amount of the converted 2025 Notes or the 2029 Notes.
+Added: The 2029 Notes convertible note hedges are expected generally to reduce
+Added: the potential dilution to the Company’s common stock upon any conversion of the 2029 Notes and/or offset any cash payments the Company may be required to make in excess of the principal amount of the converted 2029 Notes.
Separately from the convertible note hedges, in September 2020 and November 2024, the Company entered into warrant transactions to sell to the respective option counterparties warrants to acquire, subject to customary anti-dilution adjustments, up to approximately 5.9 million shares of its common stock at an initial strike price of approximately $ 141.56 and approximately 3.0 million shares of its common stock at an initial strike price of approximately $ 84.82 per share related to the 2025 Notes and the 2029 Notes, respectively.
3 unchanged sentences
In November 2024, in connection with the partial repurchase of the 2025 Notes, the Company entered into unwind agreements with the existing option counterparties to the convertible note hedges and warrants related to the 2025 Notes to terminate a portion of the existing convertible note hedges and warrants related to the 2025 Notes at a notional amount corresponding to the amount of the 2025 Notes repurchased, resulting in an immaterial gain.
+Added: On September 15, 2025, the convertible note hedges related to the remaining 2025 Notes expired concurrently with the maturity of the 2025 Notes.
+Added: No settlement was required as the Company’s stock price remained below the strike price at that time.
+Added: In addition, following maturity of the 2025 Notes, the warrants issued in connection with the 2025 Notes will terminate between December 15, 2025 and June 8, 2026.
Lessor Leases
25 unchanged sentences
Total net investment in sales-type leases $ 75,390
−Removed: Operating Leases
−Removed: The following table represents the Company’s income recognized from operating leases:
−Removed: Year Ended December 31,
−Removed: 2024 2023 2022
−Removed: (In thousands)
−Removed: Rental income $ 3,649 $ 6,591 $ 9,460
Lessee Leases
33 unchanged sentences
The Company is currently involved in various legal proceedings.
−Removed: In December 2023, Omnicell received a civil request for records issued by the U.S.
−Removed: Attorney’s Office for the Eastern District of Washington (the “Government”) related to the Company’s compliance with the pricing terms and conditions of its Federal Supply Schedule (“FSS”) contract with the federal government.
−Removed: In December 2024, the Government presented information identifying certain potential non-compliances with the FSS and associated potential violations of the False Claims Act.
−Removed: Omnicell is engaging in substantive defensive and settlement discussions with the Government regarding the concerns identified.
−Removed: At the time of this filing, those settlement discussions remain ongoing.
−Removed: For any future settlement to be effected, all parties will need to agree on acceptable terms, both monetary and non-monetary.
As required under ASC 450, Contingencies, the Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss.
−Removed: The Company has not recorded any material accrual for contingent liabilities associated with the matter described above or any other current legal proceedings based on its belief that any potential material loss, while reasonably possible, is not probable.
+Added: The Company has not recorded any material accrual for contingent liabilities associated with any current legal proceedings based on its belief that any potential material loss, while reasonably possible, is not probable.
Furthermore, any possible range of loss in these matters either cannot be reasonably estimated at this time or is not deemed material.
1 unchanged sentence
However, litigation is inherently unpredictable, and it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of legal proceedings or because of the diversion of management’s attention and the creation of significant expenses, regardless of outcome.
−Removed: The Company is not a party to any legal proceedings that management believes may have a material impact on the Company’s business or operations.
+Added: The Company is not a party to any legal proceedings that management believes may have a material impact on the Company’s financial position or results of operations.
Under the Company’s certificate of incorporation and bylaws, the Company has agreed to indemnify its directors and executive officers to the fullest extent not prohibited by Delaware and other applicable law, subject to certain exceptions.
6 unchanged sentences
In the ordinary course of the Company’s business, the Company has in the past and may in the future agree to indemnify another party, generally its business affiliates or customers, against certain losses suffered or incurred by the indemnified party in connection with various types of claims, which may include, without limitation, claims of intellectual property infringement, certain tax liabilities, its gross negligence or intentional acts in the performance of services, and violations of laws.
−Removed: The term of these indemnification obligations is generally perpetual, but typically will not extend beyond the applicable statute of limitation pursuant to applicable law.
+Added: The term of these indemnification
+Added: obligations is generally perpetual, but typically will not extend beyond the applicable statute of limitation pursuant to applicable law.
In general, the Company attempts to limit the maximum potential amount of future payments that it may be required to make under these indemnification obligations to the amounts paid to it by a customer, but in some cases the obligation may not be so limited.
3 unchanged sentences
The Company generally seeks to disclaim most warranties, including any implied or statutory warranties such as warranties of merchantability, fitness for a particular purpose, title, quality, and non-infringement, as well as any liability with respect to incidental, consequential, special, exemplary, punitive, or similar damages.
−Removed: states, such disclaimers may not be enforceable.
+Added: In some states, such disclaimers may not be enforceable.
If necessary, the Company would provide for the estimated cost of product and service warranties based on specific warranty claims and claim history.
7 unchanged sentences
The purchase price per share must be equal to the lower of 85 % of the fair value of the common stock at the beginning of a 24 -month offering period or the end of each six-month purchasing period.
−Removed: For the years ended December 31, 2024 and 2023, employees purchased approximately 524,000 and 353,000 shares of common stock, respectively, under the ESPP at a weighted-average price of $ 24.14 and $ 46.68 , respectively.
2009 Equity Incentive Plan
17 unchanged sentences
The Company did not capitalize any material non-cash share-based compensation expense to inventory during the years ended December 31, 2025 and 2024.
−Removed: Income tax benefit (expense) realized from share-based compensation was an expense of $ 5.4 million and $ 6.5 million for the years ended December 31, 2024 and 2023, respectively, and a benefit of $ 5.2 million for the year ended December 31, 2022.
+Added: Income tax expense realized from share-based compensation was $ 4.4 million, $ 5.4 million, and $ 6.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.
+Added: Employee Stock Purchase Plan (“ESPP”)
+Added: The following assumptions were used to value shares under the ESPP:
+Added: Year Ended December 31,
+Added: 2025 2024 2023
+Added: Expected life, years 0.5 - 2.0
+Added: Expected volatility, % 45.8 % - 58.7 %
+Added: 33.7 % - 58.7 %
+Added: 31.7 % - 63.9 %
+Added: Risk-free interest rate, % 3.9 % - 5.2 %
+Added: 1.5 % - 5.5 %
+Added: 0.1 % - 5.5 %
+Added: Dividend yield, % — % — % — %
+Added: For the years ended December 31, 2025 and 2024, employees purchased approximately 612,000 and 524,000 shares of common stock, respectively, under the ESPP at a weighted-average price of $ 24.55 and $ 24.14 , respectively.
Stock Options
15 unchanged sentences
Vested and expected to vest at December 31, 2025 and thereafter 1,353 $ 68.10 3.2 $ 1,787
−Removed: The intrinsic value of options exercised during the years ended December 31, 2024, 2023, and 2022 was $ 0.3 million, $ 3.2 million, and $ 23.9 million, respectively.
Restricted Stock Units (“RSUs”)
14 unchanged sentences
As of December 31, 2025, total unrecognized compensation cost related to RSUs was $ 44.9 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.7 years.
−Removed: Restricted Stock Awards (“RSAs”)
−Removed: The following table summarizes the RSA activity under the 2009 Plan:
−Removed: Weighted-Average
−Removed: Grant Date Fair Value
−Removed: (In thousands, except per share data)
−Removed: Outstanding at December 31, 2023 24 $ 70.96
−Removed: Granted 51 31.94
−Removed: Vested ( 26 ) 67.32
−Removed: Outstanding and unvested at December 31, 2024 49 $ 31.91
−Removed: The weighted-average grant date fair value per share of RSAs granted during the years ended December 31, 2024, 2023, and 2022 was $ 31.94 , $ 70.96 , and $ 109.39 , respectively.
−Removed: The total fair value of RSAs that vested in the years ended December 31, 2024, 2023, and 2022 was $ 1.8 million, $ 1.4 million, and $ 1.6 million, respectively.
Performance-Based Stock Unit Awards (“PSUs”)
−Removed: During the year ended December 31, 2023, the Company granted 65,000 PSUs to its executive officers, none of which became eligible for vesting as the achievement of a certain level of shareholder return was not achieved.
+Added: During the year ended December 31, 2024, the Company granted 177,069 PSUs to its executive officers, of which 176 % became eligible for vesting upon the achievement of a certain level of shareholder return.
During the year ended December 31, 2025, the Company granted 139,348 PSUs to its executive officers, of which 0 % to 200 % may become eligible for vesting depending on the level of shareholder return for the period from March 1, 2025 through March 1, 2026.
7 unchanged sentences
Granted (Awarded) 139 32.66
+Added: Additional granted based on performance achievement 135 28.67
Vested (Released) ( 136 ) 28.67
18 unchanged sentences
Stock Repurchase Programs
−Removed: On August 2, 2016, the Company’s Board of Directors (the “Board”) authorized a stock repurchase program, which does not expire, providing for the repurchase of up to $ 50.0 million of the Company’s common stock (the “2016 Repurchase Program”).
−Removed: As of December 31, 2024, the maximum dollar value of shares that may yet be purchased under the 2016 Repurchase Program was $ 2.7 million.
−Removed: The timing, price, and volume of repurchases are to be based on market conditions, relevant securities laws, and other factors.
−Removed: The stock repurchases may be made from time to time on the open market, in privately negotiated transactions, or pursuant to a Rule 10b-18 plan, subject to the terms and conditions of the Second A&R Credit Agreement, as amended.
+Added: On May 22, 2025, the Company’s Board of Directors (the “Board”) authorized a new stock repurchase program, which does not expire, providing for the repurchase of up to $ 75.0 million of the Company’s common stock (the “2025 Repurchase Program”).
+Added: The 2025 Repurchase Program is in addition to the stock repurchase program approved by the Board on August 2, 2016 providing for the repurchase of up to $ 50.0 million of the Company’s common stock (the “2016 Repurchase Program”).
+Added: As of December 31, 2024, the maximum dollar value of shares that may yet be purchased under the 2016 Repurchase Program was $ 2.7 million and during the second quarter of 2025, the 2016 Repurchase Program was completed.
+Added: As of December 31, 2025, the 2025 Repurchase Program was substantially completed.
+Added: The timing, price, and volume of repurchases are to be based on a variety of factors, including market conditions, relevant securities laws and regulatory requirements, and other corporate considerations, as determined by the Company’s management.
+Added: Stock repurchases may be made from time to time on the open market, through block trades, in privately negotiated transactions, accelerated or other structured stock repurchase programs, or pursuant to a Rule 10b5-1 plan.
The 2025 Repurchase Program does not obligate the Company to repurchase any specific number of shares, and the Company may terminate or suspend the 2025 Repurchase Program at any time.
During the year ended December 31, 2025, the Company repurchased approximately 2,523,000 shares of its common stock under the repurchase programs at an average price of $ 30.74 per share for an aggregate purchase price of approximately $ 77.6 million.
−Removed: During the years ended December 31, 2024 and 2023, the Company did no t repurchase any of its outstanding common stock under the 2016 Repurchase Program.
+Added: During the years ended December 31, 2023 and 2024, the Company did not repurchase any of its outstanding common stock under the 2016 Repurchase Program.
The following is a geographical breakdown of income (loss) before income taxes:
5 unchanged sentences
Income (loss) before income taxes $ 11,325 $ 25,593 $ ( 20,108 )
−Removed: The provision for (benefit from) income taxes consisted of the following:
+Added: The provision for income taxes consisted of the following:
Year Ended December 31,
9 unchanged sentences
Total deferred income taxes ( 508 ) ( 14,553 ) ( 10,604 )
−Removed: Total provision for (benefit from) income taxes $ 13,062 $ 263 $ ( 8,101 )
−Removed: The provision for (benefit from) income taxes differs from the amount computed by applying the statutory federal tax rate as follows:
+Added: Total provision for income taxes $ 9,273 $ 13,062 $ 263
+Added: The following table provides the updated disclosure requirements under ASU 2023-09, which the Company adopted prospectively for annual periods beginning in 2025.
+Added: The provision for income taxes differs from the amount computed by applying the statutory federal tax rate as follows:
Year Ended December 31,
+Added: (In thousands) %
+Added: federal tax provision at statutory rate $ 2,378 21 %
+Added: State income taxes, net of federal benefit (1)
+Added: Foreign rate differential:
+Added: Statutory rate difference between Germany and U.S.
+Added: Effect of changes in tax laws or rates enacted in the current period 850 8 %
+Added: Net operating loss (“NOL”) adjustment due to audit settlement
( 1,083 ) ( 10 ) %
+Added: Other 218 2 %
+Added: Other ( 229 ) ( 2 ) %
+Added: Effect of cross-border tax laws:
+Added: Global intangible low-taxed income 1,499 13 %
+Added: Foreign derived intangible income (“FDII”) ( 1,146 ) ( 10 ) %
+Added: Other 105 1 %
+Added: Research and development (“R&D”) credits ( 3,795 ) ( 34 ) %
+Added: Non-taxable or non-deductible items:
+Added: Share-based compensation expense 4,520 41 %
+Added: Non-deductible officer compensation (Section 162(m)) 2,320 20 %
+Added: Meals and entertainment 567 5 %
+Added: Other adjustments ( 13 ) — %
+Added: Changes in unrecognized tax benefits 747 7 %
+Added: Total provision for income taxes $ 9,273 82 %
+Added: _________________________________________________
+Added: (1) State taxes in New York, Texas, Pennsylvania, Florida and Minnesota made up the majority (greater than 50%) of the tax effect in this category.
+Added: As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the provision for income taxes differs from the amount computed by applying the statutory federal tax rate as follows:
+Added: Year Ended December 31,
(In thousands)
4 unchanged sentences
Uncertain tax positions ( 881 ) ( 620 )
−Removed: Share-based compensation tax expense (benefit) 6,078 7,384 ( 3,264 )
+Added: Share-based compensation tax expense 6,078 7,384
Research tax credits ( 3,531 ) ( 4,587 )
8 unchanged sentences
Other ( 2 ) ( 9 )
−Removed: Total provision for (benefit from) income taxes $ 13,062 $ 263 $ ( 8,101 )
+Added: Total provision for income taxes $ 13,062 $ 263
+Added: The amount of cash income taxes paid, net of refunds received, consisted of the following:
+Added: Year Ended December 31,
+Added: (In thousands)
+Added: State and Local 6,279
+Added: Total cash paid for income taxes, net of refunds received $ 18,410
+Added: _________________________________________________
+Added: (1) Individual jurisdictions equaling 5% or more of the total income taxes paid, net of refunds received, for the year ended December 31, 2025 include U.S.
+Added: Federal of $ 11.5 million.
+Added: The amount of cash income taxes paid, net of refunds received, by the Company during the years ended December 31, 2024 and 2023 was $ 11.3 million and $ 20.2 million, respectively.
The Organization for Economic Co-Operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar Two rules that impose a global minimum tax rate of 15% on multi-national corporations.
−Removed: The rules are effective for the Company’s financial year beginning January 1, 2024.
−Removed: Numerous countries have enacted or substantively enacted legislation to implement these rules.
−Removed: While the Company did not have an impact from Pillar Two on its tax provision or effective tax rate as of the year ended December 31, 2024, the Company continues to monitor evolving tax legislation in the jurisdictions in which it operates.
+Added: These rules did not have an impact on the Company’s provision for income taxes for the year ended December 31, 2025.
+Added: The Company continues to monitor evolving tax legislation in the jurisdictions in which it operates.
Significant components of the Company’s deferred tax assets (liabilities) were as follows:
(In thousands)
−Removed: Deferred tax assets (liabilities):
+Added: Deferred tax assets:
Deferred revenues $ 40,549 $ 23,550
11 unchanged sentences
Total net deferred tax assets 145,229 140,091
+Added: Deferred tax liabilities:
Intangibles ( 23,837 ) ( 27,057 )
2 unchanged sentences
Right-of-use assets ( 6,126 ) ( 6,448 )
−Removed: Other, net — ( 8 )
Total deferred tax liabilities ( 87,575 ) ( 83,730 )
14 unchanged sentences
In the normal course of business, the Company is subject to examinations by taxing authorities, including major jurisdictions such as the United States, Germany, Italy, France, the United Kingdom and India.
−Removed: With few exceptions, as of December 31, 2024, the Company was no longer subject to U.S., state, and foreign tax examinations for years before 2021, 2020, and 2020, respectively.
+Added: With few exceptions, as of December 31, 2025, the Company was no longer subject to federal U.S., state, and foreign tax examinations for years before 2022, 2021, and 2021, respectively.
The following table summarizes the aggregate change in the balance of gross unrecognized tax benefit, which excludes interest and penalties:
9 unchanged sentences
Increases related to tax positions taken during the current period 1,163
+Added: Decreases related to settlements ( 333 )
Decreases related to expiration of statute of limitations ( 952 )
3 unchanged sentences
Increases related to tax positions taken during the current period 997
−Removed: Decreases related to settlements ( 333 )
Decreases related to expiration of statute of limitations ( 197 )
4 unchanged sentences
The combined amount of cumulative accrued interest and penalties was approximately $ 1.1 million, $ 0.6 million, and $ 0.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.
−Removed: The Company does not believe there will be any significant changes in its unrecognized tax positions over the next twelve months.
Restructuring Expenses
−Removed: During 2022, the Company underwent several restructuring initiatives which consisted of:
−Removed: (i) certain domestic and international restructurings in order to enhance and streamline certain engineering functions for its domestic operations and to realign its international sales organization to better serve its customers in various international markets, (ii) integration and functionalization of certain acquisitions, primarily the 340B Link business acquisition, to further accelerate the expansion of the Company’s pharmacy inventory management capabilities, and (iii) committing to a plan to reduce the Company’s headcount as part of the Company’s expense containment efforts implemented due to ongoing macroeconomic headwinds.
−Removed: During the year ended December 31, 2022, the restructuring plans incurred $ 22.8 million of employee severance costs and related expenses.
−Removed: As of December 31, 2024 and 2023, there was no unpaid balance related to the 2022 restructuring initiatives.
During 2023, due to challenging industry dynamics and macroeconomic conditions, the Company underwent several expense containment measures such as a reduction of its headcount across many of its functions and a reduction of its real estate footprint.
During the year ended December 31, 2023, the restructuring initiatives incurred $ 15.5 million of employee severance costs and related expenses, net of reversals.
−Removed: As of December 31, 2024 and 2023, the unpaid balance related to the 2023 initiatives was $ 0.6 million and $ 8.9 million, respectively.
+Added: Refer to Note 13, Lessee Leases for information regarding the Company’s restructuring activities for the reduction of its real estate footprint and optimization of certain leased facilities.
On April 26, 2024, the Company’s management committed to the wind down of the Company’s Medimat Robotic Dispensing System (“RDS”) product line, subject to local law and statutory works council consultation requirements.
During the year ended December 31, 2024, the Company incurred approximately $ 6.6 million of employee severance costs and other expenses related to the RDS product line wind down, net of immaterial reversals of previously recognized restructuring expenses.
−Removed: As of December 31, 2024, the unpaid balance related to this restructuring event was $ 2.5 million.
−Removed: In addition, during the year ended December 31, 2024, the Company incurred $ 5.4 million of inventory write-down charges related to the RDS product line wind down that were recorded to cost of revenues in the Company’s Consolidated Statements of Operations.
−Removed: Refer to Note 13, Lessee Leases for information regarding the Company’s restructuring activities for the reduction of its real estate footprint and optimization of certain leased facilities.
+Added: The Company also incurred $ 5.4 million of inventory write-down charges during the year ended December 31, 2024 related to the RDS product line wind down that were recorded to cost of revenues in the Company’s Consolidated Statements of Operations.
+Added: Further, during the fourth quarter of 2025, the Company incurred additional charges related to the wind down of the Company’s RDS product line.
+Added: During the year ended December 31, 2025, the Company incurred approximately $ 3.9 million of employee severance costs and other expenses in connection with this initiative.
+Added: During the third quarter of 2025, the Company underwent a restructuring initiative within the EnlivenHealth business in order to gain operational efficiency and synergy, and adapt to the recent industry dynamics within the retail pharmacy space.
+Added: During the year ended December 31, 2025, the Company incurred approximately $ 2.6 million of employee severance and other related expenses in connection with this initiative.
+Added: As of December 31, 2025, the unpaid balance related to these restructuring plans was $ 3.9 million.
The following table summarizes the total employee-related restructuring expense, net of reversals:
53 unchanged sentences
10-K 3.2 3/28/2003
−Removed: 3.4 Third Amended and Restated Bylaws of Omnicell, Inc.
+Added: 3.4 Fourth Amended and Restated Bylaws of Omnicell, Inc.
8-K 3.1 10/6/2025
4 unchanged sentences
10-K 4.7 2/26/2020
−Removed: 4.4 Indenture, dated as of September 25, 2020, by and between Omnicell, Inc.
−Removed: Bank National Association, as Trustee
−Removed: 8-K 4.1 9/25/2020
−Removed: 4.5 Form of Global Note, representing Omnicell, Inc.’s 0.25% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.4)
−Removed: 8-K 4.2 9/25/2020
4.4 Indenture, dated as of November 22, 2024, by and between Omnicell, Inc.
9 unchanged sentences
S-8 99.1 6/18/2025
−Removed: 10.3* Form of Restricted Stock Unit Award Agreement for the 2009 Equity Incentive Plan, as amended
−Removed: 10-Q 10.4 8/9/2012
10.3* Form of Performance Cash Award Grant Notice and Form of Performance Cash Award Agreement for the 2009 Equity Incentive Plan, as amended
6 unchanged sentences
10-Q 10.1 7/31/2020
−Removed: 10.8* Form of Restricted Stock Unit Grant Notice and Form of Global Restricted Stock Unit Award Agreement for 2009 Equity Incentive Plan, as amended (July 2020)
−Removed: 10-K 10.9 2/24/2021
−Removed: Incorporated By Reference
−Removed: Exhibit Number Exhibit Description Form Exhibit Filing Date
10.7* Form of Restricted Stock Unit Grant Notice and Form of Global Restricted Stock Unit Award Agreement for 2009 Equity Incentive Plan, as amended (February 2021)
5 unchanged sentences
10-K 10.24 2/24/2021
+Added: Incorporated By Reference
+Added: Exhibit Number Exhibit Description Form Exhibit Filing Date
10.10 Second Amendment to Lease, dated April 21, 2008, by and between NewTower Trust Company Multi-Employer Property Trust and Aesynt Incorporated (formerly McKesson Automation Inc.)
12 unchanged sentences
10-K 10.39 2/26/2020
−Removed: 10.17 Form of Convertible Note Hedge Confirmation
−Removed: 8-K 10.1 9/25/2020
−Removed: 10.18 Form of Warrant Confirmation
−Removed: 8-K 10.2 9/25/2020
10.15* Promotion letter between Omnicell, Inc.
8 unchanged sentences
10.18* Omnicell, Inc.
−Removed: Executive Severance Plan
+Added: Executive Severance Plan (amended and restated May 2025)
10-Q 10.2 8/6/2025
+Added: 10.19 Second Amended and Restated Credit Agreement, dated as of October 10, 2023, among Omnicell, Inc., the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent
+Added: 8-K 10.1 10/16/2023
10.20* Form of Restricted Stock Unit Notice and Form of Global Restricted Stock Unit Award Agreement for 2009 Equity Incentive Plan, as amended (August 2023)
3 unchanged sentences
10.22* Omnicell, Inc.
−Removed: Executive Bonus Plan
+Added: Executive Bonus Plan (amended and restated May 2025)
10-Q 10.1 8/6/2025
8 unchanged sentences
8-K 10.2 11/25/2024
−Removed: I nsider Trading Policies
+Added: 10.27* Employment Agreement by and between Omnicell, Inc.
+Added: and Randall A.
+Added: Lipps, effective as of March 4, 2025
+Added: 8-K 10.1 3/4/2025
+Added: 10.28* Separation Agreement dated June 5, 2025 by and between Omnicell, Inc.
+Added: and Nchacha Etta
+Added: 8-K 10.1 6/5/2025
+Added: 10.29* Form of Global Restricted Stock Unit Notice and Form of Global Restricted Stock Unit Award Agreement for 2009 Equity Incentive Plan, as amended (May 2025)
+Added: 10-Q 10.3 8/6/2025
+Added: 10.30* Form of Global Performance-Based Restricted Stock Unit Notice and Form of Global Performance-Based Restricted Stock Unit Award Agreement for 2009 Equity Incentive Plan, as amended (May 2025)
+Added: 10-Q 10.4 8/6/2025
+Added: 10.31* Offer Letter between Omnicell, Inc.
+Added: and Baird Radford dated August 15, 2025
+Added: 10-Q 10.1 11/5/2025
+Added: Insider Trading Policies
Subsidiaries of the Registrant
Consent of Independent Registered Public Accounting Firm
−Removed: Power of Attorney (included on the signature pages hereto)
Incorporated By Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date
+Added: Power of Attorney (included on the signature pages hereto)
Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)
15 unchanged sentences
February 26, 2026 By:
−Removed: /s/ NCHACHA E.
−Removed: Executive Vice President & Chief Financial Officer
+Added: BAIRD RADFORD, III
+Added: Baird Radford,
+Added: Executive Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose signature appears below hereby constitutes and appoints Randall A.
−Removed: Lipps and Nchacha E.
−Removed: Etta, each of them acting individually, as his or her attorney-in-fact, each with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming our signatures as they may be signed by our said attorney-in-fact and any and all amendments to this Annual Report on Form 10-K.
+Added: Baird Radford, III, each of them acting individually, as his or her attorney-in-fact, each with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming our signatures as they may be signed by our said attorney-in-fact and any and all amendments to this Annual Report on Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
2 unchanged sentences
LIPPS Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer) February 26, 2026
−Removed: /s/ NCHACHA E.
−Removed: ETTA Executive Vice President & Chief Financial Officer
−Removed: (Principal Financial Officer) February 27, 2025
+Added: BAIRD RADFORD, III Executive Vice President and Chief Financial Officer
+Added: (Principal Financial Officer)
+Added: February 26, 2026
+Added: Baird Radford
Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) February 26, 2026
19 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.