Item 5. Other Information
Item 5. Other Information
During the three months ended March 31, 2026, none of our directors or “officers” (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows:
• On March 13, 2026 , Sean Duffy , our Chief Executive Officer and a member of our board of directors , individually and through a trust under which he is a beneficiary, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 Plan”) for the sale of up to (i) 673,056 shares of our common stock and (ii) the number of shares of our common stock Mr. Duffy will receive following the vesting of restricted stock units covering an aggregate of 146,332 shares of our common stock and the satisfaction of tax obligations in connection with such vesting (the total number of shares to be sold covered under clause (ii) is not yet determinable).The trading plan will terminate at the earlier of the execution of all trading orders pursuant to the plan or June 11, 2027 .
• On March 14, 2026 , Steve Cook , our Chief Financial Officer , adopted a Rule 10b5-1 Plan for the sale of up to (i) 394,831 shares of our common stock and (ii) the number of shares of our common stock Mr. Cook will receive following the vesting of restricted stock units covering an aggregate of 66,514 shares of our common stock and the satisfaction of tax obligations in connection with such vesting (the total number of shares to be sold covered under clause (ii) is not yet determinable). The trading plan will terminate at the earlier of the execution of all trading orders pursuant to the plan or June 11, 2027 .
• On March 13, 2026 , Wei-Li Shao , our President , adopted a Rule 10b5-1 Plan for the sale of the number of shares of our common stock Mr. Shao will receive following the vesting of restricted stock units covering an aggregate of 85,913 shares of our common stock and the satisfaction of tax obligations in connection with such vesting (the total number of shares to be sold covered under clause (ii) is not yet determinable). The trading plan will terminate at the earlier of the execution of all trading orders pursuant to the plan or June 11, 2027 .
• On March 13, 2026 , Craig Gracey , our Chief Accounting Officer , adopted a Rule 10b5-1 Plan for the sale of up to 20,833 shares of our common stock and (ii) the number of shares of our common stock Mr. Gracey will receive following the vesting of restricted stock units covering an aggregate of 4,117 shares of our common stock and the satisfaction of tax obligations in connection with such vesting (the total number of shares to be sold covered under clause (ii) is not yet determinable). The trading plan will terminate at the earlier of the execution of all trading orders pursuant to the plan or June 11, 2027 .
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Item 6. Exhibits
See the Exhibit Index attached to this registration statement, which Exhibit Index is incorporated herein by reference.
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
Exhibit
Number
Exhibit Description Incorporated by Reference Filed
Herewith
Form Date Number
3.1 Restated Certificate of Incorporation
8-K
6/9/2025 3.1
3.2 Amended and Restated Bylaws
8-K
6/9/2025 3.2
4.1 Form of Common Stock Certificate.
S-1
5/9/2025 4.2
4.2 Amended and Restated Investors’ Rights Agreement, dated December 22, 2021, by and among Omada Health, Inc. and the investors listed therein.
S-1
5/9/2025 4.3
10.1 Non-Employee Director Compensation Program ( as amended March 26, 2026).
X
10.2 Omada Health Executive Bonus Plan
X
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 202 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 202 of the Sarbanes-Oxley Act of 2002.
X
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101 The following financial information from Omada, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.
X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
X
_____________
*The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Omada Health, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OMADA HEALTH, INC.
Date: May 8, 2026
By: /s/ Steve Cook
Steve Cook
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.