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OMCL 8-K filings, explained
Every material Form 8-K Omnicell has filed with the SEC since November 25, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Omnicell reported third-quarter 2026 revenue of $308 million, down $3 million, or 1%, from a year earlier, while GAAP net income rose to $11 million, or $0.24 per diluted share, from $5 million, or $0.12. The company raised its full-year 2026 non-GAAP EBITDA and non-GAAP earnings per share guidance, so profit expectations improved even as revenue slipped.
Q3 2026 non-GAAP net income was $27 million, or $0.58 per diluted share, versus $24 million, or $0.51, in Q3 2025.
Full-year 2026 non-GAAP EBITDA guidance was raised to $187 million-$193 million; non-GAAP EPS guidance was raised to $2.48-$2.56.
Full-year 2026 total revenue guidance was tightened to $1.225 billion-$1.231 billion.
As of September 30, 2026, cash and cash equivalents were $315 million and the company had $350 million of undrawn revolving credit availability.
Omnicell reported second quarter 2026 revenue of $312 million, up 7% from a year earlier, and GAAP net income of $24 million, or $0.52 per diluted share, versus $6 million a year earlier. The company raised its full-year 2026 non-GAAP EBITDA and non-GAAP EPS guidance, and narrowed its full-year revenue range to $1.225 billion to $1.245 billion. Results include a $15 million refund of previously paid IEEPA tariffs.
Q2 2026 non-GAAP EPS was $0.94, up from $0.45; non-GAAP EBITDA was $67 million, up from $38 million
Full-year 2026 guidance: non-GAAP EBITDA $175 million to $185 million; non-GAAP EPS $2.15 to $2.30
Q3 2026 total revenue guidance is $301 million to $307 million; full-year product bookings guidance is $425 million to $560 million
On July 1, 2026, Nnamdi Njoku was named President and Chief Operating Officer
Omnicell appointed Nnamdi Njoku as President effective July 1, 2026, while he keeps his role as Chief Operating Officer. Randall Lipps stepped down as President but continues as Chief Executive Officer and Chairman, and Njoku will report to him. The filing describes this as a change in how Omnicell's top leadership duties are divided, with Njoku focused on long-term growth strategy and operational execution.
Njoku was appointed President effective July 1, 2026, and remains Chief Operating Officer; he had been COO since October 2024
Lipps stepped down as President; he remains CEO and Chairman with no compensation changes tied to the transition
Board approved a one-time restricted stock unit award with a target grant date value of approximately $500,000; one-third vests after one year, the rest in equal amounts at two and three years
Njoku's 2026 base salary is unchanged at $661,000, with a target cash bonus of 100% of base salary
At its May 19, 2026 annual meeting, Omnicell stockholders elected Joanne B. Bauer, Robin G. Seim and Eileen J. Voynick as Class I directors and approved an amendment adding 1,600,000 shares to the 2009 Equity Incentive Plan. They also approved a charter amendment, filed May 20, 2026, that provides officer exculpation from personal liability as permitted by Delaware law, and ratified Deloitte & Touche LLP as auditor for 2026. The share increase expands the number of shares available for issuance under the plan.
Bauer, Seim and Voynick elected to serve until the 2029 Annual Meeting of Stockholders
Equity plan amendment approved: 35,182,712 for, 1,472,716 against, 100,392 abstain, 4,704,566 broker non-votes
Charter amendment approved: 34,320,796 for, 2,419,140 against, 15,884 abstain; filed with Delaware on May 20, 2026
Deloitte & Touche LLP ratified for the year ending December 31, 2026: 41,224,274 for, 206,940 against
Omnicell reported first-quarter 2026 total revenue of $310 million, up 15% from a year earlier, and GAAP net income of $11 million, or $0.25 per diluted share, compared with a net loss of $7 million, or $0.15 per share, in the first quarter of 2025. The company raised its full-year 2026 non-GAAP EBITDA and non-GAAP earnings per share guidance, citing first-quarter profitability and spend discipline.
Total revenue of $310 million, up $40 million, or 15%, from the first quarter of 2025.
GAAP net income of $11 million ($0.25 per diluted share) versus a GAAP net loss of $7 million ($0.15 per share) a year earlier.
Full-year 2026 non-GAAP EBITDA guidance raised to $153 million-$168 million; non-GAAP EPS guidance raised to $1.80-$2.00.
Cash and cash equivalents of $239 million as of March 31, 2026; second-quarter 2026 total revenue guidance of $307 million-$313 million.
Omnicell reported fourth quarter and full-year 2025 results on February 5, 2026. Revenue grew, with full-year revenue of $1.185 billion up 7%, but profit fell: full-year GAAP net income dropped to $2 million from $13 million, and the fourth quarter posted a GAAP net loss. The company also guided 2026 total revenues to $1.215 billion to $1.255 billion and non-GAAP earnings per share to $1.65 to $1.85.
Q4 2025 revenue was $314 million, up $7 million or 2%; GAAP net loss was $2 million ($0.05 per diluted share) versus GAAP net income of $16 million ($0.34) in Q4 2024.
Full-year 2025 revenue was $1.185 billion, up 7%; GAAP net income was $2 million ($0.04 per diluted share) versus $13 million in 2024.
Full-year 2025 non-GAAP earnings per diluted share were $1.62, down from $1.71; product bookings were $535 million, down 4% from $558 million.
2026 guidance: total revenues of $1.215 billion to $1.255 billion, non-GAAP EBITDA of $145 million to $160 million, and non-GAAP EPS of $1.65 to $1.85.
Omnicell reported third quarter 2025 revenue of $311 million, up $28 million or 10% from a year earlier, and raised its full-year 2025 revenue, non-GAAP EBITDA and non-GAAP EPS guidance. Profit per share fell year over year on both GAAP and non-GAAP bases, so shareholders get higher sales and a higher outlook alongside lower quarterly earnings.
Q3 2025 total revenues were $311 million, up 10% from $282 million in Q3 2024.
GAAP net income was $5 million, or $0.12 per diluted share, versus $9 million, or $0.19, a year earlier.
Full-year 2025 total revenue guidance was raised to $1.177 billion-$1.187 billion; non-GAAP EPS guidance was raised to $1.63-$1.73.
Omnicell appointed Baird Radford as Executive Vice President and Chief Financial Officer, effective August 26, 2025. Nchacha Etta is stepping down from the CFO role and will stay as an executive adviser until his separation, effective November 15, 2025. The filing discloses Radford's initial base salary and proposed equity and bonus targets, which shareholders can review for the cost and incentive structure of the new CFO's pay.
Baird Radford, age 55, previously served as CFO of Allakos, Inc. from April 2021 to May 2025 and as CFO of HeartFlow, Inc. from July 2014 to January 2020
Initial base salary of $525,000; target cash bonus of 90% of base salary under the Executive Bonus Plan, with payouts of 0% to 200% of target
Proposed one-time RSU award with a grant date target value of $1,000,000, plus 2026 annual awards of $1,150,000 in RSUs and $1,150,000 in PSUs, subject to Board or committee approval
Nchacha Etta remains an executive adviser until his separation, effective November 15, 2025
Omnicell reported second quarter 2025 total revenues of $291 million, up 5% from a year earlier, and GAAP net income of $6 million, or $0.12 per diluted share. Non-GAAP net income fell to $21 million, or $0.45 per share, from $24 million, or $0.51, a year earlier. The company raised its full-year 2025 total revenue, non-GAAP EBITDA and non-GAAP EPS guidance, while reaffirming its product bookings and annual recurring revenue outlook.
Q2 2025 total revenues were $291 million, up $14 million, or 5%, from Q2 2024
GAAP net income was $6 million ($0.12 per diluted share), versus $4 million ($0.08) a year earlier; non-GAAP net income was $21 million ($0.45), versus $24 million ($0.51)
Full-year 2025 total revenue guidance is now $1.130 billion to $1.160 billion; non-GAAP EBITDA guidance is $130 million to $145 million; non-GAAP EPS guidance is $1.40 to $1.65
Operating cash flow was $43 million in Q2 2025, down from $59 million in Q2 2024
Omnicell said its Chief Financial Officer, Nchacha Etta, will leave the company without cause, with his separation date moved from September 15, 2025 to November 15, 2025. He will stay in the CFO role until the company names a new CFO or moves him to an advisory role, and the separation agreement sets out severance and other benefits. A CFO transition is significant for shareholders, and the filing does not name a successor.
Separation date extended from September 15, 2025 to November 15, 2025, under a separation agreement dated June 5, 2025
Etta continues as EVP and CFO until a New CFO is appointed or he moves to a Special Advisor to the CEO role, whichever comes first
Severance and benefits follow the Executive Severance Plan, plus one additional year of equity vesting credit and a $10,000 outplacement payment
Financial planning services for 12 months, capped at $16,000 per year
At its May 21, 2025 annual meeting, Omnicell stockholders re-elected three Class III directors to terms ending at the 2028 annual meeting and approved an amendment to the 2009 Equity Incentive Plan that adds 1,750,000 shares for issuance. Stockholders also approved the auditor selection and the advisory vote on executive compensation, so the 2025 shareholder votes are settled and the plan change expands the shares available for equity awards.
Edward P. Bousa, Mary Garrett and Bruce E. Scott elected to the Board until the 2028 annual meeting; Bousa received 35,421,552 votes for and 2,264,612 withheld
Equity Incentive Plan amendment approved with 35,600,671 votes for and 1,915,066 against, adding 1,750,000 shares
Advisory say-on-pay proposal approved with 35,780,985 votes for and 1,724,508 against
Deloitte & Touche LLP ratified as independent auditor for the year ending December 31, 2025 with 41,527,276 votes for
Omnicell reported first-quarter 2025 total revenue of $270 million, up 10% from a year earlier, and a GAAP net loss of $7 million, narrower than the $16 million loss a year earlier. The company lowered its full-year 2025 non-GAAP EBITDA and non-GAAP earnings per share guidance, citing higher potential supply chain costs tied to tariffs, which matters to shareholders because the profit outlook is now lower.
Q1 2025 total revenue was $270 million, up $24 million or 10% year over year, and above previously issued Q1 guidance.
Q1 2025 non-GAAP net income was $12 million, or $0.26 per diluted share, compared with $1 million, or $0.03, a year earlier.
Full-year 2025 non-GAAP EBITDA guidance is now $100 million to $145 million, and non-GAAP EPS guidance is $1.00 to $1.65, both reduced.
Q1 2025 cash flow from operations was $26 million, compared with $50 million in Q1 2024.
Omnicell said Chief Financial Officer Nchacha Etta will step down, effective September 15, 2025 or until a successor is named, and he will remain in the role while the company searches for a replacement. The filing says his departure is not due to any disagreement over operations, policies or practices, including financial reporting. The company also reiterated its first quarter and full year 2025 guidance, first issued February 6, 2025.
Nchacha Etta steps down as EVP and CFO, effective September 15, 2025 or until a successor is named
Etta stays in the CFO role during the search and will assist with the transition
A transition agreement is expected, but its material terms were not finalized as of the filing
Company reiterated first quarter and full year 2025 guidance issued February 6, 2025
Omnicell entered into a new employment agreement with CEO Randall A. Lipps, who will continue as President and CEO, with a term through December 31, 2027. The filing sets his minimum base salary, bonus target and long-term incentive grant value, along with detailed severance terms that vary by termination circumstances and any change in control.
Term runs through December 31, 2027; base salary of no less than $833,000 and target bonus of at least 125% of base salary
Annual long-term incentive award with grant date fair value of no less than $6,375,000
Non-change-in-control severance of 3 times salary plus target bonus before the 2027 equity grant, and 1.5 times after it
Change-in-control severance equal to the greater of the non-CIC amount or 2 times salary plus target bonus, with protection from 6 months before to 24 months after a change in control
Omnicell reported fourth-quarter 2024 revenue of $307 million, up 19% from a year earlier, and GAAP net income of $16 million, compared with a loss of $14 million in the prior-year quarter. For the full year, revenue fell 3% to $1.112 billion and non-GAAP earnings per diluted share fell to $1.71 from $1.91, so shareholders see a mixed picture. The company also gave 2025 guidance for total revenue of $1.105 billion to $1.155 billion and non-GAAP earnings per share of $1.65 to $1.85.
Q4 2024 total revenue was $307 million, up $48 million, or 19%, from Q4 2023; full-year revenue was $1.112 billion, down $35 million, or 3%.
Full-year 2024 GAAP net income was $13 million, or $0.27 per diluted share, versus a GAAP net loss of $20 million in 2023.
Full-year 2024 non-GAAP net income was $79 million, or $1.71 per diluted share, versus $87 million, or $1.91, in 2023; non-GAAP EBITDA was $136 million versus $138 million.
2025 guidance: total revenue of $1.105 billion to $1.155 billion and non-GAAP EBITDA of $140 million to $155 million.
Omnicell completed a private offering of $172.5 million of 1.00% convertible senior notes due December 1, 2029 on November 22, 2024, including the full exercise of a $22.5 million option. The company used about $391.2 million in cash, together with net proceeds of about $166.0 million, to repurchase $400.0 million of its 0.25% convertible notes due 2025. The filing shows a refinancing of near-term convertible debt with longer-dated debt, with potential dilution to shareholders if the notes convert into stock.
Offering totaled $172.5 million, including $22.5 million from the initial purchasers' option, and closed November 22, 2024.
Notes bear 1.00% annual interest and mature December 1, 2029; the initial conversion price is about $57.25 per share, a premium of about 35% to the November 19, 2024 closing price.
Net proceeds were about $166.0 million; about $391.2 million in cash was used to repurchase $400.0 million of 2025 notes.
The company may not redeem the notes before December 6, 2027.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
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