Form 8-K

8-K — OMNICELL, INC.

Accession: 0000926326-26-000024

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0000926326

SIC: 3571 (ELECTRONIC COMPUTERS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — omcl-20261029.htm (Primary)

EX-99.1 (exhibit991q3-26.htm)

GRAPHIC (omnicell-logoxrxhzxgrnxrgba.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

XML — IDEA: XBRL DOCUMENT (R2.htm)

8-K

8-K (Primary)

Filename: omcl-20261029.htm · Sequence: 1

omcl-20261029

0000926326false00009263262026-10-292026-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 29, 2026

OMNICELL, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-33043 94-3166458

(State or other jurisdiction of

incorporation) (Commission File Number) (IRS Employer Identification Number)

4220 North Freeway

Fort Worth, TX 76137

(Address of principal executive offices, including zip code)

(877) 415-9990

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, $0.001 par value OMCL NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 29, 2026, Omnicell, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2026 and updating its guidance for the full year 2026. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Exhibit Description

99.1

Press release entitled “Omnicell Announces Third Quarter 2026 Financial Results” dated October 29, 2026

104 Cover Page Interactive Data File (embedded within the inline XBRL document)

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, hereunto duly authorized.

OMNICELL, INC.

Date: October 29, 2026

/s/ H. Baird Radford, III

Baird Radford

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: exhibit991q3-26.htm · Sequence: 2

Document

Exhibit 99.1

Contact: Omnicell, Inc.

David Unger 4220 North Freeway

Vice President, Investor Relations Fort Worth, TX 76137

ir@omnicell.com

Omnicell Announces Third Quarter 2026 Financial Results

Omnicell delivers solid third quarter 2026 financial results

Updates full year 2026 guidance

FORT WORTH, Texas -- October 29, 2026 -- Omnicell, Inc. (NASDAQ:OMCL) (“Omnicell,” “we,” “our,” or the “Company”), a healthcare technology leader focused on advancing autonomous medication management, today reported financial results for the third quarter ended September 30, 2026.

Third quarter results reflected continued execution across the business, supported by demand for Omnicell’s connected device portfolio, favorable product and service margins and disciplined cost management. Our business performed well during the quarter, with revenue and profitability both coming in above the high end of our previously provided guidance range, and we continue to see healthcare providers prioritize solutions that are designed to improve operational efficiency, optimize medication workflows, and help address ongoing workforce challenges.

“We delivered solid third quarter results and continued to execute against our strategic priorities,” said Randall A. Lipps, chairman, chief executive officer, and founder of Omnicell. “We believe our performance reflects the discipline we have built into the business throughout the year, combined with continued customer interest in solutions that are designed to improve efficiency, safety, and workforce productivity across medication management.”

“At the same time, we continue to see strong momentum with our next-generation platform, backed by a growing pipeline,” Lipps added. “Customers are validating the potential value of combining Titan XT with OmniSphere, our cloud-native platform, intended to improve productivity, efficiency, and workflow reliability. As we see health systems seek greater visibility and connectivity across the medication-use process, we believe Omnicell Titan XT and OmniSphere position us to capitalize on a significant long-term opportunity we see in autonomous medication management.”

Financial Results

Total revenues for the third quarter of 2026 were $308 million, down $3 million, or 1%, from the third quarter of 2025.

Total GAAP net income for the third quarter of 2026 was $11 million, or $0.24 per diluted share. This compares to GAAP net income of $5 million, or $0.12 per diluted share, for the third quarter of 2025.

Total non-GAAP net income for the third quarter of 2026 was $27 million, or $0.58 per diluted share. This compares to non-GAAP net income of $24 million, or $0.51 per diluted share, for the third quarter of 2025.

Total non-GAAP EBITDA for the third quarter of 2026 was $45 million. This compares to non-GAAP EBITDA of $41 million for the third quarter of 2025.

Balance Sheet

As of September 30, 2026, Omnicell’s balance sheet reflected cash and cash equivalents of $315 million, total debt (net of unamortized debt issuance costs) of $169 million, and total assets of $2.1 billion. Cash flows provided by operating activities in the

third quarter of 2026 totaled $33 million. This compares to cash flows provided by operating activities totaling $28 million in the third quarter of 2025.

As of September 30, 2026, the Company had $350 million of availability under its revolving credit facility with no outstanding balance.

Corporate Highlights

•Over 200 healthcare leaders and industry experts joined Omnicell for the sixth annual Illuminate, a virtual education and best practice sharing event. Panel discussions focused on real-world experiences building connected, intelligent medication management strategies that are designed to help drive meaningful clinical, operational, and financial outcomes.

•Issued the 2025 Environmental, Social, and Governance (ESG) Report, which reflects Omnicell’s ongoing commitment to ESG principles. Guided by innovation, the Report highlights the Company’s continuous focus on advancing autonomous medication management while supporting a more sustainable and patient-centered healthcare ecosystem.

2026 Guidance

The table below summarizes Omnicell’s fourth quarter and updated full year 2026 guidance. Given our strong third quarter 2026 profitability performance and continued focus on disciplined execution, we are increasing our full year 2026 non-GAAP EBITDA and non-GAAP earnings per share guidance ranges. In addition, as we are through the first three quarters of the year, we are tightening our full year 2026 total, product, and service revenues guidance ranges. We are also tightening our full year 2026 annual recurring revenue guidance range, with the low end unchanged, reflecting our increased visibility into the business as we approach year end. We are reiterating our product bookings guidance range, which continues to reflect our current assessment of the range of potential outcomes for full year 2026.

Q4 2026 2026

Product Bookings Not provided $425 million - $560 million

Annual Recurring Revenue Not provided $660 million - $670 million

Total Revenues $295 million - $301 million $1.225 billion - $1.231 billion

Product Revenues $161 million - $164 million $684 million - $687 million

Service Revenues $134 million - $137 million $541 million - $544 million

Technical Services Revenues Not provided $272 million - $273 million

SaaS and Expert Service Revenues Not provided $269 million - $271 million

Non-GAAP EBITDA $30 million - $36 million $187 million - $193 million

Non-GAAP Earnings Per Share $0.41 - $0.49 $2.48 - $2.56

The Company does not provide guidance for GAAP net income or GAAP earnings per share, nor a reconciliation of any forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures on a forward-looking basis because it is unable to predict certain items contained in the GAAP measures without unreasonable efforts. These forward-looking non-GAAP financial measures do not include certain items, which may be significant, including, but not limited to, unusual gains and losses, costs associated with future restructurings, acquisition-related expenses, and certain tax and litigation outcomes.

Omnicell Conference Call Information

Omnicell will hold a conference call today, Thursday, October 29, 2026, at 8:30 a.m. ET to discuss third quarter 2026 financial results. The conference call can be monitored by dialing (833) 461-5787 in the U.S. or (585) 542-9983 in international locations. The Conference ID is 574173299. A link to the live and archived webcast will also be available on the Investor Relations section of Omnicell’s website at https://ir.omnicell.com/events-and-presentations/.

About Omnicell

Omnicell is a healthcare technology leader focused on advancing autonomous medication management to drive meaningful outcomes across the patient care journey. Through AI-enabled innovation, enterprise intelligence, and scalable automation, we seek to connect and optimize medication management from orders to outcomes, empowering healthcare organizations worldwide to improve efficiency, enhance safety, strengthen financial performance, and deliver better experiences for patients and care teams. Learn more at omnicell.com.

From time to time, Omnicell may use the Company’s investor relations website and other online social media channels, including its LinkedIn page www.linkedin.com/company/omnicell, and Facebook page www.facebook.com/omnicellinc, to disclose material non-public information and comply with its disclosure obligations under Regulation Fair Disclosure (“Reg FD”).

OMNICELL and the Omnicell logo are registered trademarks of Omnicell, Inc. or one of its subsidiaries. This press release may also include the trademarks and service marks of other companies. Such trademarks and service marks are the marks of their respective owners.

Forward-Looking Statements

To the extent any statements contained in this press release deal with information that is not historical, these statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Without limiting the foregoing, statements including the words “expect,” “intend,” “may,” “will,” “should,” “would,” “could,” “plan,” “potential,” “anticipate,” “believe,” “forecast,” “guidance,” “outlook,” “goals,” “target,” “estimate,” “seek,” “predict,” “project,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to the occurrence of many events outside Omnicell’s control.

Such statements include, but are not limited to, Omnicell’s projected product bookings, revenues, including product, service, technical services and SaaS and Expert Services revenues, annual recurring revenue, non-GAAP EBITDA, and non-GAAP earnings per share; expectations regarding demand for, and customer interest in, our products and services, developing new or enhancing existing products and solutions and the related objectives and expected benefits (and any implied financial impact); Omnicell’s ability to maintain focus on operational discipline and execute against its strategic priorities; the ability for our next-generation platform to support our customers’ needs; the long-term opportunity the next-generation platform represents, and statements about Omnicell’s strategy, plans, objectives, promise and purpose, vision, goals, opportunities, and market or Company outlook.

Actual results and other events may differ significantly from those contemplated by forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, (i) unfavorable general economic and market conditions, including longer timeframes for purchasing decisions and entering into agreements for our products or solutions, (ii) Omnicell’s ability to take advantage of growth opportunities and develop and commercialize new solutions and enhance existing solutions, (iii) reduction in demand in the capital equipment market or reduction in the demand for or adoption of our solutions, systems, or services, (iv) Omnicell’s ability to successfully achieve anticipated growth targets or market adoption, (v) delays in installations of our medication management solutions or our more complex medication packaging systems, including the variability and difficulty in predicting purchasing decisions, for both current customers and competitive conversion opportunities being, difficulty forecasting product bookings due to the size and mix of potential customer opportunities or that the announcement of Titan XT may influence or impact purchasing decisions, including the timing of those decisions, (vi) delays, technical challenges and unexpected or greater than anticipated expenses associated with developing new products and services or failing to achieve technological or economic feasibility, obtain regulatory approval or gain market acceptance, (vii) the potential impact of periods of significant volatility due to geopolitical developments, (viii) the risk of increased credit, collection, and operational challenges from providing lease financing options to our customers, (ix) risks related to the incorporation of artificial intelligence technologies, including generative or agentic AI technologies, into our products, services and processes or our vendors offerings, (x) any disruption in Omnicell’s information technology systems and breaches of data security or cyber-attacks on its systems or solutions and any potential adverse legal, reputational, and financial effects that may result from it and/or additional cybersecurity incidents, as well as the effectiveness of business continuity plans during any future cybersecurity incidents, (xi) risks related to failing to maintain expected service levels when providing our SaaS and Expert Services or retaining our SaaS and Expert Services customers, (xii) Omnicell’s ability to meet the demands of, or maintain relationships with, GPOs and its institutional, retail, and specialty pharmacy customers, (xiii) the inability to secure or maintain access to existing and future specialty drugs or pharmacy provider networks for our specialty pharmacy customers, (xiv) continued and increased competition from current and future competitors in the medication management automation solutions market and the medication adherence solutions market, (xv) risks related to Omnicell’s investments in new business strategies or initiatives, including its transition to selling more products and services on a subscription basis, and its ability to acquire companies, businesses or technologies and successfully integrate such acquisitions, (xvi) Omnicell’s substantial debt, (xvii) risks presented by government regulations, legislative changes, fraud and anti-kickback statues, products liability claims, the outcome of legal proceedings, and other legal obligations related to healthcare, privacy, data protection, and information security, and the costs of compliance with, and potential liability associated with, our actual or perceived failure to comply with such obligations, including any potential governmental

investigations and enforcement actions, litigation, fines and penalties, exposure to indemnification obligations or other liabilities, and adverse publicity related to the same, (xviii) changes to the 340B Program, (xix) our international operations may subject us to additional risks, including from the impact of tariffs, (xx) covenants in our credit agreement could restrict our business and operations, (xxi) exposure to liquidity and counterparty risk as a result of financial institution and money market fund concentration, (xxii) risks related to climate change, legal, regulatory or market measures to address climate change and related emphasis on ESG matters by various stakeholders, (xxiii) catastrophic events, (xxiv) Omnicell’s ability to recruit and retain skilled and motivated personnel, (xxv) Omnicell’s ability to protect its intellectual property, (xxvi) risks related to the availability and sources of raw materials and components or price fluctuations, shortages, or interruptions of supply, (xxvii) Omnicell’s dependence on a limited number of suppliers for certain components, equipment, and raw materials, as well as technologies provided by third-party vendors, (xxviii) fluctuations in quarterly and annual operating results may make our future operating results difficult to predict, (xxix) failing to meet (or significantly exceeding) our publicly announced financial guidance, and (xxx) other risks and uncertainties further described in the “Risk Factors” section of Omnicell’s most recent Annual Report on Form 10-K, as well as in Omnicell’s other reports filed with or furnished to the United States Securities and Exchange Commission (“SEC”), available at www.sec.gov. Forward-looking statements should be considered in light of these risks and uncertainties. Readers are encouraged to review this press release in conjunction with our most recent Annual Report on Form 10-K and our other reports filed with or furnished to the SEC. Investors and others are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained in this press release speak only as of the date of this press release. Omnicell assumes no obligation to update any such statements publicly, or to update the reasons actual results could differ materially from those expressed or implied in any forward-looking statements, whether as a result of changed circumstances, new information, future events, or otherwise, except as required by law.

Use of Non-GAAP Financial Information

This press release contains financial measures that are not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Management evaluates and makes operating decisions using various performance measures. In addition to Omnicell’s GAAP results, we also consider non-GAAP product gross profit, non-GAAP product gross margin, non-GAAP service gross profit, non-GAAP service gross margin, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per diluted share, non-GAAP diluted shares, non-GAAP EBITDA, non-GAAP EBITDA margin, and non-GAAP free cash flow. These non-GAAP results and metrics should not be considered as an alternative to revenues, product gross profit, service gross profit, gross profit, operating expenses, income from operations, net income, net income per diluted share, diluted shares, net cash provided by operating activities, or any other performance measure derived in accordance with GAAP. We present these non-GAAP results and metrics because management considers them to be important supplemental measures of Omnicell’s performance and refers to such measures when analyzing Omnicell’s strategy and operations.

Our non-GAAP product gross profit, non-GAAP product gross margin, non-GAAP service gross profit, non-GAAP service gross margin, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per diluted share, non-GAAP EBITDA, and non-GAAP EBITDA margin are exclusive of certain items to facilitate management’s review of the comparability of Omnicell’s core operating results on a period-to-period basis because such items are not related to Omnicell’s ongoing core operating results as viewed by management. We define our “core operating results” as those revenues recorded in a particular period and the expenses incurred within such period that directly drive operating income in such period. Management uses these non-GAAP financial measures in making operating decisions because, in addition to meaningful supplemental information regarding operating performance, the measures give us a better understanding of how we believe we should invest in research and development, fund infrastructure growth, and evaluate the effectiveness of marketing strategies. In calculating the above non-GAAP results: non-GAAP product gross profit and non-GAAP product gross margin exclude from their GAAP equivalents items a), b), and h) below; non-GAAP service gross profit and non-GAAP service gross margin exclude from their GAAP equivalents a), b), and j) below; non-GAAP gross profit and non-GAAP gross margin exclude from their GAAP equivalents items a), b), h) and j) below; non-GAAP operating expenses, non-GAAP income from operations and non-GAAP operating margin exclude from their GAAP equivalents items a), b), c), e), f), g), h), i), j) and k) below; and non-GAAP net income and non-GAAP net income per diluted share exclude from their GAAP equivalents items a) through k) below. Non-GAAP EBITDA is defined as earnings before interest income and expense, taxes, depreciation, amortization, and share-based compensation, as well as excluding certain other non-GAAP adjustments. Non-GAAP EBITDA and non-GAAP EBITDA margin exclude from their GAAP equivalents items a), c), d), e), f), g), h), i), j) and k) below:

a)Share-based compensation expense. We excluded from our non-GAAP results the expense related to equity-based compensation plans as it represents expenses that do not require cash settlement from Omnicell.

b)Amortization of acquired intangible assets. We excluded from our non-GAAP results the intangible assets amortization expense resulting from our past acquisitions. These non-cash charges are not considered by management to reflect the core cash-generating performance of the business and therefore are excluded from our non-GAAP results.

c)Acquisition-related expenses. We excluded from our non-GAAP results the expenses related to recent acquisitions, including amortization of representations and warranties insurance. These expenses are unrelated to our ongoing operations, vary in size and frequency, and are subject to significant fluctuations from period to period due to varying levels of acquisition activity. We believe that excluding these expenses provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and to the financial results of peer companies.

d)Amortization of debt issuance costs. Debt issuance costs represent costs associated with the issuance of revolving credit facilities and convertible senior notes. The costs include underwriting fees, original issue discount, ticking fees, and legal fees. These non-cash expenses are not considered by management to reflect the core cash-generating performance of the business and therefore are excluded from our non-GAAP results.

e)Legal and regulatory expenses. We excluded from our non-GAAP results certain non-recurring legal and regulatory expenses, representing settlement amounts, related to certain claims of non-compliance with our government contracts that are outside of the ordinary course of our business. We believe that excluding these amounts provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and to the financial results of peer companies.

f)Management severance costs. We excluded from our non-GAAP results the severance expense of certain senior management associated with the restructuring of our senior leadership team. We believe that excluding these expenses provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and to the financial results of peer companies.

g)Executives transition costs. We excluded from our non-GAAP results the transition costs associated with the departure of a certain executive officer, primarily consisting of severance expenses. These expenses are unrelated to our ongoing operations and we do not expect them to occur in the ordinary course of business. We believe that excluding these expenses provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and to the financial results of peer companies.

h)Professional Services restructuring costs. We excluded from our non-GAAP results nonrecurring restructuring charges related to organizational and resource adjustments within Professional Services to improve scalability and better align with evolving customer needs. These expenses are unrelated to our ongoing operations and we believe that excluding these expenses provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and to the financial results of peer companies.

i)Product organization restructuring costs. We excluded from our non-GAAP results the nonrecurring charges related to the restructuring of the product organization to better align teams, resources, and priorities with our strategic goals and future growth plans. These charges consisted primarily of severance and other related expenses. We believe that excluding these expenses provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and to the financial results of peer companies.

j)EnlivenHealth restructuring costs. We excluded from our non-GAAP results the nonrecurring charges primarily related to restructuring within the EnlivenHealth business as we seek to gain operational efficiency and synergy, and adapt to the recent industry dynamics within the retail pharmacy space. These charges consisted primarily of severance and other related expenses. These expenses are unrelated to our ongoing operations and we believe that excluding these expenses provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and to the financial results of peer companies.

k)China restructuring costs. We excluded from our non-GAAP results the nonrecurring restructuring charges related to the exit of our Beijing, China office as part of our operating model adjustments. These charges consisted primarily of severance and other related expenses. These expenses are unrelated to our ongoing operations and we believe that excluding these expenses provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and to the financial results of peer companies.

Management adjusts for the above items because management believes that, in general, these items possess one or more of the following characteristics: their magnitude and timing is largely outside of Omnicell’s control; they are unrelated to the ongoing operation of the business in the ordinary course; they are unusual and we do not expect them to occur in the ordinary course of business; or they are non-operational or non-cash expenses involving stock compensation plans or other items.

We believe that the presentation of non-GAAP product gross profit, non-GAAP product gross margin, non-GAAP service gross profit, non-GAAP service gross margin, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-

GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per diluted share, non-GAAP EBITDA, and non-GAAP EBITDA margin is warranted for several reasons:

a)Such non-GAAP financial measures provide an additional analytical tool for understanding Omnicell’s financial performance by excluding the impact of items which may obscure trends in the core operating results of the business.

b)Since we have historically reported non-GAAP results to the investment community, we believe the inclusion of non-GAAP numbers provides consistency and enhances investors’ ability to compare our performance across financial reporting periods.

c)These non-GAAP financial measures are employed by management in its own evaluation of performance and are utilized in financial and operational decision-making processes, such as budget planning and forecasting.

d)These non-GAAP financial measures facilitate comparisons to the operating results of other companies in our industry, which also use non-GAAP financial measures to supplement their GAAP results (although these companies may calculate non-GAAP financial measures differently than Omnicell does), thus enhancing the perspective of investors who wish to utilize such comparisons in their analysis of our performance.

Set forth below are additional reasons why share-based compensation expense is excluded from our non-GAAP financial measures:

i)While share-based compensation calculated in accordance with Accounting Standards Codification (“ASC”) 718 constitutes an ongoing and recurring expense of Omnicell, it is not an expense that requires cash settlement by Omnicell. We therefore exclude these charges for purposes of evaluating core operating results. Thus, our non-GAAP measurements are presented exclusive of share-based compensation expense to assist management and investors in evaluating our core operating results.

ii)We present ASC 718 share-based payment compensation expense in our reconciliation of non-GAAP financial measures on a pre-tax basis because the exact tax differences related to the timing and deductibility of share-based compensation under ASC 718 are dependent upon the trading price of Omnicell’s common stock and the timing and exercise by employees of their stock options. As a result of these timing and market uncertainties, the tax effect related to share-based compensation expense would be inconsistent in amount and frequency and is therefore excluded from our non-GAAP results.

Non-GAAP diluted shares is defined as our GAAP diluted shares, excluding the impact of dilutive convertible senior notes for which the Company is economically hedged through its anti-dilutive convertible note hedge transaction. Additionally, in a period of net loss, GAAP diluted shares are further adjusted for certain shares whose effect would be dilutive in a period of net income. We believe non-GAAP diluted shares is a useful non-GAAP metric because it provides insight into the offsetting economic effect of the hedge transaction against potential conversion of the convertible senior notes.

Non-GAAP free cash flow is defined as net cash provided by operating activities less cash used for software development for external use and purchases of property and equipment. We believe free cash flow is important to enable investors to better understand and evaluate our ongoing operating results and allows for greater transparency in the review and understanding of our overall financial, operational, and economic performance, because free cash flow takes into account certain capital expenditures and cash used for software development necessary to operate our business.

As stated above, we present non-GAAP financial measures because we consider them to be important supplemental measures of performance. However, non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for Omnicell’s GAAP results. In the future, we expect to incur expenses similar to certain of the non-GAAP adjustments described above and expect to continue reporting non-GAAP financial measures excluding such items. Some of the limitations in relying on non-GAAP financial measures are:

a)Omnicell’s equity incentive plans and stock purchase plans are important components of incentive compensation arrangements and will be reflected as expenses in Omnicell’s GAAP results for the foreseeable future under ASC 718.

b)Other companies, including companies in Omnicell’s industry, may calculate non-GAAP financial measures differently than Omnicell, limiting their usefulness as a comparative measure.

c)A limitation of the utility of free cash flow as a measure of financial performance is that it does not represent the total increase or decrease in Omnicell’s cash balance for the period.

A detailed reconciliation between Omnicell’s non-GAAP and GAAP financial results is set forth in the financial tables at the end of this press release. Investors are advised to carefully review and consider this information strictly as a supplement to the GAAP results that are contained in this press release as well as in Omnicell’s other reports filed with or furnished to the SEC.

Omnicell, Inc.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Revenues:

Product revenues $ 173,052 $ 177,498 $ 522,914 $ 485,838

Service revenues

134,799 133,133 407,025 385,023

Total revenues 307,851 310,631 929,939 870,861

Cost of revenues:

Cost of product revenues 98,222 96,741 279,408 274,245

Cost of service revenues

71,803 79,387 219,407 223,499

Total cost of revenues 170,025 176,128 498,815 497,744

Gross profit

137,826 134,503 431,124 373,117

Operating expenses:

Research and development 22,352 24,021 64,170 66,120

Selling, general, and administrative 100,541 102,238 302,718 302,252

Total operating expenses 122,893 126,259 366,888 368,372

Income from operations 14,933 8,244 64,236 4,745

Interest and other income (expense), net 871 1,459 2,306 5,881

Income before income taxes 15,804 9,703 66,542 10,626

Provision for income taxes 4,760 4,241 19,851 6,548

Net income $ 11,044 $ 5,462 $ 46,691 $ 4,078

Net income per share:

Basic $ 0.24 $ 0.12 $ 1.02 $ 0.09

Diluted $ 0.24 $ 0.12 $ 1.01 $ 0.09

Weighted-average shares outstanding:

Basic 45,893 45,540 45,610 46,304

Diluted 46,466 45,900 46,269 46,657

Omnicell, Inc.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)

September 30,

2026 December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents $ 314,856 $ 196,520

Accounts receivable and unbilled receivables, net 236,046 216,858

Inventories 98,278 100,905

Prepaid expenses 50,631 33,709

Other current assets 84,170 132,077

Total current assets 783,981 680,069

Property and equipment, net

124,302 120,111

Long-term investment in sales-type leases, net

67,302 60,742

Operating lease right-of-use assets

23,097 24,366

Goodwill

737,125 737,946

Intangible assets, net

156,373 170,105

Long-term deferred tax assets

44,886 58,337

Prepaid commissions

52,623 52,840

Other long-term assets

67,147 70,204

Total assets $ 2,056,836 $ 1,974,720

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 60,824 $ 43,990

Accrued compensation 68,335 57,172

Accrued liabilities 144,749 203,586

Deferred revenues

199,789 171,861

Total current liabilities 473,697 476,609

Long-term deferred revenues

63,792 63,254

Long-term deferred tax liabilities 640 683

Long-term operating lease liabilities

21,161 24,794

Other long-term liabilities

11,783 9,970

Convertible senior notes, net 168,508 167,596

Total liabilities 739,581 742,906

Total stockholders’ equity 1,317,255 1,231,814

Total liabilities and stockholders’ equity $ 2,056,836 $ 1,974,720

Omnicell, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

Nine Months Ended September 30,

2026 2025

Operating Activities

Net income $ 46,691 $ 4,078

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 55,812 58,984

Loss on disposal of assets 440 408

Share-based compensation expense 33,122 32,526

Deferred income taxes 13,408 1,233

Amortization of operating lease right-of-use assets 5,762 5,868

Impairment of external-use software development costs 122 —

Amortization of debt issuance costs 1,494 2,155

Changes in operating assets and liabilities:

Accounts receivable and unbilled receivables (19,188) 12,450

Inventories 2,627 (17,731)

Prepaid expenses (16,922) (4,305)

Other current assets (12,611) (10,037)

Investment in sales-type leases (8,212) (2,493)

Prepaid commissions 217 2,097

Other long-term assets (2,673) 5,919

Accounts payable 18,245 10,695

Accrued compensation 11,163 (10,999)

Accrued liabilities 4,805 (13,059)

Deferred revenues 28,737 26,901

Operating lease liabilities (8,986) (8,753)

Other long-term liabilities 1,813 1,009

Net cash provided by operating activities 155,866 96,946

Investing Activities

External-use software development costs (8,765) (13,237)

Purchases of property and equipment (32,738) (32,706)

Net cash used in investing activities (41,503) (45,943)

Financing Activities

Repayment of convertible senior notes due 2025 — (175,000)

Proceeds from issuances under stock-based compensation plans 14,014 15,162

Employees’ taxes paid related to restricted stock units (7,826) (5,963)

Excise tax paid on common stock repurchases (388) —

Common stock repurchases

— (77,600)

Change in customer funds, net (31,713) 15,989

Net cash used in financing activities (25,913) (227,412)

Effect of exchange rate changes on cash and cash equivalents (1,827) 3,250

Net increase (decrease) in cash, cash equivalents, and restricted cash 86,623 (173,159)

Cash, cash equivalents, and restricted cash at beginning of period 251,032 398,614

Cash, cash equivalents, and restricted cash at end of period $ 337,655 $ 225,455

Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets:

Cash and cash equivalents $ 314,856 $ 180,053

Restricted cash included in other current assets 22,799 45,402

Cash, cash equivalents, and restricted cash at end of period $ 337,655 $ 225,455

Omnicell, Inc.

Reconciliation of GAAP to Non-GAAP

(Unaudited, in thousands, except per share data and percentage)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Reconciliation of GAAP product gross profit to non-GAAP product gross profit:

GAAP product revenues $ 173,052 $ 177,498 $ 522,914 $ 485,838

GAAP cost of product revenues 98,222 96,741 279,408 274,245

GAAP product gross profit $ 74,830 $ 80,757 $ 243,506 $ 211,593

GAAP product gross margin 43.2% 45.5% 46.6% 43.6%

Share-based compensation expense 601 277 1,850 1,721

Amortization of acquired intangibles 333 332 998 1,014

Professional Services restructuring — — 1,630 —

Non-GAAP product gross profit $ 75,764 $ 81,366 $ 247,984 $ 214,328

Non-GAAP product gross margin 43.8% 45.8% 47.4% 44.1%

Reconciliation of GAAP service gross profit to non-GAAP service gross profit:

GAAP service revenues $ 134,799 $ 133,133 $ 407,025 $ 385,023

GAAP cost of service revenues 71,803 79,387 219,407 223,499

GAAP service gross profit $ 62,996 $ 53,746 $ 187,618 $ 161,524

GAAP service gross margin 46.7% 40.4% 46.1% 42.0%

Share-based compensation expense 817 719 2,472 2,200

Amortization of acquired intangibles 289 654 908 1,966

EnlivenHealth restructuring — 892 — 892

Non-GAAP service gross profit $ 64,102 $ 56,011 $ 190,998 $ 166,582

Non-GAAP service gross margin 47.6% 42.1% 46.9% 43.3%

Reconciliation of GAAP gross profit to non-GAAP gross profit:

GAAP gross profit $ 137,826 $ 134,503 $ 431,124 $ 373,117

GAAP gross margin 44.8% 43.3% 46.4% 42.8%

Share-based compensation expense 1,418 996 4,322 3,921

Amortization of acquired intangibles 622 986 1,906 2,980

Professional Services restructuring — — 1,630 —

EnlivenHealth restructuring — 892 — 892

Non-GAAP gross profit $ 139,866 $ 137,377 $ 438,982 $ 380,910

Non-GAAP gross margin 45.4% 44.2% 47.2% 43.7%

Reconciliation of GAAP operating expenses to non-GAAP operating expenses:

GAAP operating expenses $ 122,893 $ 126,259 $ 366,888 $ 368,372

GAAP operating expenses % to total revenues 39.9% 40.6% 39.5% 42.3%

Share-based compensation expense (9,999) (10,214) (28,800) (28,605)

Amortization of acquired intangibles (3,840) (4,248) (11,715) (13,283)

Acquisition-related expenses (182) (182) (546) (546)

China restructuring (652) — (652) —

Professional Services restructuring — — (131) —

Product organization restructuring — — (1,929) —

EnlivenHealth restructuring — (1,674) — (1,674)

Legal and regulatory expenses — — — (2,700)

Management severance costs — — — (562)

Executives transition costs — — — (968)

Non-GAAP operating expenses $ 108,220 $ 109,941 $ 323,115 $ 320,034

Non-GAAP operating expenses as a % of total revenues 35.2% 35.4% 34.7% 36.7%

Omnicell, Inc.

Reconciliation of GAAP to Non-GAAP

(Unaudited, in thousands, except per share data and percentage)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Reconciliation of GAAP income from operations to non-GAAP income from operations:

GAAP income from operations $ 14,933 $ 8,244 $ 64,236 $ 4,745

GAAP operating income % to total revenues 4.9% 2.7% 6.9% 0.5%

Share-based compensation expense 11,417 11,210 33,122 32,526

Amortization of acquired intangibles 4,462 5,234 13,621 16,263

Acquisition-related expenses 182 182 546 546

China restructuring 652 — 652 —

Professional Services restructuring — — 1,761 —

Product organization restructuring — — 1,929 —

EnlivenHealth restructuring — 2,566 — 2,566

Legal and regulatory expenses — — — 2,700

Management severance costs — — — 562

Executives transition costs — — — 968

Non-GAAP income from operations $ 31,646 $ 27,436 $ 115,867 $ 60,876

Non-GAAP operating margin (non-GAAP operating income as a % of total revenues) 10.3% 8.8% 12.5% 7.0%

Reconciliation of GAAP net income to non-GAAP net income:

GAAP net income $ 11,044 $ 5,462 $ 46,691 $ 4,078

Share-based compensation expense 11,417 11,210 33,122 32,526

Amortization of acquired intangibles 4,462 5,234 13,621 16,263

Acquisition-related expenses

182 182 546 546

China restructuring 652 — 652 —

Professional Services restructuring — — 1,761 —

Product organization restructuring — — 1,929 —

EnlivenHealth restructuring — 2,566 — 2,566

Legal and regulatory expenses — — — 2,700

Management severance costs — — — 562

Executives transition costs — — — 968

Amortization of debt issuance costs 499 694 1,494 2,155

Tax effect of the adjustments above (a)

(1,217) (1,822) (4,201) (5,410)

Non-GAAP net income $ 27,039 $ 23,526 $ 95,615 $ 56,954

______________________________________________

(a)Tax effects calculated for all adjustments except share-based compensation expense, using an estimated annual effective tax rate of 21% for both fiscal years 2026 and 2025.

Omnicell, Inc.

Reconciliation of GAAP to Non-GAAP

(Unaudited, in thousands, except per share data and percentage)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Reconciliation of GAAP net income per share - diluted to non-GAAP net income per share - diluted:

Shares - diluted GAAP 46,466 45,900 46,269 46,657

Shares - diluted non-GAAP 46,466 45,900 46,269 46,657

GAAP net income per share - diluted $ 0.24 $ 0.12 $ 1.01 $ 0.09

Share-based compensation expense 0.25 0.24 0.73 0.70

Amortization of acquired intangibles 0.10 0.11 0.29 0.35

Acquisition-related expenses 0.00 0.00 0.01 0.01

China restructuring 0.01 — 0.01 —

Professional Services restructuring — — 0.04 —

Product organization restructuring — — 0.04 —

EnlivenHealth restructuring — 0.06 — 0.05

Legal and regulatory expenses — — — 0.06

Management severance costs — — — 0.01

Executives transition costs — — — 0.02

Amortization of debt issuance costs 0.01 0.02 0.03 0.05

Tax effect of the adjustments above (a)

(0.03) (0.04) (0.09) (0.12)

Non-GAAP net income per share - diluted $ 0.58 $ 0.51 $ 2.07 $ 1.22

Reconciliation of GAAP net income to non-GAAP EBITDA (b):

GAAP net income $ 11,044 $ 5,462 $ 46,691 $ 4,078

Share-based compensation expense 11,417 11,210 33,122 32,526

Interest (income) and expense, net (2,031) (2,625) (5,045) (8,533)

Depreciation and amortization expense 18,408 19,402 55,812 58,984

Acquisition-related expenses 182 182 546 546

China restructuring 652 — 652 —

Professional Services restructuring — — 1,761 —

Product organization restructuring — — 1,929 —

EnlivenHealth restructuring — 2,566 — 2,566

Legal and regulatory expenses — — — 2,700

Management severance costs — — — 562

Executives transition costs — — — 968

Amortization of debt issuance costs 499 694 1,494 2,155

Provision for income taxes 4,760 4,241 19,851 6,548

Non-GAAP EBITDA $ 44,931 $ 41,132 $ 156,813 $ 103,100

Non-GAAP EBITDA margin (non-GAAP EBITDA as a % of total revenues) 14.6% 13.2% 16.9% 11.8%

______________________________________________

(a)Tax effects calculated for all adjustments except share-based compensation expense, using an estimated annual effective tax rate of 21% for both fiscal years 2026 and 2025.

(b)Defined as earnings before interest income and expense, taxes, depreciation, amortization, and share-based compensation, as well as excluding certain other non-GAAP adjustments.

Omnicell, Inc.

Reconciliation of GAAP to Non-GAAP

(Unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Reconciliation of GAAP net cash provided by operating activities to non-GAAP free cash flow:

GAAP net cash provided by operating activities $ 33,052 $ 28,267 $ 155,866 $ 96,946

External-use software development costs (1,742) (4,528) (8,765) (13,237)

Purchases of property and equipment (11,363) (9,753) (32,738) (32,706)

Non-GAAP free cash flow $ 19,947 $ 13,986 $ 114,363 $ 51,003

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