Form 8-K

8-K — OMNICELL, INC.

Accession: 0001104659-26-079606

Filed: 2026-07-01

Period: 2026-06-30

CIK: 0000926326

SIC: 3571 (ELECTRONIC COMPUTERS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2619353d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2619353d1_ex99-1.htm)

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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): June 30, 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 ¨

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 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 30, 2026, the

Board of Directors (“Board”) of Omnicell, Inc. (“Omnicell” or the “Company”) appointed Mr. Nnamdi

Njoku to serve as President of the Company, effective July 1, 2026. Mr. Njoku will retain his role of Chief Operating Officer

of the Company. A press release announcing the appointment and promotion of Mr. Njoku as President of the Company is attached as

Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In his role as President and

Chief Operating Officer, Mr. Njoku will shape and advance Omnicell’s long-term growth strategy and innovation roadmap, focused on scaling global operations while seeking

to ensure seamless operational execution and excellence across product, innovation, and customer experience. In

connection with Mr. Njoku’s promotion, the Company’s President, Chief Executive Officer and Chairman of the Board, Randall

A. Lipps, stepped down from his role as President of the Company. Mr. Lipps will continue to serve as Chief Executive Officer and

Chairman of the Board, and there will be no compensation changes in connection with Mr. Lipps’ transitioning President duties

to Mr. Njoku. Mr. Njoku will continue to report to Mr. Lipps.

Before being appointed as

President and Chief Operating Officer of Omnicell, Mr. Njoku, age 49, served as Executive Vice President and Chief Operating Officer

of the Company from October 2024 until June 2026. Prior to joining Omnicell, Mr. Njoku served as President – Sports

Medicine, Surgical, Upper Extremities and Restorative Therapies of Zimmer Biomet Holdings, Inc., a global medical technology leader,

from March 2023 to September 2024. From April 2022 to March 2023, Mr. Njoku served as Senior Vice President &

President – Neuromodulation at Medtronic, Inc., a subsidiary of Medtronic plc, a leading global healthcare technology company

(“Medtronic”). Prior to that, he served as President – Mechanical Circulatory Support from August 2019 to March 2022,

as Vice President & General Manager – Transformative Solutions from February 2018 to August 2019 and as Vice

President, Surgical Synergy from September 2017 to October 2018 at Medtronic. From August 2005 to August 2017, Mr. Njoku

held executive operational roles of increasing responsibility at Medtronic. Prior to Medtronic, Mr. Njoku served in operational roles

of increasing responsibility at UnitedHealth Group and Deloitte Consulting. Mr. Njoku received a Bachelor of Arts degree in business

administration from the University of St. Thomas and an MBA from Cornell University.

There are no arrangements

or understandings between Mr. Njoku and any other persons pursuant to which he was appointed as President. There are no family relationships

between Mr. Njoku and any director or executive officer of the Company, and Mr. Njoku has no direct or indirect material interest

in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment

and promotion to President and Chief Operating Officer, the Compensation Committee of the Board approved a one-time equity award, subject

to the terms and conditions of the Company's 2009 Equity Incentive Plan and applicable award agreement, for Mr. Njoku with a target

grant date value of approximately $500,000 in the form of restricted stock units, one-third (1/3) of which will vest following the one-year

anniversary of the grant date and the remaining two-thirds (2/3) will vest in equal amounts on the two- and three-year anniversaries of

the grant date, respectively. In his role as President and Chief Operating Officer of the Company, Mr. Njoku’s annual base

salary for 2026 is unchanged and remains $661,000 per annum and his target cash bonus for 2026 remains 100% of his annual base salary.

Mr. Njoku will remain

eligible to participate in the Company’s Executive Bonus Plan, Executive Severance Plan and other compensation and benefit arrangements

applicable to similarly situated executive officers, including certain perquisites and indemnification protections. Descriptions of the

material terms of such arrangements are incorporated herein by reference to the Company’s Definitive Proxy Statement on Schedule

14A filed with the Securities and Exchange Commission on April 13, 2026 (the “Definitive Proxy Statement”), as may be

applicable. The foregoing descriptions are qualified in their entirety by reference to the Definitive Proxy Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description of Document

99.1

Press Release entitled “Nnamdi Njoku Appointed President of Omnicell” dated July 1, 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.

/s/ Corey J. Manley

Date: July 1, 2026

Corey

J. Manley

Executive Vice President and Chief Legal and Administrative

Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2619353d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Contact:

Betsy Martinelli

Director, Corporate Marketing

betsy.martinelli@omnicell.com

Nnamdi Njoku Appointed President of Omnicell

Njoku continues to lead global operations and

advance Omnicell's innovation and AI platform strategy; Randall Lipps continues to serve as Chief Executive Officer and Chairman of the

Board

Fort Worth, Texas – July 1,

2026 – Omnicell, Inc. (NASDAQ:OMCL) (“Omnicell” or the “Company”), a leading healthcare

technology provider focused on empowering autonomous medication management, today announced that Nnamdi Njoku has been appointed President

of the Company, effective July 1, 2026. Mr. Njoku will retain his role of Chief Operating Officer (COO), while Randall Lipps

will continue to serve as Chief Executive Officer and Chairman of the Board, with a continued focus on strategic collaborations and the

long-term evolution of Omnicell's solution portfolio.

As President and COO, Mr. Njoku will shape and advance Omnicell’s

long-term growth strategy and innovation roadmap, focused on scaling global operations while seeking to ensure seamless operational execution

and excellence across product, innovation, and customer experience. In this role, he will also continue to drive key business initiatives

including the launch of the Omnicell Titan XT automated dispensing system and expansion of the cloud-native OmniSphere platform.

“Since joining Omnicell in 2024, Nnamdi has made a significant

strategic impact on the Company, working to strengthen our operational foundation, shape our strategic direction and organizational design,

and build strong relationships with our customers and the investment community,” said Mr. Lipps. “Nnamdi is a proven

leader who brings clarity, discipline, and precision to our efforts to scale our business and accelerate momentum for our strategy. This

appointment reflects a natural evolution of our leadership structure and allows me to be laser-focused on strategic customer and industry

relationships, the evolution of our solution offerings, and our long-term vision.”

Prior to joining Omnicell, Mr. Njoku served more than 18 years

in various executive leadership roles at Medtronic plc, including serving as Senior Vice President and President for the Neuromodulation

Operating Unit, an approximately $2 billion business focused on harnessing the power of neuromodulation to treat conditions like pain

and movement disorders. Throughout his career, Mr. Njoku has held operational roles of increasing responsibility, including at Zimmer

Biomet Holdings, Inc., Medtronic, plc, UnitedHealth Group and Deloitte Consulting.

“As care delivery grows more distributed and complex, and financial

and operational pressures intensify, we believe healthcare leaders need a trusted partner focused on delivering the innovation and intelligence

that drives real outcomes,” said Mr. Njoku. “I’m excited to lead Omnicell through our next planned phase of growth

as we strive to scale the business and execute on our strategy to transform our customers’ clinical and operational performance.”

Mr. Njoku holds a Master of Business Administration from Cornell

University and a Bachelor of Arts degree in Business Administration from the University of St. Thomas. He is a Fellow of the fourth class

of Aspen Institute’s Health Innovators Fellowship and a member of the Aspen Global Leadership Network, recognitions that focus on

advancing leadership in health innovation.

About Omnicell

Since 1992, Omnicell has been committed to delivering

innovative, outcomes-centric pharmacy and nursing solutions for all settings of care. As an intelligent medication management technology

company, Omnicell empowers autonomous medication management by unifying automation and AI-enabled intelligence, optimized by expert services,

to drive clinical and business outcomes that improve efficiency and enhance patient safety for healthcare facilities worldwide. Learn

more at omnicell.com.

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 ability to deliver innovation

and intelligence that drives real outcomes, scale our business, and execute our strategy, as well as other statements about Omnicell’s

strategy, plans, objectives, promise, purpose and guiding principles, and goals. 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 the

impact and duration of inflationary pressures, (ii) Omnicell’s ability to recruit and retain skilled and motivated personnel,

(iii) 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, (iv) Omnicell’s ability to take advantage of growth opportunities and develop and commercialize

new solutions and enhance existing solutions, and (v) 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. 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.

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