Amendments to Bylaws, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Amendment to the Omnicell, Inc. 2009 Equity Incentive Plan

As described below under Item 5.07 of this Current Report on Form 8-K, at the 2026 Annual Meeting of Stockholders of Omnicell, Inc. (the "Company") held on May 19, 2026 (the "Annual Meeting"), the Company's stockholders approved an amendment to the Company's 2009 Equity Incentive Plan, as amended (as amended, the "Amended 2009 Plan"), which, among other items, added an additional 1,600,000 shares to the number of shares of common stock authorized for issuance under the Amended 2009 Plan.

The Amended 2009 Plan is described in detail in Proposal No. 3 in the Company's Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 13, 2026 (the "Proxy Statement"), and the full text of the Amended 2009 Plan is attached to the Proxy Statement as Appendix A. The description of the Amended 2009 Plan set forth above is a summary only and is qualified in its entirety by reference to the full text of the Amended 2009 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 20, 2026, the Company amended the Company's Amended and Restated Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law and make certain other minor, non-substantive updates (the "Amendment") by filing a Certificate of Amendment with the Secretary of State of Delaware. The Amendment was previously approved by the Company's Board of Directors (the "Board"), subject to stockholder approval, and was approved by the Company's stockholders at the Company's Annual Meeting. A more complete description of the Amendment is set forth in Proposal 4 contained in the Company's Proxy Statement. Each of that description and the foregoing summary of the Amendment and the Certificate of Amendment as set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.