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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________________________________
FORM 10-Q

(Mark One) |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026
OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 000-33043
OMNICELL, INC.
(Exact name of registrant as specified in its charter)

Delaware | 94-3166458
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)

4220 North Freeway
Fort Worth, TX 76137
(Address of registrant’s principal executive offices, including zip code)
(877) 415-9990
(Registrant’s telephone number, including area code)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | 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. | ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
As of July 29, 2026, there were 45,614,884 shares of the registrant’s common stock, $0.001 par value, outstanding.

Table of Contents
OMNICELL, INC.
TABLE OF CONTENTS

|  | Page
PART I | FINANCIAL INFORMATION |
Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 3
| Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2026 and December 31, 2025 | 3
| Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2026 and 2025 | 4
| Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended June 30, 2026 and 2025 | 5
| Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and six months ended June 30, 2026 and 2025 | 6
| Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2026 and 2025 | 8
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 10
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 41
Item 4. | Controls and Procedures | 42
PART II | OTHER INFORMATION | 43
Item 1. | Legal Proceedings | 43
Item 1A. | Risk Factors | 43
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 43
Item 3. | Defaults Upon Senior Securities | 43
Item 4. | Mine Safety Disclosures | 43
Item 5. | Other Information | 43
Item 6. | Exhibits | 44
Signature | 45

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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
OMNICELL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

| June 30, 2026 |  | December 31, 2025
| (In thousands, except par value)
ASSETS
Current assets: |  |  |
Cash and cash equivalents | $ | 292,165 |  |  | $ | 196,520 |
Accounts receivable and unbilled receivables, net of allowances of $6,957 and $8,868, respectively | 227,051 |  |  | 216,858 |
Inventories | 96,718 |  |  | 100,905 |
Prepaid expenses | 35,811 |  |  | 33,709 |
Other current assets | 83,641 |  |  | 132,077 |
Total current assets | 735,386 |  |  | 680,069 |
Property and equipment, net | 121,948 |  |  | 120,111 |
Long-term investment in sales-type leases, net | 56,505 |  |  | 60,742 |
Operating lease right-of-use assets | 21,550 |  |  | 24,366 |
Goodwill | 737,201 |  |  | 737,946 |
Intangible assets, net | 160,863 |  |  | 170,105 |
Long-term deferred tax assets | 47,377 |  |  | 58,337 |
Prepaid commissions | 52,372 |  |  | 52,840 |
Other long-term assets | 65,657 |  |  | 70,204 |
Total assets | $ | 1,998,859 |  |  | $ | 1,974,720 |
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities: |  |  |
Accounts payable | $ | 49,780 |  |  | $ | 43,990 |
Accrued compensation | 60,785 |  |  | 57,172 |
Accrued liabilities | 148,502 |  |  | 203,586 |
Deferred revenues | 188,374 |  |  | 171,861 |
Total current liabilities | 447,441 |  |  | 476,609 |
Long-term deferred revenues | 59,517 |  |  | 63,254 |
Long-term deferred tax liabilities | 640 |  |  | 683 |
Long-term operating lease liabilities | 20,308 |  |  | 24,794 |
Other long-term liabilities | 11,145 |  |  | 9,970 |
Convertible senior notes, net | 168,203 |  |  | 167,596 |
Total liabilities | 707,254 |  |  | 742,906 |
Commitments and contingencies (Note 14) |  |  |
Stockholders’ equity: |  |  |
Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued | — |  |  | — |
Common stock, $0.001 par value, 100,000 shares authorized; 58,419 and 57,833 shares issued; 45,613 and 45,027 shares outstanding, respectively | 58 |  |  | 58 |
Treasury stock at cost, 12,806 shares outstanding | (368,307) |  |  | (368,307) |
Additional paid-in capital | 1,250,382 |  |  | 1,223,977 |
Retained earnings | 420,587 |  |  | 384,940 |
Accumulated other comprehensive loss | (11,115) |  |  | (8,854) |
Total stockholders’ equity | 1,291,605 |  |  | 1,231,814 |
Total liabilities and stockholders’ equity | $ | 1,998,859 |  |  | $ | 1,974,720 |

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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OMNICELL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
| (In thousands, except per share data)
Revenues: |  |  |  |  |  |  |
Product revenues | $ | 175,062 |  |  | $ | 163,172 |  |  | $ | 349,862 |  |  | $ | 308,340 |
Service revenues | 137,146 |  |  | 127,390 |  |  | 272,226 |  |  | 251,890 |
Total revenues | 312,208 |  |  | 290,562 |  |  | 622,088 |  |  | 560,230 |
Cost of revenues: |  |  |  |  |  |  |
Cost of product revenues | 85,668 |  |  | 91,919 |  |  | 181,186 |  |  | 177,504 |
Cost of service revenues | 73,605 |  |  | 70,965 |  |  | 147,604 |  |  | 144,112 |
Total cost of revenues | 159,273 |  |  | 162,884 |  |  | 328,790 |  |  | 321,616 |
Gross profit | 152,935 |  |  | 127,678 |  |  | 293,298 |  |  | 238,614 |
Operating expenses: |  |  |  |  |  |  |
Research and development | 20,299 |  |  | 21,573 |  |  | 41,818 |  |  | 42,099 |
Selling, general, and administrative | 100,187 |  |  | 97,985 |  |  | 202,177 |  |  | 200,014 |
Total operating expenses | 120,486 |  |  | 119,558 |  |  | 243,995 |  |  | 242,113 |
Income (loss) from operations | 32,449 |  |  | 8,120 |  |  | 49,303 |  |  | (3,499) |
Interest and other income (expense), net | 1,384 |  |  | 2,333 |  |  | 1,435 |  |  | 4,422 |
Income before income taxes | 33,833 |  |  | 10,453 |  |  | 50,738 |  |  | 923 |
Provision for income taxes | 9,544 |  |  | 4,814 |  |  | 15,091 |  |  | 2,307 |
Net income (loss) | $ | 24,289 |  |  | $ | 5,639 |  |  | $ | 35,647 |  |  | $ | (1,384) |
Net income (loss) per share: |  |  |  |  |  |  |
Basic | $ | 0.53 |  |  | $ | 0.12 |  |  | $ | 0.78 |  |  | $ | (0.03) |
Diluted | $ | 0.52 |  |  | $ | 0.12 |  |  | $ | 0.77 |  |  | $ | (0.03) |
Weighted-average shares outstanding: |  |  |  |  |  |  |
Basic | 45,609 |  |  | 46,788 |  |  | 45,467 |  |  | 46,692 |
Diluted | 46,302 |  |  | 46,986 |  |  | 46,130 |  |  | 46,692 |

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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OMNICELL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
| (In thousands)
Net income (loss) | $ | 24,289 |  |  | $ | 5,639 |  |  | $ | 35,647 |  |  | $ | (1,384) |
Other comprehensive income (loss): |  |  |  |  |  |  |
Foreign currency translation adjustments | (473) |  |  | 6,288 |  |  | (2,261) |  |  | 9,676 |
Other comprehensive income (loss) | (473) |  |  | 6,288 |  |  | (2,261) |  |  | 9,676 |
Comprehensive income | $ | 23,816 |  |  | $ | 11,927 |  |  | $ | 33,386 |  |  | $ | 8,292 |

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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OMNICELL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

| Common Stock |  | Treasury Stock |  | Additional Paid-In Capital |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  | Stockholders’ Equity
| Shares |  | Amount |  | Shares |  | Amount |  |  |
| (In thousands)
Balances as of December 31, 2025 | 57,833 |  |  | $ | 58 |  |  | (12,806) |  |  | $ | (368,307) |  |  | $ | 1,223,977 |  |  | $ | 384,940 |  |  | $ | (8,854) |  |  | $ | 1,231,814 |
Net income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 11,358 |  |  | — |  |  | 11,358 |
Other comprehensive loss | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (1,788) |  |  | (1,788) |
Share-based compensation | — |  |  | — |  |  | — |  |  | — |  |  | 10,088 |  |  | — |  |  | — |  |  | 10,088 |
Issuance of common stock under employee stock plans | 450 |  |  | — |  |  | — |  |  | — |  |  | 7,762 |  |  | — |  |  | — |  |  | 7,762 |
Tax payments related to restricted stock units | — |  |  | — |  |  | — |  |  | — |  |  | (2,603) |  |  | — |  |  | — |  |  | (2,603) |
Balances as of March 31, 2026 | 58,283 |  |  | $ | 58 |  |  | (12,806) |  |  | $ | (368,307) |  |  | $ | 1,239,224 |  |  | $ | 396,298 |  |  | $ | (10,642) |  |  | $ | 1,256,631 |
Net income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 24,289 |  |  | — |  |  | 24,289 |
Other comprehensive loss | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (473) |  |  | (473) |
Share-based compensation | — |  |  | — |  |  | — |  |  | — |  |  | 12,990 |  |  | — |  |  | — |  |  | 12,990 |
Issuance of common stock under employee stock plans | 136 |  |  | — |  |  | — |  |  | — |  |  | 97 |  |  | — |  |  | — |  |  | 97 |
Tax payments related to restricted stock units | — |  |  | — |  |  | — |  |  | — |  |  | (1,929) |  |  | — |  |  | — |  |  | (1,929) |
Balances as of June 30, 2026 | 58,419 |  |  | $ | 58 |  |  | (12,806) |  |  | $ | (368,307) |  |  | $ | 1,250,382 |  |  | $ | 420,587 |  |  | $ | (11,115) |  |  | $ | 1,291,605 |

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| Common Stock |  | Treasury Stock |  | Additional Paid-In Capital |  | Retained Earnings |  | Accumulated Other Comprehensive Income (Loss) |  | Stockholders’ Equity
| Shares |  | Amount |  | Shares |  | Amount |  |  |  |
| (In thousands)
Balances as of December 31, 2024 | 56,665 |  |  | $ | 57 |  |  | (10,283) |  |  | $ | (290,319) |  |  | $ | 1,167,882 |  |  | $ | 382,888 |  |  | $ | (17,195) |  |  | $ | 1,243,313 |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (7,023) |  |  | — |  |  | (7,023) |
Other comprehensive income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,388 |  |  | 3,388 |
Share-based compensation | — |  |  | — |  |  | — |  |  | — |  |  | 11,547 |  |  | — |  |  | — |  |  | 11,547 |
Issuance of common stock under employee stock plans | 462 |  |  | — |  |  | — |  |  | — |  |  | 8,266 |  |  | — |  |  | — |  |  | 8,266 |
Tax payments related to restricted stock units | — |  |  | — |  |  | — |  |  | — |  |  | (2,391) |  |  | — |  |  | — |  |  | (2,391) |
Balances as of March 31, 2025 | 57,127 |  |  | $ | 57 |  |  | (10,283) |  |  | $ | (290,319) |  |  | $ | 1,185,304 |  |  | $ | 375,865 |  |  | $ | (13,807) |  |  | $ | 1,257,100 |
Net income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 5,639 |  |  | — |  |  | 5,639 |
Other comprehensive income | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 6,288 |  |  | 6,288 |
Share-based compensation | — |  |  | — |  |  | — |  |  | — |  |  | 11,205 |  |  | — |  |  | — |  |  | 11,205 |
Issuance of common stock under employee stock plans | 111 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Tax payments related to restricted stock units | — |  |  | — |  |  | — |  |  | — |  |  | (961) |  |  | — |  |  | — |  |  | (961) |
Common stock repurchases | — |  |  | — |  |  | (536) |  |  | (15,652) |  |  | — |  |  | — |  |  | — |  |  | (15,652) |
Balances as of June 30, 2025 | 57,238 |  |  | $ | 57 |  |  | (10,819) |  |  | $ | (305,971) |  |  | $ | 1,195,548 |  |  | $ | 381,504 |  |  | $ | (7,519) |  |  | $ | 1,263,619 |

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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OMNICELL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

| Six Months Ended June 30,
| 2026 |  | 2025
| (In thousands)
Operating Activities |  |  |
Net income (loss) | $ | 35,647 |  |  | $ | (1,384) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization | 37,404 |  |  | 39,582 |
Loss on disposal of assets | 239 |  |  | 292 |
Share-based compensation expense | 21,705 |  |  | 21,316 |
Deferred income taxes | 10,917 |  |  | (2,131) |
Amortization of operating lease right-of-use assets | 3,841 |  |  | 3,905 |
Amortization of debt issuance costs | 995 |  |  | 1,461 |
Changes in operating assets and liabilities: |  |  |
Accounts receivable and unbilled receivables | (10,193) |  |  | 25,863 |
Inventories | 4,187 |  |  | (15,935) |
Prepaid expenses | (2,102) |  |  | (3,081) |
Other current assets | (5,100) |  |  | (4,526) |
Investment in sales-type leases | 4,037 |  |  | (1,367) |
Prepaid commissions | 468 |  |  | 2,772 |
Other long-term assets | 1,845 |  |  | 4,684 |
Accounts payable | 7,238 |  |  | 10,689 |
Accrued compensation | 3,613 |  |  | (8,603) |
Accrued liabilities | (234) |  |  | (14,883) |
Deferred revenues | 13,098 |  |  | 15,103 |
Operating lease liabilities | (5,966) |  |  | (5,831) |
Other long-term liabilities | 1,175 |  |  | 753 |
Net cash provided by operating activities | 122,814 |  |  | 68,679 |
Investing Activities |  |  |
External-use software development costs | (7,023) |  |  | (8,709) |
Purchases of property and equipment | (21,375) |  |  | (22,953) |
Net cash used in investing activities | (28,398) |  |  | (31,662) |
Financing Activities |  |  |
Proceeds from issuances under stock-based compensation plans | 7,859 |  |  | 8,266 |
Employees’ taxes paid related to restricted stock units | (4,532) |  |  | (3,352) |
Excise tax paid on common stock repurchases | (388) |  |  | — |
Common stock repurchases | — |  |  | (15,652) |
Change in customer funds, net | (23,923) |  |  | 3,307 |
Net cash used in financing activities | (20,984) |  |  | (7,431) |
Effect of exchange rate changes on cash and cash equivalents | (1,710) |  |  | 3,300 |
Net increase in cash, cash equivalents, and restricted cash | 71,722 |  |  | 32,886 |
Cash, cash equivalents, and restricted cash at beginning of period | 251,032 |  |  | 398,614 |
Cash, cash equivalents, and restricted cash at end of period | $ | 322,754 |  |  | $ | 431,500 |

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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OMNICELL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (UNAUDITED)

| Six Months Ended June 30,
| 2026 |  | 2025
| (In thousands)
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets:
Cash and cash equivalents | $ | 292,165 |  |  | $ | 399,004 |
Restricted cash included in other current assets | 30,589 |  |  | 32,496 |
Cash, cash equivalents, and restricted cash at end of period | $ | 322,754 |  |  | $ | 431,500 |
Supplemental disclosure of non-cash investing activities:
Unpaid purchases of property and equipment | $ | 567 |  |  | $ | 692 |

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
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OMNICELL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Organization and Summary of Significant Accounting Policies
Business
Omnicell, Inc. was incorporated in California in 1992 under the name Omnicell Technologies, Inc. and reincorporated in Delaware in 2001 as Omnicell, Inc. The Company’s major products and related services are medication management solutions and adherence tools for healthcare systems and pharmacies, which are sold in its principal market, the healthcare industry. The Company’s market is primarily located in the United States. “Omnicell” or the “Company” refer to Omnicell, Inc. and its subsidiaries, collectively.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements reflect, in the opinion of management, all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the financial position of the Company as of June 30, 2026 and December 31, 2025, the results of operations and comprehensive income for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30, 2026 and 2025. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and accompanying Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. The Company’s results of operations and comprehensive income for the three and six months ended June 30, 2026, and cash flows for the six months ended June 30, 2026 are not necessarily indicative of results that may be expected for the year ending December 31, 2026, or for any future period.
Principles of Consolidation
The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s Condensed Consolidated Financial Statements and accompanying Notes to Condensed Consolidated Financial Statements. These estimates are based on historical experience and various other assumptions that management believes to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results may be different from the estimates. The Company’s critical accounting estimates are those that affect its financial statements materially and involve difficult, subjective, or complex judgments by management. Those estimates are revenue recognition, inventory valuation, and accounting for income taxes. As of June 30, 2026, the Company is not aware of any events or circumstances that would require an update to its estimates, judgments, or revisions to the carrying value of its assets or liabilities.
Segment Reporting
The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using the Company’s consolidated net income (loss). In addition, the CODM is provided with certain segment assets and liabilities, primarily those that impact liquidity, as well as certain significant expenses. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment. Refer to Note 2, Segment Information, for further information regarding the Company’s segment disclosures.
Recently Adopted Authoritative Guidance
There was no recently adopted authoritative guidance that is expected to have a material impact on the Company’s Condensed Consolidated Financial Statements through the reporting date.
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Recently Issued Authoritative Guidance
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosures of additional information and disaggregation of certain expenses included in the income statement. The amendments are effective for the Company’s annual periods beginning January 1, 2027, and for interim periods within fiscal years beginning January 1, 2028, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact ASU 2024-03 will have on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal Use Software, which removes all references to software development project stages, and requires capitalization of software costs to begin when (i) management has authorized and committed to funding the software project, and (ii) it is probable the project will be completed and the software will be used to perform its intended function. The amendments are effective for the Company’s annual periods beginning January 1, 2028, and for interim periods within fiscal years beginning January 1, 2028, with early adoption permitted, and can be applied prospectively, retrospectively, or utilizing a modified transition approach. The Company is currently evaluating the impact ASU 2025-06 will have on its consolidated financial statements.
There was no other recently issued and effective authoritative guidance that is expected to have a material impact on the Company’s Condensed Consolidated Financial Statements through the reporting date.
Note 2. Segment Information
The Company’s one reportable segment derives revenues from sales of its products and related services, as described in Note 3, Revenues, which are sold in its principal market, the healthcare industry.
As the Company has a single reportable segment and is managed on a consolidated basis, the measure of segment profit or loss that the CODM uses to allocate resources and assess performance is consolidated net income (loss) as reported on the Condensed Consolidated Statements of Operations. The CODM uses this key measure to evaluate income generated from segment assets in deciding how to reinvest profits as well as monitor budget versus actual results.
The CODM is also provided with certain segment assets, primarily those that impact liquidity, such as cash and cash equivalents, accounts receivable and inventories, as well as certain liabilities such as accounts payable and outstanding debt. Assets and liabilities provided to the CODM are consistent with those reported on the Condensed Consolidated Balance Sheets. In addition, the CODM is regularly provided with significant expenses, which are adjusted cost of product and service revenues and adjusted operating expenses. These significant expenses are adjusted for certain non-cash charges and expenses that are unrelated to the Company’s ongoing operations. Adjusted cost of product revenues excludes certain items such as share-based compensation expense, amortization of acquired intangibles, and certain restructuring and severance charges. Adjusted cost of service revenues exclude certain items such as share-based compensation expense and amortization of acquired intangibles. Adjusted operating expenses include research and development, and selling, general and administrative expenses, and exclude certain items such as share-based compensation expense, amortization of acquired intangibles, certain legal and regulatory expenses, and certain restructuring and severance charges. To align with the significant expenses provided to the CODM for the three and six months ended June 30, 2026, certain prior-year significant expenses have been recast to conform with current-period presentation. Depreciation and amortization expense for the Company’s single reportable segment was $18.8 million and $19.6 million for the three months ended June 30, 2026 and 2025, respectively, and $37.4 million and $39.6 million for the six months ended June 30, 2026 and 2025, respectively.
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The following table summarizes the Company’s reportable segment revenues and significant expenses, reconciled to the Company’s consolidated net income (loss):

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
| (In thousands)
Total revenues | $ | 312,208 |  |  | $ | 290,562 |  |  | $ | 622,088 |  |  | $ | 560,230 |
Less: |  |  |  |  |  |  |
Adjusted cost of product revenues | (82,998) |  |  | (91,042) |  |  | (177,642) |  |  | (175,378) |
Adjusted cost of service revenues | (72,348) |  |  | (69,648) |  |  | (145,330) |  |  | (141,319) |
Adjusted operating expenses | (103,792) |  |  | (105,739) |  |  | (214,895) |  |  | (210,093) |
Other segment items (1) | (20,621) |  |  | (16,013) |  |  | (34,918) |  |  | (36,939) |
Interest and other income (expense), net | 1,384 |  |  | 2,333 |  |  | 1,435 |  |  | 4,422 |
Provision for income taxes | 9,544 |  |  | 4,814 |  |  | 15,091 |  |  | 2,307 |
Net income (loss) | $ | 24,289 |  |  | $ | 5,639 |  |  | $ | 35,647 |  |  | $ | (1,384) |

_________________________________________________
(1) Other segment items include certain non-cash charges and expenses that are unrelated to the Company’s ongoing operations. Such charges and expenses consist of items such as share-based compensation, amortization of acquired intangible assets, certain legal and regulatory expenses, and certain restructuring and severance charges.
Note 3. Revenues
Revenue Recognition
The Company earns revenues from sales of its products and related services, which are sold in the healthcare industry, its principal market. The Company’s customer arrangements typically include one or more of the following revenue categories:
Connected devices, software licenses, and other. Software-enabled connected devices and software licenses that manage and regulate the storage and dispensing of pharmaceuticals, consumables, blister cards, and packaging equipment and other supplies. This revenue category is often sold through long-term, sole-source agreements. Solutions in this category include, but are not limited to, XT Series automated dispensing systems and products related to the Central Pharmacy Dispensing Service and IV Compounding Service.
Consumables. Medication adherence packaging, labeling, and other one-time use packaging including multi-medication adherence packaging and single-dose blister cards, which are used by retail, community, and outpatient pharmacies, as well as by institutional pharmacies serving long-term care and other non-acute healthcare facilities, and are designed to improve patient engagement and adherence to prescriptions.
Technical services. Post-installation technical support and other related services (support and maintenance), including phone and/or web support, on-site service, parts, and access to unspecified software updates and enhancements, if and when available. This revenue category is often supported by multi-year or annual contractual agreements.
Software as a Service (“SaaS”) and Expert Services. Software and service solutions which are offered on a subscription basis with fees typically based either on transaction volume or a fee over a specified period of time. Solutions in this category include, but are not limited to, EnlivenHealth®, Specialty Pharmacy Services, 340B solutions, Inventory Optimization Service, other software solutions, and services related to the Central Pharmacy Dispensing Service and IV Compounding Service.
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The following table summarizes revenue recognition for each revenue category:

Revenue Category |  |  |  | Timing of Revenue Recognition |  | Income Statement Classification
Connected devices, software licenses, and other |  |  |  | Point in time, as transfer of control occurs, generally upon installation and acceptance by the customer |  | Product
Consumables |  |  |  | Point in time, as transfer of control occurs, generally upon shipment to, or receipt by, customer |  | Product
Technical services |  |  |  | Over time, as services are provided, typically ratably over the service term |  | Service
SaaS and Expert Services |  |  |  | Over time, as services are provided |  | Service

A portion of the Company’s sales are made to customers who are members of Group Purchasing Organizations (“GPOs”) and Federal agencies that purchase under a Federal Supply Schedule Contract with the Department of Veterans Affairs (the “GSA Contract”). GPOs are often fully or partially owned by the Company’s customers, and the Company pays fees to the GPO on completed contracts. The Company also pays the Industrial Funding Fee (“IFF”) to the Department of Veterans Affairs under the GSA Contract. The Company considers these fees consideration paid to customers and records them as reductions to revenue. Fees to GPOs and the IFF were $1.9 million and $1.6 million for the three months ended June 30, 2026 and 2025, respectively, and $3.8 million for both the six months ended June 30, 2026 and 2025.
Disaggregation of Revenues
The following table summarizes the Company’s revenues disaggregated by revenue type:

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
| (In thousands)
Connected devices, software licenses, and other | $ | 149,227 |  |  | $ | 138,620 |  |  | $ | 297,889 |  |  | $ | 258,697 |
Consumables | 25,835 |  |  | 24,552 |  |  | 51,973 |  |  | 49,643 |
Technical services | 68,552 |  |  | 63,766 |  |  | 135,475 |  |  | 125,145 |
SaaS and Expert Services | 68,594 |  |  | 63,624 |  |  | 136,751 |  |  | 126,745 |
Total revenues | $ | 312,208 |  |  | $ | 290,562 |  |  | $ | 622,088 |  |  | $ | 560,230 |

The following table summarizes the Company’s revenues disaggregated by geographic region, which is determined based on customer location:

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
| (In thousands)
United States | $ | 281,033 |  |  | $ | 263,446 |  |  | $ | 559,130 |  |  | $ | 512,710 |
Rest of world (1) | 31,175 |  |  | 27,116 |  |  | 62,958 |  |  | 47,520 |
Total revenues | $ | 312,208 |  |  | $ | 290,562 |  |  | $ | 622,088 |  |  | $ | 560,230 |

________________________________________________
(1) No individual country represented more than 10% of total revenues.
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Contract Assets and Contract Liabilities
The following table reflects the Company’s contract assets and contract liabilities:

| June 30, 2026 |  | December 31, 2025
| (In thousands)
Short-term unbilled receivables, net (1) | $ | 32,099 |  |  | $ | 28,396 |
Long-term unbilled receivables, net (2) | 2,178 |  |  | 3,521 |
Total contract assets | $ | 34,277 |  |  | $ | 31,917 |
Short-term deferred revenues | $ | 188,374 |  |  | $ | 171,861 |
Long-term deferred revenues | 59,517 |  |  | 63,254 |
Total contract liabilities | $ | 247,891 |  |  | $ | 235,115 |

_________________________________________________
(1) Included in accounts receivable and unbilled receivables in the Condensed Consolidated Balance Sheets.
(2) Included in other long-term assets in the Condensed Consolidated Balance Sheets.
The portion of the transaction price allocated to the Company’s unsatisfied performance obligations for which invoicing has occurred is recorded as deferred revenues.
During the three and six months ended June 30, 2026, the Company recognized revenues of $39.9 million and $103.3 million, respectively, that were included in the corresponding short-term deferred revenues balance of $171.9 million as of December 31, 2025.
Deferred revenues from product sales primarily relate to delivered and invoiced products, pending installation and acceptance. Deferred revenues from service contracts primarily relate to services that have been invoiced, but where services have not yet been provided. Short-term deferred revenues are expected to be recognized within the next twelve months. Long-term deferred revenues substantially consist of deferred revenues on long-term technical and SaaS and Expert Services contracts which have been invoiced and are expected to be recognized as revenue beyond twelve months, generally not more than ten years. The Company generally invoices customers for products upon shipment. Invoicing associated with the service portion of agreements is generally periodic and is billed on a monthly, quarterly, or annual basis, and in certain circumstances, multiple years are billed at one time. SaaS and Expert Services agreements are generally invoiced periodically on a monthly, quarterly or annual basis over the life of the agreement. In certain circumstances, portions of these agreements may be invoiced lump sum in advance.
In addition, the Company has remaining performance obligations associated with contracts for which the associated products have been accepted or associated services have started, but where invoicing has not yet occurred and therefore are not reflected in deferred revenue. These remaining performance obligations are comprised of the non-variable portions of technical services and SaaS and Expert Services provided under non-cancellable contracts with minimum commitments. Remaining performance obligations which are not included in deferred revenues were $375.1 million as of June 30, 2026. Remaining performance obligations are expected to be recognized ratably over the remaining terms of the associated contracts, which terms vary but are generally not more than ten years. Remaining performance obligations do not include product obligations, services where the associated product has not been accepted, services which have not yet started, variable portions of services, and certain other obligations.
Significant Customers
There were no customers that accounted for more than 10% of the Company’s total revenues for the three and six months ended June 30, 2026 and 2025. Also, there were no customers that accounted for more than 10% of the Company’s accounts receivable and unbilled receivables balance as of June 30, 2026 and December 31, 2025.
Note 4. Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of shares outstanding during the period. In periods of net loss, all potential common shares are anti-dilutive, so diluted net loss per share equals the basic net loss per share. In periods of net income, diluted net income per share is computed by dividing net income for the period by the basic weighted-average number of shares plus any dilutive potential common stock outstanding during the period, using the treasury stock method for share-based awards and warrants, and the if-converted
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method for convertible senior notes. Potential common stock includes the effect of outstanding dilutive stock options, restricted stock awards, and restricted stock units, as well as shares the Company could be obligated to issue from its convertible senior notes and warrants, as described in Note 11, Convertible Senior Notes. In the event of the conversion of the Company’s convertible senior notes, the principal portion will be settled in cash with any conversion consideration in excess of the principal portion settled in cash and/or shares of the Company’s common stock at the Company’s option, therefore, only the amounts expected to be settled in excess of the principal portion are considered dilutive in calculating earnings per share under the if-converted method. Any anti-dilutive weighted-average dilutive shares related to stock award plans, convertible senior notes, and warrants are excluded from the computation of the diluted net income per share.
The basic and diluted net income (loss) per share calculations were as follows:

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
| (In thousands, except per share data)
Net income (loss) | $ | 24,289 |  |  | $ | 5,639 |  |  | $ | 35,647 |  |  | $ | (1,384) |
Weighted-average shares outstanding – basic | 45,609 |  |  | 46,788 |  |  | 45,467 |  |  | 46,692 |
Effect of dilutive securities from stock award plans | 693 |  |  | 198 |  |  | 663 |  |  | — |
Weighted-average shares outstanding – diluted | 46,302 |  |  | 46,986 |  |  | 46,130 |  |  | 46,692 |
Net income (loss) per share – basic | $ | 0.53 |  |  | $ | 0.12 |  |  | $ | 0.78 |  |  | $ | (0.03) |
Net income (loss) per share – diluted | $ | 0.52 |  |  | $ | 0.12 |  |  | $ | 0.77 |  |  | $ | (0.03) |
Anti-dilutive weighted-average shares related to stock award plans | 1,746 |  |  | 2,881 |  |  | 1,723 |  |  | 3,657 |
Anti-dilutive weighted-average shares related to convertible senior notes and warrants | 6,026 |  |  | 9,622 |  |  | 6,026 |  |  | 9,622 |

Note 5. Cash and Cash Equivalents and Fair Value of Financial Instruments
Cash and cash equivalents of $292.2 million and $196.5 million as of June 30, 2026 and December 31, 2025, respectively, consisted of bank accounts and highly-liquid U.S. Government money market funds held in sweep and asset management accounts with financial institutions of high credit quality. As of June 30, 2026, a substantial portion of the Company’s cash and cash equivalents were held with a limited number of financial institutions and money market funds, which may expose the Company to concentration risk in the event of a failure or adverse condition affecting those entities. The Company continuously monitors the credit worthiness of the financial institutions in which it invests. The Company has not experienced any credit losses from its cash equivalents. As of June 30, 2026 and December 31, 2025, cash equivalents were $233.2 million and $148.6 million, respectively, which consisted of money market funds held in sweep and asset management accounts. The Company recorded interest income on its cash and cash equivalents of $2.5 million and $3.7 million for the three months ended June 30, 2026 and 2025, respectively, and $4.0 million and $7.3 million for the six months ended June 30, 2026 and 2025, respectively, which is included within interest and other income (expense), net in the Condensed Consolidated Statements of Operations.
Fair Value Hierarchy
The Company measures its financial instruments at fair value. The Company’s cash, cash equivalents, and restricted cash are classified within Level 1 of the fair value hierarchy as they are valued primarily using quoted market prices utilizing market observable inputs. The Company’s credit facility is classified within Level 2 as the valuation inputs are based on quoted prices or market observable data of similar instruments. The Company’s convertible senior notes are classified within Level 2 as the valuation inputs are based on quoted prices in an inactive market on the last day in the reporting period. Refer to Note 10, Debt and Credit Agreement, for further information regarding the Company’s credit facility and Note 11, Convertible Senior Notes, for further information regarding the Company’s convertible senior notes.
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The following table summarizes the carrying amounts, net of unamortized debt issuance costs, and fair values of the convertible senior notes:

| June 30, 2026 |  | December 31, 2025
| (In thousands)
Net carrying amount | $ | 168,203 |  |  | $ | 167,596 |
Fair value | $ | 182,419 |  |  | $ | 185,869 |

Note 6. Balance Sheet Components
Balance sheet details are presented in the tables below:

| June 30, 2026 |  | December 31, 2025
| (In thousands)
Inventories: |  |  |
Raw materials | $ | 25,816 |  |  | $ | 26,245 |
Work in process | 1,959 |  |  | 1,321 |
Finished goods | 68,943 |  |  | 73,339 |
Total inventories | $ | 96,718 |  |  | $ | 100,905 |
Other current assets: |  |  |
Funds held for customers, including restricted cash (1) | $ | 47,367 |  |  | $ | 101,104 |
Deferred cost of sales | 13,871 |  |  | 10,819 |
Net investment in sales-type leases, current portion | 14,848 |  |  | 14,648 |
Other current assets | 7,555 |  |  | 5,506 |
Total other current assets | $ | 83,641 |  |  | $ | 132,077 |
Other long-term assets: |  |  |
External-use software development costs, net | $ | 51,883 |  |  | $ | 54,197 |
Unbilled receivables, net | 2,178 |  |  | 3,521 |
Other long-term assets | 11,596 |  |  | 12,486 |
Total other long-term assets | $ | 65,657 |  |  | $ | 70,204 |
Accrued liabilities: |  |  |
Operating lease liabilities, current portion | $ | 11,485 |  |  | $ | 11,955 |
Customer fund liabilities | 47,367 |  |  | 101,104 |
Advance payments from customers | 9,636 |  |  | 10,514 |
Rebate liabilities | 50,501 |  |  | 44,722 |
Taxes payable | 2,899 |  |  | 4,017 |
Other accrued liabilities | 26,614 |  |  | 31,274 |
Total accrued liabilities | $ | 148,502 |  |  | $ | 203,586 |

_________________________________________________
(1) Includes restricted cash of $30.6 million and $54.5 million as of June 30, 2026 and December 31, 2025, respectively.
The Company capitalizes certain cloud computing arrangement costs that are associated with service contracts, which are amortized using the straight-line method over the term of the arrangement. As of June 30, 2026 and December 31, 2025, capitalized costs associated with cloud computing arrangements, net of accumulated amortization of $5.2 million and $4.3 million, respectively, were $3.7 million and $4.6 million, respectively.
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The following table summarizes the changes in accumulated balances of other comprehensive income (loss), which consisted of foreign currency translation adjustments:

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
| (In thousands)
Beginning balance | $ | (10,642) |  |  | $ | (13,807) |  |  | $ | (8,854) |  |  | $ | (17,195) |
Other comprehensive income (loss): | (473) |  |  | 6,288 |  |  | (2,261) |  |  | 9,676 |
Ending balance | $ | (11,115) |  |  | $ | (7,519) |  |  | $ | (11,115) |  |  | $ | (7,519) |

Note 7. Property and Equipment
The following table represents the property and equipment balances:

| June 30, 2026 |  | December 31, 2025
| (In thousands)
Equipment | $ | 105,546 |  |  | $ | 104,071 |
Furniture and fixtures | 4,965 |  |  | 4,672 |
Leasehold improvements | 19,609 |  |  | 18,606 |
Purchased software and internal-use software development costs | 178,016 |  |  | 165,885 |
Construction in progress | 27,019 |  |  | 23,426 |
Property and equipment, gross | 335,155 |  |  | 316,660 |
Accumulated depreciation and amortization | (213,207) |  |  | (196,549) |
Total property and equipment, net | $ | 121,948 |  |  | $ | 120,111 |

Depreciation and amortization expense of property and equipment was $9.3 million and $8.6 million for the three months ended June 30, 2026 and 2025, respectively, and $18.5 million and $17.2 million for the six months ended June 30, 2026 and 2025, respectively, of which amortization expense related to purchased software and internal-use software development costs was $6.4 million and $5.6 million for the three months ended June 30, 2026 and 2025, respectively, and $12.6 million and $11.0 million for the six months ended June 30, 2026 and 2025, respectively.
The geographic location of the Company’s property and equipment, net, is based on the physical location in which it is located. The following table summarizes the geographic information for property and equipment, net:

| June 30, 2026 |  | December 31, 2025
| (In thousands)
United States | $ | 118,427 |  |  | $ | 116,102 |
Rest of world | 3,521 |  |  | 4,009 |
Total property and equipment, net | $ | 121,948 |  |  | $ | 120,111 |

Note 8. External-Use Software Development Costs
The carrying amounts of external-use software development costs were as follows:

| June 30, 2026 |  | December 31, 2025
| (In thousands)
Gross carrying amount | $ | 273,883 |  |  | $ | 266,523 |
Accumulated amortization | (222,000) |  |  | (212,326) |
External-use software development costs, net (1) | $ | 51,883 |  |  | $ | 54,197 |

_________________________________________________
(1) Included in other long-term assets in the Condensed Consolidated Balance Sheets.
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The Company recorded $4.9 million and $5.6 million to cost of product revenues for amortization of external-use software development costs for the three months ended June 30, 2026 and 2025, respectively, and $9.7 million and $11.3 million for the six months ended June 30, 2026 and 2025, respectively.
The estimated future amortization expenses for external-use software development costs were as follows:

| June 30, 2026
| (In thousands)
Remaining six months of 2026 | $ | 9,633 |
2027 | 15,261 |
2028 | 11,405 |
2029 | 8,778 |
2030 | 4,915 |
Thereafter | 1,891 |
Total | $ | 51,883

Note 9. Goodwill and Intangible Assets
Goodwill
The following table represents changes in the carrying amount of goodwill:

|  |  |  |  | (In thousands)
Balance as of December 31, 2025 |  |  |  |  | $ | 737,946 |
Foreign currency exchange rate fluctuations |  |  |  |  | (745) |
Balance as of June 30, 2026 |  |  |  |  | $ | 737,201 |

Intangible Assets, Net
The carrying amounts and useful lives of intangible assets were as follows:

| June 30, 2026
| Gross carrying amount (1) |  | Accumulated amortization |  | Foreign currency exchange rate fluctuations |  | Net carrying amount |  | Useful life (years)
| (In thousands, except for years)
Customer relationships | $ | 306,419 |  |  | $ | (156,865) |  |  | $ | (1,340) |  |  | $ | 148,214 |  |  | 10 - 30
Acquired technology | 37,615 |  |  | (25,542) |  |  | — |  |  | 12,073 |  |  | 5 - 20
Patents | 1,656 |  |  | (1,080) |  |  | — |  |  | 576 |  |  | 2 - 20
Total intangible assets, net | $ | 345,690 |  |  | $ | (183,487) |  |  | $ | (1,340) |  |  | $ | 160,863 |  |  |

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| December 31, 2025
| Gross carrying amount (1) |  | Accumulated amortization |  | Foreign currency exchange rate fluctuations |  | Net carrying amount |  | Useful life (years)
| (In thousands, except for years)
Customer relationships | $ | 306,419 |  |  | $ | (148,990) |  |  | $ | (1,317) |  |  | $ | 156,112 |  |  | 10 - 30
Acquired technology | 39,715 |  |  | (26,358) |  |  | — |  |  | 13,357 |  |  | 4 - 20
Trade names | 2,400 |  |  | (2,400) |  |  | — |  |  | — |  |  | 5
Patents | 1,656 |  |  | (1,020) |  |  | — |  |  | 636 |  |  | 2 - 20
Total intangible assets, net | $ | 350,190 |  |  | $ | (178,768) |  |  | $ | (1,317) |  |  | $ | 170,105 |  |  |

_________________________________________________
(1) The differences in gross carrying amounts between periods are primarily due to the write-off of certain fully amortized intangible assets.
Amortization expense of intangible assets was $4.6 million and $5.3 million for the three months ended June 30, 2026 and 2025, respectively, and $9.2 million and $11.1 million for the six months ended June 30, 2026 and 2025, respectively.
The estimated future amortization expenses for amortizable intangible assets were as follows:

| June 30, 2026
| (In thousands)
Remaining six months of 2026 | $ | 8,794 |
2027 | 16,504 |
2028 | 15,449 |
2029 | 13,952 |
2030 | 10,444 |
Thereafter | 95,720 |
Total | $ | 160,863 |

Note 10. Debt and Credit Agreement
Omnicell, Inc. entered into a Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”) on October 10, 2023, with the lenders from time to time party thereto, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., PNC Capital Markets LLC and TD Securities (USA) LLC as joint lead arrangers and Wells Fargo Bank, National Association, as administrative agent. The Second A&R Credit Agreement provides for (a) a five-year revolving credit facility of $350.0 million (the “Current Revolving Credit Facility”) and (b) an uncommitted incremental loan facility of up to an amount equal to the sum of (i) the greater of $250.0 million and 100% of the adjusted consolidated EBITDA for the last four quarters and (ii) additional amounts subject to pro forma compliance with certain consolidated secured net leverage ratio (the “Current Incremental Facility”). In addition, the Second A&R Credit Agreement includes a letter of credit sub-limit of up to $15.0 million and a swing line loan sub-limit of up to $25.0 million. The Second A&R Credit Agreement has an expiration date of October 10, 2028, subject to acceleration under certain conditions, upon which date all remaining outstanding borrowings will be due and payable.
Loans under the Current Revolving Credit Facility bear interest, at Omnicell, Inc.’s option, at a rate equal to either (a) the Adjusted Term SOFR (as defined in the Second A&R Credit Agreement), plus an applicable margin ranging from 1.50% to 2.25% per annum based on the Company’s Consolidated Total Net Leverage Ratio (as defined in the Second A&R Credit Agreement), or (b) an alternate base rate equal to the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, and (iii) the Adjusted Term SOFR for an interest period of one month plus 1.00%, plus an applicable margin ranging from 0.50% to 1.25% per annum based on the Company’s Consolidated Total Net Leverage Ratio. Undrawn commitments under the Current Revolving Credit Facility are subject to a commitment fee ranging from 0.20% to 0.35% per annum based on the Company’s Consolidated Total Net Leverage Ratio on the average daily unused portion of the Current Revolving Credit Facility. Subject to the terms and conditions of the Current Revolving Credit Facility or Current Incremental Facility Omnicell, Inc. is permitted to make voluntary prepayments at any time without payment of a premium or penalty. The availability of funds under the Current Revolving Credit Facility may be subject to reduction in order to maintain compliance with the financial covenants under the Second A&R Credit Agreement.
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The Second A&R Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends, and other distributions. The Second A&R Credit Agreement contains financial covenants that require the Company to not exceed a maximum consolidated secured net leverage ratio (not to exceed 3.00:1) and maintain a minimum consolidated interest coverage ratio (not to be less than 3.00:1). In addition, the Second A&R Credit Agreement contains certain customary events of default including, but not limited to, failure to pay interest, principal, and fees, or other amounts when due, material misrepresentations or misstatements in any representation or warranty, covenant defaults, certain cross defaults to other material indebtedness, certain judgment defaults, and events of bankruptcy.
Omnicell, Inc.’s obligations under the Second A&R Credit Agreement and, at the election of Omnicell, Inc. and the contracting counterparty, any secured swap obligations and banking services obligations owing to a lender (or an affiliate of a lender) are guaranteed by certain of its domestic subsidiaries and secured by substantially all of its and such subsidiary guarantors’ assets. In connection with entering into the Second A&R Credit Agreement, and as a condition precedent to borrowing loans thereunder, Omnicell, Inc. and certain of Omnicell, Inc.’s other direct and indirect subsidiaries have entered into certain ancillary agreements, including, but not limited to, a reaffirmation agreement, which amends certain terms of the existing collateral agreement and reaffirms their obligations under the existing guaranty agreement.
As of both June 30, 2026 and December 31, 2025, the Company had $350.0 million of funds available under the Current Revolving Credit Facility. As of June 30, 2026 and December 31, 2025, the Company had no outstanding balance under the Current Revolving Credit Facility. The Company was in compliance with all covenants as of June 30, 2026.
Note 11. Convertible Senior Notes
0.25% Convertible Senior Notes due 2025
On September 25, 2020, Omnicell, Inc. completed a private offering of $575.0 million aggregate principal amount of 0.25% convertible senior notes (the “2025 Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $75.0 million principal amount of the 2025 Notes. As referred to in this Note 11, “Omnicell, Inc.” or the “Company” refers only to Omnicell, Inc., excluding its subsidiaries. The 2025 Notes were issued pursuant to an indenture, dated September 25, 2020 (the “2025 Notes Indenture”), between the Company and U.S. Bank National Association, as trustee. Prior to maturity, the 2025 Notes were general senior, unsecured obligations of the Company and bore interest at a rate of 0.25% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021.
In November 2024, the Company repurchased $400.0 million of aggregate principal amount of the 2025 Notes. Subsequently, at maturity on September 15, 2025, the Company repaid the remaining principal balance of $175.0 million and $0.2 million of accrued interest in cash.
1.00% Convertible Senior Notes due 2029
On November 22, 2024, Omnicell, Inc. completed a private offering of $172.5 million aggregate principal amount of 1.00% Convertible Senior Notes due 2029 (the “2029 Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $22.5 million aggregate principal amount of the 2029 Notes. Omnicell, Inc. received proceeds from the issuance of the 2029 Notes of $166.3 million, net of $6.2 million of transaction fees and other debt issuance costs. The 2029 Notes bear interest at a rate of 1.00% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2025. The 2029 Notes were issued pursuant to an indenture, dated November 22, 2024 (the “2029 Notes Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2029 Notes are general senior, unsecured obligations of the Company and will mature on December 1, 2029, unless earlier redeemed, purchased, or converted.
The 2029 Notes are convertible at any time prior to the close of business on the business day immediately preceding August 1, 2029, only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on March 31, 2025 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the 2029 Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the 2029 Notes Indenture) per $1,000 principal amount of the 2029 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2029 Notes on each such trading day; (iii) if the Company calls such 2029 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the 2029 Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events as set forth in the 2029 Notes Indenture. On or after August 1, 2029
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until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2029 Notes may convert all or any portion of their 2029 Notes at any time, regardless of the foregoing conditions.
During the three months ended June 30, 2026 and December 31, 2025, none of the conditional conversion features of the 2029 Notes were triggered, and therefore, the 2029 Notes are not convertible during the third quarter of 2026, commencing on July 1, 2026, and were not convertible during the first quarter of 2026, commencing on January 1, 2026.
Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2029 Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in respect to the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted, in the manner and subject to the terms and conditions provided in the 2029 Notes Indenture.
The initial conversion rate for the 2029 Notes is 17.4662 shares of the Company’s common stock per $1,000 principal amount of the 2029 Notes, which is equivalent to an initial conversion price of approximately $57.25 per share of the Company’s common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2029 Notes Indenture. In addition, following certain corporate events that occur prior to the maturity date of the 2029 Notes or if the Company delivers a notice of redemption in respect of the 2029 Notes, the Company will, under certain circumstances, increase the conversion rate of the 2029 Notes for a holder who elects to convert its 2029 Notes (or any portion thereof) in connection with such a corporate event or convert its 2029 Notes called (or deemed called) for redemption during the related redemption period (as defined in the 2029 Notes Indenture), as the case may be.
If the Company undergoes a fundamental change (as defined in the 2029 Notes Indenture), holders may require, subject to certain exceptions, the Company to repurchase for cash all or any portion of their 2029 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2029 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. As of June 30, 2026, none of the criteria for a fundamental change or a conversion rate adjustment had been met.
The Company may not redeem the 2029 Notes prior to December 6, 2027. The Company may redeem for cash all or any portion of the 2029 Notes, at its option, on or after December 6, 2027, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price for the 2029 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The Company may not redeem less than all of the outstanding 2029 Notes unless at least $100.0 million aggregate principal amount of 2029 Notes are outstanding and not called for redemption as of the time the Company sends the related notice of redemption. No sinking fund is provided for in the 2029 Notes.
The debt issuance costs associated with the 2029 Notes are being amortized to interest expense over the term of the 2029 Notes using an effective interest rate of 1.75%. As of June 30, 2026, the remaining life of the 2029 Notes and the related issuance cost accretion is approximately 3.4 years.
The maximum number of shares issuable upon conversion, including the effect of a fundamental change and subject to other conversion rate adjustments, would be approximately 3.0 million shares. As of June 30, 2026, the if-converted value of the 2029 Notes did not exceed the principal amount.
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The 2029 Notes consisted of the following balances:

| June 30, 2026 |  | December 31, 2025
| (In thousands)
Principal amount | $ | 172,500 |  |  | $ | 172,500 |
Unamortized debt issuance costs | (4,297) |  |  | (4,904) |
Convertible senior notes, net | $ | 168,203 |  |  | $ | 167,596 |

The following table summarizes the components of interest expense resulting from the 2025 Notes and the 2029 Notes recognized in interest and other income (expense), net in the Condensed Consolidated Statements of Operations:

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
| (In thousands)
Contractual coupon interest: |  |  |  |  |  |  |
2025 Notes | $ | — |  |  | $ | 110 |  |  | $ | — |  |  | $ | 219 |
2029 Notes | $ | 432 |  |  | $ | 432 |  |  | $ | 863 |  |  | $ | 863 |
Amortization of debt issuance costs: |  |  |  |  |  |  |
2025 Notes | $ | — |  |  | $ | 239 |  |  | $ | — |  |  | $ | 477 |
2029 Notes | $ | 304 |  |  | $ | 294 |  |  | $ | 607 |  |  | $ | 597 |

Convertible Note Hedge and Warrant Transactions
In connection with the issuance of the 2025 Notes in September 2020 and the 2029 Notes in November 2024, the Company entered into convertible note hedges and warrants transactions, respectively, with certain initial purchasers of the 2025 Notes and the 2029 Notes or affiliates thereof and certain other financial institutions (the “option counterparties”).
The convertible note hedges related to the 2025 Notes consisted of call options for the Company to purchase, subject to anti-dilution adjustments substantially similar to those applicable to the 2025 Notes, up to approximately 5.9 million shares of the Company’s common stock, which is equal to the number of shares of the Company’s common stock underlying the 2025 Notes at the time of its issuance, at an initial strike price of approximately $97.32 per share. The convertible note hedges related to the 2029 Notes consisted of call options for the Company to purchase up to, subject to anti-dilution adjustments substantially similar to those applicable to the 2029 Notes, approximately 3.0 million shares of the Company’s common stock, which is equal to the number of shares of the Company’s common stock underlying the 2029 Notes at the time of its issuance, at an initial strike price of approximately $57.25 per share. The convertible note hedges expire upon the maturity of the respective convertible notes, if not earlier exercised or terminated. The cost of the convertible note hedges related to the 2025 Notes and the 2029 Notes was approximately $100.6 million and $40.3 million, respectively, and each was accounted for as an equity instrument, each of which was recorded in additional paid-in capital in the Condensed Consolidated Balance Sheets. In addition, the Company recorded a deferred tax asset of $25.8 million and $10.2 million, respectively, at issuance related to the convertible note hedges for the 2025 Notes and the 2029 Notes. The 2029 Notes convertible note hedges are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2029 Notes and/or offset any cash payments the Company may be required to make in excess of the principal amount of the converted 2029 Notes.
Separately from the convertible note hedges, in September 2020 and November 2024, the Company entered into warrant transactions to sell to the respective option counterparties warrants to acquire, subject to customary anti-dilution adjustments, up to approximately 5.9 million shares of its common stock at an initial strike price of approximately $141.56 and approximately 3.0 million shares of its common stock at an initial strike price of approximately $84.82 per share related to the 2025 Notes and the 2029 Notes, respectively. The warrants require net share or net cash settlement upon the Company’s election. The Company received aggregate proceeds of approximately $51.3 million and $25.2 million for the issuance of the warrants related to the 2025 Notes and the 2029 Notes, respectively, which was recorded in additional paid-in capital at issuance in the Condensed Consolidated Balance Sheets. The warrants could separately have a dilutive effect to the Company’s common stock to the extent that the market price per share of its common stock, as measured under the warrants, exceeds the strike price of the warrants.
On September 15, 2025, the convertible note hedges related to the remaining 2025 Notes expired concurrently with the maturity of the 2025 Notes. No settlement was required as the Company’s stock price remained below the strike price at that time. In addition, following maturity of the 2025 Notes, the warrants issued in connection with the 2025 Notes expired between
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December 15, 2025 and June 8, 2026. As of June 8, 2026, all such warrants issued in connection with the 2025 Notes have expired without exercise.
Note 12. Lessor Leases
Sales-Type Leases
The Company enters into non-cancelable sales-type lease arrangements with the leases varying in length from one to ten years. The Company optimizes cash flows by selling a majority of its sales-type leases, other than those relating to U.S. government hospitals and SaaS and Expert Services products, including Central Pharmacy Dispensing Service and IV C ompounding Service, to third-party leasing finance companies on a non-recourse basis. The Company generally has no obligation to the leasing company once the lease has been sold.
The following table presents the Company’s income recognized from sales-type leases:

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
| (In thousands)
Sales-type lease revenues | $ | 3,814 |  |  | $ | 6,631 |  |  | $ | 10,114 |  |  | $ | 12,449 |
Cost of sales-type lease revenues | (2,347) |  |  | (4,102) |  |  | (6,120) |  |  | (7,039) |
Selling profit on sales-type lease revenues | $ | 1,467 |  |  | $ | 2,529 |  |  | $ | 3,994 |  |  | $ | 5,410 |

The receivables as a result of these types of transactions are collateralized by the underlying equipment leased and consist of the following components:

| June 30, 2026 |  | December 31, 2025
| (In thousands)
Net minimum lease payments to be received | $ | 83,794 |  |  | $ | 88,372 |
Less: Unearned interest income portion | (12,441) |  |  | (12,982) |
Net investment in sales-type leases | 71,353 |  |  | 75,390 |
Less: Current portion (1) | (14,848) |  |  | (14,648) |
Long-term investment in sales-type leases, net | $ | 56,505 |  |  | $ | 60,742 |

_________________________________________________
(1) The current portion of the net investment in sales-type leases is included in other current assets in the Condensed Consolidated Balance Sheets.
The carrying amount of the Company’s sales-type lease receivables is a reasonable estimate of fair value.
The maturity schedule of future minimum lease payments under sales-type leases retained in-house and the reconciliation to the net investment in sales-type leases reported on the Condensed Consolidated Balance Sheets was as follows:

| June 30, 2026
| (In thousands)
Remaining six months of 2026 | $ | 9,065 |
2027 | 17,612 |
2028 | 17,311 |
2029 | 14,662 |
2030 | 10,286 |
Thereafter | 14,858 |
Total future minimum sales-type lease payments | 83,794 |
Present value adjustment | (12,441) |
Total net investment in sales-type leases | $ | 71,353 |

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Note 13. Lessee Leases
The Company has operating leases for office buildings, data centers, office equipment, and vehicles. The Company’s leases have initial terms of one to twelve years. As of June 30, 2026, the Company did not have any additional material operating leases that were entered into, but not yet commenced.
The maturity schedule of future minimum lease payments under operating leases and the reconciliation to the operating lease liabilities reported on the Condensed Consolidated Balance Sheets was as follows:

| June 30, 2026
| (In thousands)
Remaining six months of 2026 | $ | 6,750 |
2027 | 11,920 |
2028 | 10,221 |
2029 | 3,359 |
2030 | 763 |
Thereafter | 1,571 |
Total operating lease payments | 34,584 |
Present value adjustment | (2,791) |
Total operating lease liabilities (1) | $ | 31,793 |

_________________________________________________
(1) Amount consists of a current and long-term portion of operating lease liabilities of $11.5 million and $20.3 million, respectively. The current portion of the operating lease liabilities is included in accrued liabilities in the Condensed Consolidated Balance Sheets.
Operating lease costs were $2.4 million and $2.7 million for the three months ended June 30, 2026 and 2025, respectively, and $4.8 million and $5.1 million for the six months ended June 30, 2026 and 2025, respectively. Short-term lease costs and variable lease costs were not material for the three and six months ended June 30, 2026 and 2025.
The following table summarizes supplemental cash flow information related to the Company’s operating leases:

| Six Months Ended June 30,
| 2026 |  | 2025
| (In thousands)
Cash paid for amounts included in the measurement of lease liabilities | $ | 6,895 |  |  | $ | 7,012 |
Right-of-use assets obtained in exchange for new lease liabilities | $ | 1,393 |  |  | $ | 6,022 |

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s operating leases:

| June 30, 2026 |  | December 31, 2025
Weighted-average remaining lease term, years | 3.2 |  | 3.4
Weighted-average discount rate, % | 5.5 | % |  | 5.5 | %

Note 14. Commitments and Contingencies
Purchase Obligations
In the ordinary course of business, the Company issues purchase orders based on its current manufacturing needs. As of June 30, 2026, the Company had non-cancelable purchase commitments of $192.4 million, of which $134.1 million are expected to be paid within the year ending December 31, 2026.
Legal Proceedings
The Company is currently involved in various legal proceedings.
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As required under ASC 450, Contingencies, the Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss. The Company has not recorded any material accrual for contingent liabilities associated with any current legal proceedings based on its belief that any potential material loss, while reasonably possible, is not probable. Furthermore, any possible range of loss in these matters either cannot be reasonably estimated at this time or is not deemed material. The Company believes that it has valid defenses with respect to legal proceedings pending against it. However, litigation is inherently unpredictable, and it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of legal proceedings or because of the diversion of management’s attention and the creation of significant expenses, regardless of outcome.
The Company is not a party to any legal proceedings that management believes may have a material impact on the Company’s financial position or results of operations.
Note 15. Income Taxes
The Company generally provides for income taxes in interim periods based on the estimated annual effective tax rate for the year, adjusting for discrete items in the quarter in which they arise. For the six months ended June 30, 2026 and 2025, the Company recorded income tax expense of $15.1 million and $2.3 million, respectively, by applying its estimated annual effective tax rate to its year-to-date measure of ordinary income and adjusted for $0.5 million and $2.0 million, respectively, of discrete income tax expense primarily from equity compensation.
The effective tax rate for both the six months ended June 30, 2026 and 2025 differed from the statutory rate of 21% primarily due to the unfavorable impact of state taxes, non-deductible compensation and equity charges, partially offset by the favorable impact of the research and development credits and a Foreign-Derived Deduction-Eligible Income (“FDDEI”) benefit deduction.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the United States, which includes significant tax reform provisions. Included in the OBBBA are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. Key international income tax provisions enacted by OBBBA became effective for the tax year 2026. Notable changes include modifications to the deduction for foreign‑derived income (formerly Foreign‑Derived Intangible Income, now Foreign‑Derived Deduction‑Eligible Income), revisions to the Global Intangible Low-Taxed Income regime (renamed Net Controlled Foreign Corporation (“CFC”) Tested Income), and related changes to the computation of certain international income inclusions. The OBBBA provisions did not have a significant impact on the Company’s results of operations, financial position, and cash flows for the six months ended June 30, 2026.
The Organization for Economic Co-Operation and Development (“OECD”) has previously established a global minimum tax framework under its Base Erosion and Profit Shifting (“BEPS”) Pillar Two initiative, which is intended to ensure that in-scope multinational enterprise groups are subject to a minimum effective tax rate of 15% on a jurisdictional basis. In January 2026, the OECD issued additional Administrative Guidance, including the Side-by-Side (“SbS”) package, to further clarify and coordinate the application of the Pillar Two framework with certain domestic minimum tax regimes. These developments did not have an impact on the Company’s provision for income taxes for the six months ended June 30, 2026. The Company continues to monitor the evolving Pillar Two legislation in the jurisdictions in which it operates.
As of June 30, 2026 and December 31, 2025, the Company had gross unrecognized tax benefits of $11.8 million and $11.3 million, respectively. The Company recognizes interest and penalties related to uncertain tax positions in interest and other income (expense), net in the Condensed Consolidated Statements of Operations. Accrued interest and penalties are included within other long-term liabilities on the Condensed Consolidated Balance Sheets. As of June 30, 2026 and December 31, 2025, the amount of accrued interest and penalties was $1.4 million and $1.1 million, respectively.
The Company files income tax returns in the United States and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examinations by taxing authorities, including major jurisdictions such as the United States, Germany, Italy, France, the United Kingdom and India. The Company is currently in early stages of examination by the Internal Revenue Service (“IRS”) for the tax year ended December 31, 2023. With few exceptions, as of June 30, 2026, the Company was no longer subject to federal U.S., state, and foreign tax examinations for years before 2022, 2021, and 2021, respectively.
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Note 16. Employee Benefits and Share-Based Compensation
Share-Based Compensation Expense
The following table sets forth the total share-based compensation expense recognized in the Company’s Condensed Consolidated Statements of Operations:

| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
| (In thousands)
Cost of product and service revenues | $ | 1,655 |  |  | $ | 1,207 |  |  | $ | 2,904 |  |  | $ | 2,925 |
Research and development | 937 |  |  | 1,022 |  |  | 1,670 |  |  | 2,242 |
Selling, general, and administrative | 9,615 |  |  | 8,301 |  |  | 17,131 |  |  | 16,149 |
Total share-based compensation expense | $ | 12,207 |  |  | $ | 10,530 |  |  | $ | 21,705 |  |  | $ | 21,316 |

The Company capitalized approximately $0.8 million and $0.6 million during the three months ended June 30, 2026 and 2025, respectively, and $1.4 million during both the six months ended June 30, 2026 and 2025, of non-cash share-based compensation expense to internal-use and external-use software development costs related to internal labor. The Company did not capitalize any material non-cash share-based compensation expense to inventory during the three and six months ended June 30, 2026 and 2025.
Employee Stock Purchase Plan (“ESPP”)
The following assumptions were used to value shares under the ESPP:

|  |  | Three and Six Months Ended June 30,
|  |  |  |  | 2026 |  | 2025
Expected life, years |  |  |  |  | 0.5 - 2.0 |  | 0.5 - 2.0
Expected volatility, % |  |  |  |  | 47.3% - 58.7% |  | 45.8% - 58.7%
Risk-free interest rate, % |  |  |  |  | 3.6% - 4.7% |  | 4.1% - 5.2%
Dividend yield, % |  |  |  |  | — | % |  | — | %

For the six months ended June 30, 2026 and 2025, employees purchased approximately 312,000 and 335,000 shares of common stock, respectively, under the ESPP at a weighted-average price of $24.64 and $24.57, respectively. As of June 30, 2026, the estimated unrecognized compensation cost related to the shares to be purchased under the ESPP was approximately $6.8 million and is expected to be recognized over a weighted-average period of 1.2 years.
Stock Options
The following table summarizes the stock option activity under the 2009 Plan:

| Number of Shares |  | Weighted-Average Exercise Price |  | Weighted-Average Remaining Years |  | Aggregate Intrinsic Value
| (In thousands, except per share data)
Outstanding at December 31, 2025 | 1,353 |  |  | $ | 68.10 |  |  | 3.2 |  | $ | 1,787 |
Granted | — |  |  | — |  |  |  |  |
Exercised | (5) |  |  | 32.31 |  |  |  |  |
Expired | — |  |  | — |  |  |  |  |
Forfeited | (74) |  |  | 76.22 |  |  |  |  |
Outstanding at June 30, 2026 | 1,274 |  |  | $ | 67.78 |  |  | 2.5 |  | $ | 875 |
Exercisable at June 30, 2026 | 1,274 |  |  | $ | 67.78 |  |  | 2.5 |  | $ | 875 |
Vested and expected to vest at June 30, 2026 and thereafter | 1,274 |  |  | $ | 67.78 |  |  | 2.5 |  | $ | 875 |

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Restricted Stock Units (“RSUs”)
The following table summarizes the RSU activity under the 2009 Plan:

| Number of Shares |  | Weighted-Average Grant Date Fair Value |  | Weighted-Average Remaining Years |  | Aggregate Intrinsic Value
| (In thousands, except per share data)
Outstanding at December 31, 2025 | 1,661 |  |  | $ | 39.65 |  |  | 1.5 |  | $ | 75,261 |
Granted | 818 |  |  | 34.32 |  |  |  |  |
Vested | (250) |  |  | 49.78 |  |  |  |  |
Forfeited | (156) |  |  | 38.67 |  |  |  |  |
Outstanding and unvested at June 30, 2026 | 2,073 |  |  | $ | 36.33 |  |  | 1.4 |  | $ | 86,061 |

As of June 30, 2026, total unrecognized compensation cost related to RSUs was $48.2 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.4 years.
Performance-Based Stock Unit Awards (“PSUs”)
The following table summarizes the PSU activity under the 2009 Plan:

| Number of Shares |  | Weighted-Average Grant Date Fair Value
| (In thousands, except per share data)
Outstanding at December 31, 2025 | 294 |  |  | $ | 30.56 |
Granted | 199 |  |  | 50.89 |
Vested | (82) |  |  | 30.78 |
Forfeited | — |  |  | — |
Outstanding and unvested at June 30, 2026 | 411 |  |  | $ | 40.39 |

As of June 30, 2026, total unrecognized compensation cost related to PSUs was approximately $6.5 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.8 years.
Summary of Shares Reserved for Future Issuance under Equity Incentive Plans
The Company had the following ordinary shares reserved for future issuance under its equity incentive plans as of June 30, 2026:

| Number of Shares
| (In thousands)
Stock options outstanding | 1,274 |
Non-vested restricted stock awards | 2,522 |
Shares authorized for future issuance | 4,098 |
ESPP shares available for future issuance | 1,802 |
Total shares reserved for future issuance | 9,696 |

Stock Repurchase Programs
On May 22, 2025, the Company’s Board of Directors (the “Board”) authorized a new stock repurchase program providing for the repurchase of up to $75.0 million of the Company’s common stock (the “2025 Repurchase Program”). The 2025 Repurchase Program was in addition to the stock repurchase program approved by the Board on August 2, 2016 providing for the repurchase of up to $50.0 million of the Company’s common stock (the “2016 Repurchase Program”).
During the three and six months ended June 30, 2026, the Company did not repurchase any of its outstanding common stock under the repurchase programs. During the three and six months ended June 30, 2025, the Company repurchased
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approximately 536,000 shares of its common stock under the repurchase programs at an average price of $29.24 per share for an aggregate purchase price of approximately $15.7 million. The 2016 and 2025 Repurchase Programs were formally concluded during the second quarter of 2025 and 2026, respectively.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements are contained throughout this Quarterly Report on Form 10-Q including in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goals,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “target,” “will,” “would,” “vision,” and variations of these terms and similar expressions.
Forward-looking statements are based on our current expectations and assumptions, and are subject to known and unknown risks and uncertainties, many of which are beyond our control, which may cause our actual results, performance, or achievements to be materially different from those expressed or implied in the forward-looking statements. Such risks and uncertainties include those described throughout this Quarterly Report on Form 10-Q, including in Part I - Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II - Item 1A. “Risk Factors,” as well as in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2026. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements should be considered in light of these risks and uncertainties. You should carefully read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits, as well as other documents we file with, or furnish to, the U.S. Securities and Exchange Commission (“SEC”) from time to time, with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements in this Quarterly Report on Form 10-Q represent our current estimates and assumptions and speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we assume no obligation to update any forward-looking 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, future events, even if new information becomes available in the future, or otherwise.
The following risks related to our business, among others, could cause actual results to differ materially from those described in the forward-looking statements:
•unfavorable general economic and market conditions, including the potential impact of inflationary pressures;
•our ability to take advantage of growth opportunities and develop and commercialize new solutions and enhance existing solutions;
•reductions in demand in the capital equipment market or reductions in the demand for, or adoption of, our solutions, systems, or services;
•our ability to successfully achieve anticipated growth targets or market adoption;
•delays in installations of our medication management solutions or our more complex medication packaging systems, or in the timing of purchasing decisions;
•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 resulting in stopping the development of, or the continued offering of, a product or service;
•periods of significant volatility due to geopolitical developments;
•credit, collection, and operational challenges from providing lease financing options to our customers;
•disruptions to our information technology systems and breaches of data security or cyber-attacks on our systems or solutions;
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•incorporating artificial intelligence (“AI”) technology into our products, services and processes, and the use of AI by our vendors and competitors;
•failing to maintain expected service levels when providing our SaaS and Expert Services or retaining our SaaS and Expert Services customers;
•meeting the demands of, or maintaining relationships with, GPOs, institutional, retail, and specialty pharmacy customers;
•inability to secure or maintain access to existing and future specialty drugs or pharmacy provider networks for our specialty pharmacy customers;
•continued and increased competition from current and future competitors in the hospital and health system solutions and outpatient pharmacy solutions markets;
•selling more products and services on a subscription basis;
•availability and sources of raw materials and components, in particular with regard to semiconductor chips, price fluctuations and an inability to pass increased costs on to our customers, or shortages or interruptions of supply;
•dependence on a limited number of suppliers for certain components, equipment, and raw materials, as well as technologies provided by third-party vendors;
•our substantial debt obligations;
•effectiveness of business continuity plans during any future cybersecurity incidents;
•our ability to acquire companies, businesses, or technologies and successfully integrate such acquisitions;
•failure to realize the potential benefits of acquired businesses, or impaired goodwill or other intangible assets in connection with prior acquisitions;
•government regulations, legislative changes, fraud and anti-kickback statutes, 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;
•changes to the 340B Program;
•operating in foreign countries and risks relating to our international supply chain, including the potential impact of political unrest, terrorism, other potential hostilities, threats of terrorism or potential hostilities, or tariffs;
•covenants in our credit agreement could restrict our business and operations;
•financial institution and money market fund concentration;
•climate change, legal, regulatory or market measures to address climate change and a focus on ESG matters by various stakeholders;
•catastrophic events may disrupt our business;
•recruiting and retaining skilled and motivated personnel;
•protecting our intellectual property;
•investments in new business strategies or initiatives;
•intellectual property infringement or product liability claims against us;
•fluctuations in quarterly and annual operating results;
•failing to meet (or significantly exceeding) our publicly announced financial guidance; and
•other factors set forth under “Risk Factors.”
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Other Information
All references in this Quarterly Report on Form 10-Q to “Omnicell,” “our,” “us,” “we,” or “the Company” collectively refer to Omnicell, Inc., a Delaware corporation, and its subsidiaries. The term “Omnicell, Inc.” refers only to Omnicell, Inc., excluding its subsidiaries.
We own various registered and unregistered trademarks and service marks used in our business, some of which appear in this Quarterly Report on Form 10-Q, including Omnicell®. This Quarterly Report on Form 10-Q may also include the trademarks and service marks of other companies. Such trademarks and service marks are the marks of their respective owners.
OVERVIEW
Our Business
Omnicell, a leading healthcare technology provider focused on empowering autonomous medication management, is committed to solving the critical challenges inherent in medication management and elevating the role of clinicians within healthcare as an essential component of care delivery. Omnicell is focused on helping its customers define and deliver a cost-effective medication management strategy designed to equip and empower pharmacists and nurses to focus on patient care rather than administrative tasks, and to drive improved clinical, operational, and financial outcomes across all care settings. We are doing this with an industry-leading medication management infrastructure which includes storage and dispensing automation powered by an intelligence ecosystem. Our comprehensive set of solutions provides the critical foundation for customers to realize the Autonomous Pharmacy, an industry-wide vision defined by pharmacy leaders for improving operational efficiencies and ultimately targeting zero-error medication management alongside 5 other outcomes laid out in the Autonomous Pharmacy framework.
Omnicell solutions are helping healthcare facilities worldwide to uncover cost savings, improve labor efficiency, establish new revenue streams, enhance supply chain control, support compliance, and move closer to the industry-defined vision of the Autonomous Pharmacy. We sell our hardware, software, and consumable solutions together with related service offerings. Revenues generated in the United States represented 90% and 91% of our total revenues for the three months ended June 30, 2026 and 2025, respectively, and 90% and 92% of our total revenues for the six months ended June 30, 2026 and 2025, respectively.
Our business has expanded from a single-point solution to a platform of products and services that will help further advance the industry-defined vision of the Autonomous Pharmacy. This expansion has resulted in larger deal sizes across multiple products, services, and implementations for customers and, we believe, more comprehensive, valuable, and enduring relationships. As our business evolves, we continue to evaluate the metrics and methods we use to measure the success of our business.
Global Trade Relations
In recent years, the U.S. government has advocated for, and in certain cases implemented, greater restrictions on trade. For example, in 2025 and 2026, the U.S. imposed or announced tariffs and other trade measures on a wide variety of products manufactured in multiple foreign jurisdictions, including China, Mexico, and Malaysia, and several foreign countries have imposed or threatened reciprocal tariffs on goods manufactured in the United States. These tariff rates have fluctuated and may continue to fluctuate going forward. In an effort to address these actions, we have implemented various mitigation measures, including dual-sourcing of components and nearshoring manufacturing. While these actions have effectively mitigated some of the impact of these costs, there can be no assurance that we will be able to offset future increased costs or other adverse impacts. Although we continue to work to mitigate the impact of current or potential tariffs, we may incorrectly anticipate outcomes, forgo or pass up business opportunities, or fail to appropriately adapt or manage our business strategies in response to these changes. As a result of these factors, we may experience direct and indirect adverse effects on our business, operating results, cash flow, or financial condition.
On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Subsequent to this ruling the U.S. Court of International Trade issued an order that directed the U.S. Customs and Border Protection (“CBP”) to formalize a process for refunding IEEPA tariffs. On April 20, 2026, the CBP launched an online portal to submit IEEPA tariff refund requests. Submitted requests are reviewed by the CBP to determine validity prior to the issuance of any refund. During the second quarter of 2026, the Company received $14.5 million in refunds for previously paid IEEPA tariffs, which were recorded primarily as a reduction to cost of product revenues. The Company does not expect any additional refunds potentially collectible in the future for IEEPA tariffs paid through the U.S. Supreme Court’s February 20, 2026 ruling to be material.
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In response to the Supreme Court’s ruling, effective February 24, 2026, a new 10% tariff for all imports under Section 122 of the Trade Act of 1974 was imposed, subject to applicable exclusions, including exclusions for qualifying products under the United States-Mexico-Canada Agreement. These tariffs were expected to remain in effect for 150 days, the maximum period that Section 122 permits without congressional action and subsequently expired on July 24, 2026. Effective July 24, 2026, the U.S. implemented or announced replacement tariffs under Section 301 of the Trade Act of 1974, at rates generally ranging from 10% to 12.5%, which are intended to replace the expired Section 122 tariffs. At this time, we do not currently expect these recent tariff changes to have a material impact on our business, operating results, cash flow or financial condition. However, the scope, rate, duration, legality and implementation of existing or future tariffs remain uncertain, and additional tariff measures, changes to existing exclusions, retaliatory trade actions, litigation outcomes, refund processes or other changes in U.S. or foreign trade policy could increase our costs, disrupt our supply chain, affect customer demand or require changes to our sourcing, pricing or production strategies. We continue to monitor these developments and their potential impact on our business and future operating results.
Product Bookings and Annual Recurring Revenue
We utilize product bookings and Annual Recurring Revenue (“ARR”), each as further described below, as key performance metrics for our business. We view product bookings as an indicator of the success of certain portions of our business that generate nonrecurring revenue and we view ARR as an indicator of the success of the portions of our business that generate recurring revenues. The definitions and descriptions included below are relevant to these key performance metrics.
Product Bookings
We utilize product bookings as an indicator of the success of certain portions of our business that generate non-recurring revenue. We define product bookings generally as the value of non-cancelable contracts for our connected devices and software licenses. We typically exclude freight revenue and other less significant items ancillary to our products from product bookings. In addition, dependent upon counterparty or credit risk, which is evaluated at the time of contract signing, for a given multi-year subscription contract we may reduce the value of the contractual commitment booked at a given time. Connected devices and software license bookings are recorded as revenue upon customer acceptance of the installation or receipt of goods. As part of most connected device product sales, we generally provide installation planning and consulting, which is typically included in the initial price of the solution.
Annual Recurring Revenue
We consider revenues generated from our consumables, technical services, and SaaS and Expert Services to be recurring revenues. For the portions of our business which generate recurring revenues, we utilize ARR as a key metric to measure our progress in growing our recurring revenue business. We define ARR at a measurement date as the revenue we expect to receive from our customers over the course of the following year for providing them with products or services. ARR includes expected revenue from all customers who are using our products or services at the reported date. For technical services and SaaS and Expert Services, solutions are generally on a contractual basis, typically with contracts for a period of 12 months or more, with a high probability of renewal. Probability of renewal is based on historic renewal experience of the individual revenue streams or management’s best estimates if historical renewal experience is not available. Consumables orders are placed by customers through our Omnicell Storefront online platform or through written or telephonic orders and are sold to a customer base who utilize the consumable product and place recurring orders when customer inventory is depleted. ARR is generally calculated based on revenues received in the most recent quarter and changes to expected revenues where solutions were added to or removed from the install or customer base in the quarter. Revenues from technical services and SaaS and Expert Services are generally recorded ratably over the service term. As part of our SaaS and Expert Services offerings, we provide a range of services to our customers including Central Pharmacy Dispensing Service (service portion), IV Compounding Service (service portion), EnlivenHealth, Specialty Pharmacy Services, 340B solutions, Inventory Optimization Service, and other software solutions, which typically are provided over two to seven years. In addition, to help ensure the maximum availability of our systems, our customers typically purchase technical services contracts (support and maintenance) in increments of one to five years. Revenue from consumables are recorded when the product has shipped and title has passed. Our measure of ARR may be different than that used by other companies. Because ARR is based on expected future revenue, it does not represent revenue recognized during a particular reporting period or revenue to be recognized in future reporting periods. ARR should not be viewed as a substitute for revenues.
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The following table summarizes each revenue category:

Revenue Category |  | Revenue Type |  | Income Statement Classification |  | Included in Product Bookings |  | Included in ARR
Connected devices, software licenses, and other |  | Nonrecurring |  | Product |  | Yes (1) |  | No
Consumables |  | Recurring |  | Product |  | No |  | Yes
Technical services |  | Recurring |  | Service |  | No |  | Yes
SaaS and Expert Services (2) |  | Recurring |  | Service |  | No |  | Yes

_________________________________________________
(1) Certain other insignificant revenue streams ancillary to our products and services, such as freight revenue, are not included in bookings.
(2) Includes Central Pharmacy Dispensing Service (service portion), IV Compounding Service (service portion), EnlivenHealth, Specialty Pharmacy Services, 340B solutions, Inventory Optimization Service, and other software solutions.
Operating Segments
We manage our operations as a single segment for the purposes of assessing performance and making operating decisions. Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. The CODM allocates resources and evaluates the performance of Omnicell at the consolidated level using our consolidated net income (loss). In addition, the CODM is provided with certain segment assets and liabilities, primarily those that impact liquidity, as well as certain significant expenses. All significant operating decisions are based upon an analysis of Omnicell as one operating segment, which is the same as our reporting segment.
Our full-time employee headcount was approximately 3,485 as of June 30, 2026.
Business Strategy
In 2024, the United States spent $806 billion on prescription drugs, a 10.2% increase from 2023. We believe there are significant challenges facing the practice of pharmacy today. These challenges include, but are not limited to, budget constraints and acute workforce shortages, where 88% of hospitals report technician deficits and 92% report shortages of technicians with sterile compounding expertise. In addition, health systems face rising liability related to drug diversion, with a 61% increase in the average number of investigations per hospital since the beginning of 2023. We also recognize that these challenges may impact the timing of contracting for, or implementation of, our products, solutions, or services. However, we believe that over time these significant challenges facing pharmacists will drive demand for increased automation, visibility, insights, and improved medication management outcomes that our solutions are designed to enable. Because of this, we believe that our solutions are well-positioned to address the evolving needs of healthcare institutions and therefore present opportunities for long-term growth.
In an effort to address these challenges and deliver solutions to help drive positive medication management outcomes, we continue to make significant investments in our research and development efforts to further advance the industry-defined vision of the Autonomous Pharmacy. Furthermore, we believe a combination of dispensing automation and an intelligence ecosystem is needed in every care setting where medications are managed. We are focused on delivering solutions to help our customers realize the industry-defined vision of the Autonomous Pharmacy and driving positive medication management outcomes with superior customer experience in two core market categories through:
•Hospital and Health System Solutions: This category enables the end-to-end medication process across the entire continuum of care. It unifies Central Pharmacy automation, robotics, and IV sterile compounding with Point of Care automated dispensing in Nursing Units and Operating Room/Procedural areas. From the loading dock to the bedside, this is designed to provide for medication safety, availability, and workflow efficiency. This category also supports Consolidated Pharmacy Service Center operations.
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•Points of Care. As a market leader, we anticipate continued expansion into this product market as customers increasingly utilize our dispensing systems in more areas within hospitals and ambulatory care settings. The 2025–2028 healthcare landscape, however, faces significant fiscal headwinds driven by sweeping changes in health policy, specifically the One Big Beautiful Bill Act (“OBBBA”), which is expected to result in a $910 billion Medicaid spending reduction across states. Coupled with rising input costs from tariffs and acute labor shortages, these pressures are likely to further compress operating margins. We believe this financial strain makes the status quo unsustainable, which we anticipate compelling health systems to focus on capital efficiency and operational resilience through accelerated investments in pharmacy modernization, especially automation to address labor shortages and advanced analytics to manage rising costs of drug diversion and non-adherence. As hospitals navigate this liquidity challenge, we expect a critical shift in purchasing behavior from traditional capital expenditures to flexible payment models, such as leasing, subscriptions, and “as-a-service” structures, enabling institutions to adopt essential regulatory compliance and safety technologies while preserving operating cash flow.
•Central Pharmacy. This market represents the beginning of medication management in acute care settings. Given the current environment, we believe there is a significant opportunity for automation as many health systems aim to eliminate manual, repetitive, and error-prone processes to address acute workforce shortages. With hospitals facing technician shortages and often lacking adequate sterile compounding expertise, we think automating central pharmacy dispensing and compounding is crucial for reallocating limited labor, enhancing patient safety, and enabling compliance with the new interoperability requirements under the Drug Supply Chain Security Act (“DSCSA”). Manual compounding of sterile IV preparations poses safety risks and, when outsourced, can increase costs and supply volatility. Therefore, IV products offer a key opportunity to standardize sterile workflows, offset the resources currently used for managing drug shortages, and reduce the annual cost of non-optimized medication therapy. We expect these products in technology-driven services to become increasingly vital as health systems focus on operational resilience amid severe financial pressures.
•Consolidated Pharmacy Service Center Automation and Robotics. Health Systems are increasingly realizing savings from a Consolidated Pharmacy Service Center (“CPSC”) model. The CPSC serves as a strategic hub for centralized inventory management and sterile compounding. By implementing industrial-grade robotics and carousels at the CPSC, health systems can achieve economies of scale, streamlining the serialized receiving process required for DSCSA compliance before inventory reaches hospitals. This centralized approach should help preserve margins by optimizing supply chains and reducing waste across the network.
•Outpatient Pharmacy Solutions: Focused on extending care beyond the hospital walls, this category supports outpatient and retail pharmacy growth. It combines Specialty Pharmacy and 340B Third-Party Administrator (“TPA”) services, Medication Adherence technologies (automation and consumables), and the EnlivenHealth platform to help drive better clinical outcomes and medication compliance for clinicians and patients.
•Specialty Pharmacy and 340B Program. We believe that health systems will continue to accelerate investment in programs to improve patient outcomes by utilizing specialty pharmacies and the federal 340B Drug Pricing Program. The 340B Program allows qualified hospitals to stretch federal resources, a critical capability as the program is on track to exceed $200 billion in gross sales by 2026. In 2024, specialty drugs used for treatment of complex conditions constituted the majority (51.7%) of total prescription expenditures. This sector continues to grow at a higher rate than other drug classes. However, regulatory pressures are intensifying with site-neutral payment cuts. Specialty pharmacies serve as the connection between patients, providers, and payers to streamline access and adherence. We believe a solution designed to help health systems optimize their Health System-Owned Specialty Pharmacy (“HSSP”) and navigate these compliance-complexities will help ensure continuity of care. We believe that a fully optimized specialty pharmacy operation represents one of the largest economic opportunities for hospitals and health systems.
•Institutional Pharmacy. The U.S. institutional pharmacy industry provides closed-door medication dispensing, clinical support, and medication adherence services for long-term care (“LTC”), correctional, rehabilitation and behavioral health, and hospice facilities. The market size of the institutional pharmacies industry in the U.S. is $24 billion with 1,100 businesses servicing this sector and characterized by a high concentration in national operators. LTC facilities comprise skilled nursing facilities, assisted living communities, senior living centers, and home and community-based care settings. LTC pharmacies typically operate under more stringent regulatory, packaging, and labor requirements than retail pharmacies, which may result in structurally higher operating costs. As a result of projected demographic aging and the increasing complexity of managing chronic disease across LTC populations, we expect market demand to
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continue to rise. The LTC industry is currently undergoing a transition driven by reimbursement pressures, regulatory expansion, and workforce shortages. Legislative and pricing reforms, including updates to Medicare Part D, have increased financial strain on smaller LTC providers, which we believe will accelerate a shift toward centralized, automation-enabled fulfillment models that are designed to improve efficiency, standardize quality, and support compliance with evolving documentation and oversight requirements. Through our outpatient pharmacy solutions, we also serve adjacent outpatient institutional markets, including correctional facilities’ pharmacy providers. Additionally, we provide pharmacy services to individuals with intellectual and developmental disabilities (“IDD”), a market currently experiencing rising demand due to increased prevalence. IDD pharmacy services require specialized packaging, adherence technologies, and close coordination with caregivers and community-based support organizations.
•Retail. Total U.S. prescription dispensing revenues across retail, mail-order, long-term care, and specialty pharmacies reached approximately $683 billion in 2024, up 9% from 2023, a surge driven primarily by the rapid adoption of GLP-1 agonists and specialty immunotherapies rather than volume alone. Additionally, the shift of outpatient care from hospitals and physician offices to other more convenient settings, such as retail pharmacies and the home, continues to be a growing trend. New technologies and increased scope of practice for pharmacists appear to be spurring innovation and expansion of the provision of clinical services by retail pharmacies. We believe this development, combined with the move to value-based care, will drive the adoption of our patient engagement offerings. These solutions are intended to help providers (including pharmacists) engage patients in new ways that are expected to improve outcomes, reduce the total cost of care, and lead to more profitable operations.
CRITICAL ACCOUNTING ESTIMATES
Our discussion and analysis of our financial condition and results of operations are based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. We regularly review our estimates and assumptions, which are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of certain assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions.
We believe the following critical accounting policies are affected by significant judgments and estimates used in the preparation of our Condensed Consolidated Financial Statements:
•Revenue recognition;
•Inventory; and
•Accounting for income taxes.
There have been no material changes in our critical accounting policies and estimates during the six months ended June 30, 2026 as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Issued Authoritative Guidance
Refer to “Recently Issued Authoritative Guidance” in Note 1, Organization and Summary of Significant Accounting Policies, of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements, including the expected dates of adoption and estimated effects on our results of operations, financial position, and cash flows.
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RESULTS OF OPERATIONS
Total Revenues

| Three Months Ended June 30,
|  |  |  |  | Change in
| 2026 |  | 2025 |  | $ |  | %
| (Dollars in thousands)
Product revenues | $ | 175,062 |  |  | $ | 163,172 |  |  | $ | 11,890 |  |  | 7%
Percentage of total revenues | 56% |  | 56% |  |  |  |
Service revenues | 137,146 |  |  | 127,390 |  |  | 9,756 |  |  | 8%
Percentage of total revenues | 44% |  | 44% |  |  |  |
Total revenues | $ | 312,208 |  |  | $ | 290,562 |  |  | $ | 21,646 |  |  | 7%

Product revenues represented 56% of total revenues for both the three months ended June 30, 2026 and 2025. Product revenues increased by $11.9 million, primarily driven by an increase in revenues from our automated dispensing systems and XTExtend offering, partially offset by a decrease in revenues from robotics, including products related to our Central Pharmacy Dispensing Service and IV Compounding Service offering.
Service revenues represented 44% of total revenues for both the three months ended June 30, 2026 and 2025. Service revenues include revenues from technical services and SaaS and Expert Services offerings. Service revenues increased by $9.8 million due to an increase of $4.8 million in technical services revenues primarily as a result of growth in our installed customer base and the impact of pricing actions, as well as an increase of $5.0 million in SaaS and Expert Services revenues due to continued customer demand, including an increase in revenues from our Specialty Pharmacy Services offering.
Our international sales represented 10% and 9% of total revenues for the three months ended June 30, 2026 and 2025, respectively. In future periods, we expect our revenues to be affected by foreign currency exchange rate fluctuations. We are unable to predict the extent to which revenues in future periods will be impacted by changes in foreign currency exchange rates.

| Six Months Ended June 30,
|  |  |  |  | Change in
| 2026 |  | 2025 |  | $ |  | %
| (Dollars in thousands)
Product revenues | $ | 349,862 |  |  | $ | 308,340 |  |  | $ | 41,522 |  |  | 13%
Percentage of total revenues | 56% |  | 55% |  |  |  |
Service revenues | 272,226 |  |  | 251,890 |  |  | 20,336 |  |  | 8%
Percentage of total revenues | 44% |  | 45% |  |  |  |
Total revenues | $ | 622,088 |  |  | $ | 560,230 |  |  | $ | 61,858 |  |  | 11%

Product revenues represented 56% and 55% of total revenues for the six months ended June 30, 2026 and 2025, respectively. Product revenues increased by $41.5 million, primarily driven by an increase in revenues from our automated dispensing systems and XTExtend offering, partially offset by a decrease in revenues from robotics, including products related to our Central Pharmacy Dispensing Service and IV Compounding Service offering.
Service revenues represented 44% and 45% of total revenues for the six months ended June 30, 2026 and 2025, respectively. Service revenues include revenues from technical services and SaaS and Expert Services offerings. Service revenues increased by $20.3 million due to an increase of $10.3 million in technical services revenues primarily as a result of growth in our installed customer base and the impact of pricing actions, as well as an increase of $10.0 million in SaaS and Expert Services revenues due to continued customer demand, including an increase in revenues from our Specialty Pharmacy Services offering.
Our international sales represented 10% and 8% of total revenues for the six months ended June 30, 2026 and 2025, respectively. In future periods, we expect our revenues to be affected by foreign currency exchange rate fluctuations. We are unable to predict the extent to which revenues in future periods will be impacted by changes in foreign currency exchange rates.
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Our ability to grow product and service revenues is dependent on our ability to continue to obtain orders from customers, including contract renewals and competitive conversions, which may be dependent upon customers’ capital equipment budgets and/or capital equipment approval cycles, our ability to produce quality products and consumables to fulfill customer demand, the volume of implementations we are able to complete, our ability to meet customer needs by providing a quality implementation experience and solutions that meet expected service levels, our ability to develop new or enhance existing solutions, and our flexibility in workforce allocations among customers to complete implementations on a timely basis. The timing of our revenues is primarily dependent on when our customers’ schedules and/or staffing levels allow for implementations.
Cost of Revenues and Gross Profit
Cost of revenues is primarily comprised of three general categories: (i) standard product costs which account for the majority of the product cost of revenues that are provided to customers, and are inclusive of purchased material, labor to build the product, and overhead costs associated with production; (ii) costs of providing services and installation costs, including costs of personnel and other expenses; and (iii) other costs, including variances in standard costs and overhead, scrap costs, rework, provisions for excess and obsolete inventory, and amortization of software development costs and intangibles.

| Three Months Ended June 30,
|  |  |  |  | Change in
| 2026 |  | 2025 |  | $ |  | %
| (Dollars in thousands)
Cost of revenues: |  |  |  |  |  |  |
Cost of product revenues | $ | 85,668 |  |  | $ | 91,919 |  |  | $ | (6,251) |  |  | (7)%
As a percentage of related revenues | 49% |  | 56% |  |  |  |
Cost of service revenues | 73,605 |  |  | 70,965 |  |  | 2,640 |  |  | 4%
As a percentage of related revenues | 54% |  | 56% |  |  |  |
Total cost of revenues | $ | 159,273 |  |  | $ | 162,884 |  |  | $ | (3,611) |  |  | (2)%
As a percentage of total revenues | 51% |  | 56% |  |  |  |
Gross profit | $ | 152,935 |  |  | $ | 127,678 |  |  | $ | 25,257 |  |  | 20%
Gross margin | 49% |  | 44% |  |  |  |

Cost of revenues for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 decreased by $3.6 million, primarily driven by a $6.3 million decrease in cost of product revenues, partially offset by a $2.6 million increase in cost of service revenues.
The decrease in cost of product revenues for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily driven by a $14.0 million refund received during the three months ended June 30, 2026 for previously paid IEEPA tariffs, partially offset by the impact of costs of higher revenues and ongoing tariffs during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
The increase in cost of service revenues was primarily driven by the increase in service revenues of $9.8 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
The overall increase in gross margin primarily relates to higher revenues for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and a $14.0 million refund received during the three months ended June 30, 2026 for previously paid IEEPA tariffs, partially offset by the impact of ongoing tariffs. Our gross profit for the three months ended June 30, 2026 was $152.9 million, as compared to $127.7 million for the three months ended June 30, 2025.
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| Six Months Ended June 30,
|  |  |  |  | Change in
| 2026 |  | 2025 |  | $ |  | %
| (Dollars in thousands)
Cost of revenues: |  |  |  |  |  |  |
Cost of product revenues | $ | 181,186 |  |  | $ | 177,504 |  |  | $ | 3,682 |  |  | 2%
As a percentage of related revenues | 52% |  | 58% |  |  |  |
Cost of service revenues | 147,604 |  |  | 144,112 |  |  | 3,492 |  |  | 2%
As a percentage of related revenues | 54% |  | 57% |  |  |  |
Total cost of revenues | $ | 328,790 |  |  | $ | 321,616 |  |  | $ | 7,174 |  |  | 2%
As a percentage of total revenues | 53% |  | 57% |  |  |  |
Gross profit | $ | 293,298 |  |  | $ | 238,614 |  |  | $ | 54,684 |  |  | 23%
Gross margin | 47% |  | 43% |  |  |  |

Cost of revenues for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 increased by $7.2 million, of which $3.7 million was attributed to the increase in cost of product revenues and $3.5 million was attributed to the increase in cost of service revenues.
The increase in cost of product revenues for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 has not increased proportionally with the increase in product revenues primarily due to a $14.0 million refund received during the three months ended June 30, 2026 for previously paid IEEPA tariffs, favorable impact of scale and efficiencies in installations as well as product and customer mix, partially offset by the impact of ongoing tariffs during the six months ended June 30, 2026.
The increase in cost of service revenues was primarily driven by the increase in service revenues of $20.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, partially offset by certain non-recurring costs, including software upgrade expenses, incurred during the six months ended June 30, 2025.
The overall increase in gross margin primarily relates to higher revenues for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, a $14.0 million refund received during the three months ended June 30, 2026 for previously paid IEEPA tariffs, the favorable impact of scale and efficiencies in installations, product and customer mix, and certain non-recurring costs, including software upgrade expenses, incurred during the six months ended June 30, 2025, partially offset by the impact of ongoing tariffs. Our gross profit for the six months ended June 30, 2026 was $293.3 million, as compared to $238.6 million for the six months ended June 30, 2025.
Operating Expenses and Interest and Other Income (Expense), Net

| Three Months Ended June 30,
|  |  |  |  | Change in
| 2026 |  | 2025 |  | $ |  | %
| (Dollars in thousands)
Operating expenses: |  |  |  |  |  |  |
Research and development | $ | 20,299 |  |  | $ | 21,573 |  |  | $ | (1,274) |  |  | (6)%
As a percentage of total revenues | 7% |  | 7% |  |  |  |
Selling, general, and administrative | 100,187 |  |  | 97,985 |  |  | 2,202 |  |  | 2%
As a percentage of total revenues | 32% |  | 34% |  |  |  |
Total operating expenses | $ | 120,486 |  |  | $ | 119,558 |  |  | $ | 928 |  |  | 1%
As a percentage of total revenues | 39% |  | 41% |  |  |  |
Interest and other income (expense), net | $ | 1,384 |  |  | $ | 2,333 |  |  | $ | (949) |  |  | (41)%

Research and Development. Research and development expenses decreased by $1.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
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Selling, General, and Administrative. Selling, general, and administrative expenses increased by $2.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to an increase of $3.3 million in employee-related expenses and an increase of $1.9 million in certain restructuring and severance charges, partially offset by a decrease of $3.5 million in the allowance for credit losses compared to the three months ended June 30, 2025.
Interest and Other Income (Expense), Net. Interest and other income (expense), net changed by $0.9 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by a $1.2 million decrease in other income. The decrease in other income during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 is primarily attributable to lower interest income received due to lower cash and cash equivalents balances following the repurchases of our common stock during the second and third quarters of 2025 and maturity of the remaining 2025 Notes in September 2025, partially offset by $0.5 million of interest income received in connection with the IEEPA tariffs refund during the three months ended June 30, 2026.

| Six Months Ended June 30,
|  |  |  |  | Change in
| 2026 |  | 2025 |  | $ |  | %
| (Dollars in thousands)
Operating expenses: |  |  |  |  |  |  |
Research and development | $ | 41,818 |  |  | $ | 42,099 |  |  | $ | (281) |  |  | (1)%
As a percentage of total revenues | 7% |  | 8% |  |  |  |
Selling, general, and administrative | 202,177 |  |  | 200,014 |  |  | 2,163 |  |  | 1%
As a percentage of total revenues | 32% |  | 36% |  |  |  |
Total operating expenses | $ | 243,995 |  |  | $ | 242,113 |  |  | $ | 1,882 |  |  | 1%
As a percentage of total revenues | 39% |  | 43% |  |  |  |
Interest and other income (expense), net | $ | 1,435 |  |  | $ | 4,422 |  |  | $ | (2,987) |  |  | (68)%

Research and Development. Research and development expenses decreased by $0.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Selling, General, and Administrative. Selling, general, and administrative expenses increased by $2.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to an increase of $5.5 million in employee-related expenses and an increase of $2.6 million in consulting expenses, partially offset by a decrease of $4.6 million in the allowance for credit losses and a decrease of $2.7 million for legal and regulatory expenses compared to the six months ended June 30, 2025.
Interest and Other Income (Expense), Net. Interest and other income (expense), net changed by $3.0 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily driven by a $3.6 million decrease in other income. The decrease in other income during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 is primarily attributable to lower interest income received due to lower cash and cash equivalents balances following the repurchases of our common stock during the second and third quarters of 2025 and maturity of the remaining 2025 Notes in September 2025, partially offset by $0.5 million of interest income received in connection with the IEEPA tariffs refund during the three months ended June 30, 2026.
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Provision for Income Taxes

| Three Months Ended June 30,
|  |  |  |  | Change in
| 2026 |  | 2025 |  | $ |  | %
| (Dollars in thousands)
Provision for income taxes | $ | 9,544 |  |  | $ | 4,814 |  |  | $ | 4,730 |  |  | 98%

| Six Months Ended June 30,
|  |  |  |  | Change in
| 2026 |  | 2025 |  | $ |  | %
| (Dollars in thousands)
Provision for income taxes | $ | 15,091 |  |  | $ | 2,307 |  |  | $ | 12,784 |  |  | 554%

For the six months ended June 30, 2026 and June 30, 2025, we recorded income tax expense of $15.1 million and $2.3 million, respectively. The change in income tax expense for the six months ended June 30, 2026, compared to the same period in 2025, was primarily due to changes in income before income taxes.
Refer to Note 15, Income Taxes, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.
LIQUIDITY AND CAPITAL RESOURCES
We had cash and cash equivalents of $292.2 million at June 30, 2026 compared to $196.5 million at December 31, 2025. All of our cash and cash equivalents are invested in bank accounts and money market funds held in sweep and asset management accounts with financial institutions of high credit quality. As of June 30, 2026, a substantial portion of the Company’s cash and cash equivalents were held with a limited number of financial institutions and money market funds, which may expose the Company to concentration risk in the event of a failure or adverse condition affecting those entities.
Our cash position and working capital at June 30, 2026 and December 31, 2025 were as follows:

| June 30, 2026 |  | December 31, 2025
| (In thousands)
Cash and cash equivalents | $ | 292,165 |  |  | $ | 196,520 |
Working capital | $ | 287,945 |  |  | $ | 203,460 |

Our ratio of current assets to current liabilities was 1.6:1 at June 30, 2026 and 1.4:1 at December 31, 2025.
Sources of Cash
Revolving Credit Facility
On October 10, 2023, Omnicell, Inc. entered into a Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”) with the lenders from time to time party thereto, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., PNC Capital Markets LLC and TD Securities (USA) LLC as joint lead arrangers and Wells Fargo Bank, National Association, as administrative agent. The Second A&R Credit Agreement provides for (a) a five-year revolving credit facility of $350.0 million (the “Current Revolving Credit Facility”) and (b) an uncommitted incremental loan facility of up to an amount equal to the sum of (i) the greater of $250.0 million and 100% of the adjusted consolidated EBITDA for the last four quarters and (ii) additional amounts subject to pro forma compliance with certain consolidated secured net leverage ratio (the “Current Incremental Facility”). In addition, the Second A&R Credit Agreement includes a letter of credit sub-limit of up to $15.0 million and a swing line loan sub-limit of up to $25.0 million. The Second A&R Credit Agreement has an expiration date of October 10, 2028, subject to acceleration under certain conditions, upon which date all remaining outstanding borrowings will be due and payable.
As of June 30, 2026, we had $350.0 million of funds available under the Current Revolving Credit Facility. As of June 30, 2026, there was no outstanding balance under the Current Revolving Credit Facility and we were in full compliance with all covenants.
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Refer to Note 10, Debt and Credit Agreement, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information. We expect to use future loans under the Current Revolving Credit Facility, if any, for working capital, potential acquisitions, and other general corporate purposes.
Uses of Cash
Our future uses of cash are expected to be primarily for working capital, capital expenditures, and other contractual obligations. We may also use cash for potential acquisitions and acquisition-related activities, as well as repurchases of our common stock.
Based on our current business plan and backlog, we believe that our existing cash and cash equivalents, our anticipated cash flows from operations, cash generated from the exercise of employee stock options and purchases under our Employee Stock Purchase Plan (“ESPP”), along with the availability of funds under the Current Revolving Credit Facility, will be sufficient to meet our cash needs for working capital, capital expenditures, potential acquisitions, and other contractual obligations for at least the next twelve months. For periods beyond the next twelve months, we also anticipate that our net operating cash flows plus existing balances of cash and cash equivalents will suffice to fund the growth of our business.
Cash Flows
The following table summarizes, for the periods indicated, selected items in our Condensed Consolidated Statements of Cash Flows:

| Six Months Ended June 30,
| 2026 |  | 2025
| (In thousands)
Net cash provided by (used in): |  |  |
Operating activities | $ | 122,814 |  |  | $ | 68,679 |
Investing activities | (28,398) |  |  | (31,662) |
Financing activities | (20,984) |  |  | (7,431) |
Effect of exchange rate changes on cash and cash equivalents | (1,710) |  |  | 3,300 |
Net increase in cash, cash equivalents, and restricted cash | $ | 71,722 |  |  | $ | 32,886 |

Operating Activities
We expect cash from our operating activities to fluctuate in future periods as a result of a number of factors, including the timing of our billings and collections, our operating results, and the timing of other liability payments.
Net cash provided by operating activities was $122.8 million for the six months ended June 30, 2026, primarily consisting of operating inflows of $110.7 million and favorable working capital movements of $12.1 million. Operating inflows consisted of net income of $35.6 million, adjusted for non-cash items of $75.1 million, which consisted primarily of depreciation and amortization expense of $37.4 million, share-based compensation expense of $21.7 million, and a change in deferred income taxes of $10.9 million. The favorable working capital was primarily due to an increase in deferred revenues of $13.1 million, driven primarily by an increase in billings for certain technical services, SaaS and Expert Services, and connected devices offerings, an increase in accounts payable of $7.2 million primarily due to the timing of payments, a decrease in inventories of $4.2 million, and a decrease in investment in sales-type leases of $4.0 million. These cash inflows were partially offset by an increase in accounts receivable and unbilled receivables of $10.2 million primarily due to the timing of billings, shipments, and collections, a decrease in operating lease liabilities of $6.0 million, and an increase in other current assets of $5.1 million.
Net cash provided by operating activities was $68.7 million for the six months ended June 30, 2025, primarily consisting of operating inflows of $63.0 million and favorable working capital movements of $5.7 million. Operating inflows consisted of a net loss of $1.4 million, adjusted for non-cash items of $64.4 million, which consisted primarily of depreciation and amortization expense of $39.6 million and share-based compensation expense of $21.3 million. The favorable working capital was primarily due to a decrease in accounts receivable and unbilled receivables of $25.9 million primarily due to the timing of billings, shipments, and collections, an increase in deferred revenues of $15.1 million, due to the timing of billings and customers’ installation schedules, and an increase in accounts payable of $10.7 million primarily due to an increase in inventory spend and timing of payments. These cash inflows were partially offset by an increase in inventories of $15.9 million to support production requirements, including advanced purchases of certain components, a decrease in accrued liabilities of $14.9 million primarily due a decrease in taxes payable, a decrease in accrued compensation of $8.6 million primarily due to a decrease in accrued employee bonuses and commissions, and a decrease in operating lease liabilities of $5.8 million.
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Investing Activities
Net cash used in investing activities was $28.4 million for the six months ended June 30, 2026, which consisted primarily of capital expenditures of $21.4 million for property and equipment and $7.0 million for external-use software development costs.
Net cash used in investing activities was $31.7 million for the six months ended June 30, 2025, which consisted of capital expenditures of $23.0 million for property and equipment and $8.7 million for external-use software development costs.
Financing Activities
Net cash used in financing activities was $21.0 million for the six months ended June 30, 2026, primarily due to a net change in the customer funds balances of $23.9 million, partially offset by $7.9 million in proceeds from employee stock option exercises and ESPP purchases.
Net cash used in financing activities was $7.4 million for the six months ended June 30, 2025, primarily due to $15.7 million paid for repurchases of shares of our common stock, partially offset by $8.3 million in proceeds from employee stock option exercises and ESPP purchases.
Contractual Obligations
There have been no significant changes during the six months ended June 30, 2026 to the contractual obligations disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” set forth in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2025.
Contractual obligations as of June 30, 2026 were as follows:

| Payments Due By Period
| Total |  | Remainder of 2026 |  | 2027-2028 |  | 2029-2030 |  | 2031 and thereafter
| (In thousands)
Operating leases (1) | $ | 34,584 |  |  | $ | 6,750 |  |  | $ | 22,141 |  |  | $ | 4,122 |  |  | $ | 1,571 |
Purchase obligations (2) | 192,416 |  |  | 134,068 |  |  | 58,301 |  |  | 47 |  |  | — |
Convertible senior notes (3) | 178,543 |  |  | 863 |  |  | 3,450 |  |  | 174,230 |  |  | — |
Total (4) | $ | 405,543 |  |  | $ | 141,681 |  |  | $ | 83,892 |  |  | $ | 178,399 |  |  | $ | 1,571 |

_________________________________________________
(1)Commitments under operating leases relate primarily to leased office buildings, data centers, office equipment, and vehicles. Refer to Note 13, Lessee Leases, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.
(2)We purchase components from a variety of suppliers and use contract manufacturers to provide manufacturing services for our products. During the normal course of business, we issue purchase orders with estimates of our requirements several months ahead of the delivery dates. These amounts are associated with agreements that are enforceable and legally binding. The amounts under such contracts are included in the table above because we believe that cancellation of these contracts is unlikely and we expect to make future cash payments according to the contract terms or in similar amounts for similar materials.
(3)We issued the 2029 Notes in November 2024 that are due in December 2029. The obligations presented above include both principal and interest on these notes. Although these notes mature in 2029, they may be converted into cash and shares of our common stock prior to maturity if certain conditions are met. Any conversion prior to maturity can result in repayment of the principal amounts sooner than the scheduled repayment as indicated in the table above. Refer to Note 11, Convertible Senior Notes, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.
(4)Refer to Note 14, Commitments and Contingencies, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks related to fluctuations in foreign currency exchange rates and interest rates.
Foreign Currency Exchange Risk
We operate in foreign countries which expose us to market risk associated with foreign currency exchange rate fluctuations between the U.S. dollar and various foreign currencies, the most significant of which are the British Pound and the Euro. In order to manage foreign currency risk, at times we enter into foreign exchange forward contracts to mitigate risks
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associated with changes in spot exchange rates of mainly non-functional currency denominated assets or liabilities of our foreign subsidiaries. In general, the market risk related to these contracts is offset by corresponding gains and losses on the hedged transactions. By working only with major banks and closely monitoring current market conditions, we seek to limit the risk that counterparties to these contracts may be unable to perform. We do not enter into derivative contracts for trading purposes. As of June 30, 2026, we did not have any outstanding foreign exchange forward contracts.
Interest Rate Fluctuation Risk
We are exposed to interest rate risk through our borrowing activities. As of June 30, 2026, there was no outstanding balance under the current Second A&R Credit Agreement. Refer to Note 10, Debt and Credit Agreement, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.
As of June 30, 2026, the net carrying amount under the 2029 Notes was $168.2 million. Although our convertible senior notes are based on a fixed rate, changes in interest rates could impact the fair value of such notes. As of June 30, 2026, the fair market value of the 2029 Notes was $182.4 million. Refer to Note 5, Cash and Cash Equivalents and Fair Value of Financial Instruments, and Note 11, Convertible Senior Notes, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.
We have used, and in the future we may use, interest rate swap agreements to protect against adverse fluctuations in interest rates by reducing our exposure to variability in cash flows relating to interest payments on a portion of our outstanding debt. We do not hold or issue any derivative financial instruments for speculative trading purposes. As of June 30, 2026, we did not have any outstanding interest rate swap agreements.
There were no significant changes in our market risk exposures during the six months ended June 30, 2026 as compared to the market risk exposures disclosed in “Quantitative and Qualitative Disclosures About Market Risk,” set forth in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report, that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Limitations on Effectiveness of Controls
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal control system are met.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the three months ended June 30, 2026.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth under “Legal Proceedings” in Note 14, Commitments and Contingencies, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q is incorporated herein by reference.
ITEM 1A. RISK FACTORS
There are no material changes to the risk factors previously disclosed in Part I - Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 26, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
During the three months ended June 30, 2026, we did not repurchase any shares of our common stock under our repurchase program. Refer to “Stock Repurchase Programs” under Note 16, Employee Benefits and Share-Based Compensation, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Officers
During the three months ended June 30, 2026, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or adopted or terminated a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).
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ITEM 6. EXHIBITS

|  |  |  | Incorporated By Reference
Exhibit Number |  | Exhibit Description |  | Form |  |  |  | Exhibit |  | Filing Date
3.1 |  | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Omnicell, Inc. |  | 8-K |  |  |  | 3.1 |  | 5/26/2026
31.1+ |  | Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) |  |  |  |  |  |  |  |
31.2+ |  | Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) |  |  |  |  |  |  |  |
32.1+ |  | Certification of Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350) |  |  |  |  |  |  |  |
101.INS+ |  | Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |  |  |  |  |  |  |  |
101.SCH+ |  | Inline XBRL Taxonomy Extension Schema Document |  |  |  |  |  |  |  |
101.CAL+ |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document |  |  |  |  |  |  |  |
101.DEF+ |  | Inline XBRL Taxonomy Extension Definition Linkbase Document |  |  |  |  |  |  |  |
101.LAB+ |  | Inline XBRL Taxonomy Extension Labels Linkbase Document |  |  |  |  |  |  |  |
101.PRE+ |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document |  |  |  |  |  |  |  |
104+ |  | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101). |  |  |  |  |  |  |  |

_________________________________________________
+ Filed herewith.
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SIGNATURE
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.

|  | OMNICELL, INC.
Date: | August 5, 2026 | By: |  | /s/ H. Baird Radford, III
|  |  |  | Baird Radford Executive Vice President and Chief Financial Officer (principal financial officer and duly authorized officer)

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