# Omnicell, Inc.: Form 10-Q for the period ended Sep 30, 2025

- Company: [Omnicell, Inc.](/companies/omcl.md) (CIK 926326)
- Form: 10-Q
- Filed: 2025-11-05
- Accepted by EDGAR: Nov 5, 2025, 16:03 ET
- Period: 2025-09-30
- Accession: 0000926326-25-000031
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/926326/000092632625000031/omcl-20250930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/926326/000092632625000031/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $310.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $870.9m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-07-01 to 2025-09-30 | $176.1m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2025-01-01 to 2025-09-30 | $497.7m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-07-01 to 2025-09-30 | $134.5m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2025-01-01 to 2025-09-30 | $373.1m | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-07-01 to 2025-09-30 | $24.0m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2025-01-01 to 2025-09-30 | $66.1m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2025-07-01 to 2025-09-30 | $102.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2025-01-01 to 2025-09-30 | $302.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | $8.2m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | $4.7m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-07-01 to 2025-09-30 | $4.2m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-01-01 to 2025-09-30 | $6.5m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | $5.5m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | $4.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.12 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | $0.09 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.12 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | $0.09 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 45,900,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 46,657,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | $96.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-01-01 to 2025-09-30 | $32.7m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 9 months, 2025-01-01 to 2025-09-30 | $77.6m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-09-30 | $180.1m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $659.6m | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $1.95bn | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $456.6m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-09-30 | $727.7m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-09-30 | $1.22bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 56,231 characters.

### 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, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2025. 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;*
- *our ability to take advantage of growth opportunities and develop and commercialize new solutions and enhance existing solutions, including incorporating artificial intelligence (“AI”) technology and the use of AI by our vendors and competitors;*
- *reductions in demand in the capital equipment market or reductions in the demand for or adoption of our solutions, systems, or services;*
- *delays in installations of our medication management solutions or our more complex medication packaging systems;*
- *transitioning to selling more products and services on a subscription basis;*
- *our ability to acquire companies, businesses, or technologies and successfully integrate such acquisitions;*
- *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 maintain relationships with, institutional, retail, and specialty pharmacy customers;*
- *investments in new business strategies or initiatives;*
- *continued and increased competition from current and future competitors in the medication management automation solutions market and the medication adherence solutions market;*
- *our substantial debt obligations;*
- *disruptions to our information technology systems and breaches of data security or cyber-attacks on our systems or solutions;*
- *effectiveness of business continuity plans during any future cybersecurity incidents;*
- *government regulations, legislative changes, fraud and anti-kickback statues, products liability claims, the outcome of legal proceedings, and other legal obligations related to healthcare, privacy, data protection, and information security, and the costs of compliance with, and potential liability associated with, our actual or perceived failure to comply with such obligations;*
- *changes to the 340B Program;*
- *operating in foreign countries, 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;*
- *climate change, legal, regulatory or market measures to address climate change and a focus on ESG matters by various stakeholders;*
- *recruiting and retaining skilled and motivated personnel;*
- *protecting our intellectual property;*
- *availability and sources of raw materials and components or price fluctuations, 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;*
- *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”.*

### 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 leader in transforming the pharmacy and nursing care delivery model, 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 robotics and smart devices, software workflows, expert services, and operational and optimization analytics. This 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.

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 product 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 September 30, 2025 and 2024, respectively, and 91% of our total revenues for both the nine months ended September 30, 2025 and 2024.

Over the past several years, 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 greater restrictions on trade generally. For example, in 2025, the U.S. imposed tariffs on a wide variety of products manufactured in multiple foreign jurisdictions, including China, Mexico, and Malaysia. In response to the ongoing changes in tariffs, several foreign countries have imposed 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 all of these factors, we may experience direct and indirect adverse effects on our business, operating results, cash flow, or financial condition.

#### Product Bookings and Annual Recurring Revenue

Starting in 2025, we began utilizing 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. As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, product bookings and ARR have replaced our prior bookings metric that was in use through 2024.

#### 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 devices 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 products 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 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.

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 3,600 as of September 30, 2025.

### 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 including, but not limited to, budget constraints, increased healthcare worker turnover rates, labor shortages, drug shortages, drug diversion, manual and error-prone processes, complex compliance requirements, and limited inventory visibility. Each of these challenges may lead to poor medication management outcomes including, but not limited to, medication errors, adverse drug events, lack of patient adherence, and medication waste. 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 to the practice of pharmacy 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 robotics and smart devices, software workflows, expert services, and operational and optimization analytics 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 drive positive medication management outcomes with outstanding customer experience through a mature channel in four market categories:

- **Points of Care.** As a market leader, we expect to continue expansion into this product market as customers increase the use of our dispensing systems in more areas within their hospitals and increasingly in ambulatory care settings. Macroeconomic trends in our target market continue to improve as health system margins and volumes increase and stabilize in the post-pandemic environment. This positive trajectory is expected to drive increased demand for system modernization through automation, software, and analytics. We are seeing customers seek to maximize the value of existing automated dispensing system investments and continue to invest in next-generation enhancements and solutions for points of care. We believe that customers will upgrade their current installed base over time as we deliver these new solutions to market. We also believe there is an opportunity for us to expand this offering and define a new standard for dispensing systems in ambulatory settings. We believe our current solutions for Points of Care and new innovations and services will continue to help customers drive improved clinical and financial outcomes.
- **Central Pharmacy and IV Compounding.** This market represents the beginning of the medication management process in acute care settings, and we believe it is a significant automation opportunity for high volumes of manual, repetitive, and error-prone processes that are often common in pharmacies today. Manual medication dispensing processes are usually labor intensive, error-prone, and may lead to excess medication waste and expirations for our healthcare partners. Automating the central pharmacy dispensing process should enable customers to reallocate pharmacy labor, enhance dispensing accuracy and patient safety, and reduce medication waste and expirations. Likewise, the manual compounding of sterile IV preparations can be error-prone and create significant patient safety risks, and outsourcing sterile IV compounding could lead to increased medication costs and lack of access to needed medications due to an inability to source medications when they are required. As a result, we believe IV automation provides a significant opportunity to enhance patient safety and reduce costs. We anticipate that these technology-enabled services will become more critical as health systems continue to face labor shortages, increased financial pressure, and supply chain disruptions.
- **Specialty Pharmacy and 340B Program.** We believe that health systems will continue to invest in programs that are intended to improve patient outcomes and drive cost savings by utilizing specialty pharmacies and the federal 340B Drug Pricing Program (the “340B Program”). The 340B Program allows qualifying hospitals and health systems to stretch federal resources and expand patient access to healthcare by requiring manufacturers participating in Medicaid to sell outpatient drugs at discounted prices to eligible healthcare organizations and covered entities. Specialty drugs are used for treatment of complex conditions and often require intensive patient management and specialized workflows for dispensing and care coordination. Specialty medications are projected to account for nearly 60% of U.S. total spending on medications, with total spending projected to be approximately $420 billion in 2025. Specialty pharmacies serve as the connection between patients, prescribing physicians, and payers and work to streamline access and adherence to these specialty drugs. We believe a solution that is designed to help health systems start or optimize their specialty pharmacy programs and the related pharmaceutical aspects of patient care will help ensure continuity of care and should contribute to the revenue and profitability of those organizations. We believe that a fully optimized specialty pharmacy operation represents one of the largest economic opportunities for hospitals and health systems.
- **Ambulatory Care.** We believe ambulatory care, especially the retail and institutional market, represents a significant opportunity as healthcare evolves. Retail pharmacies are expected to fill 4.98 billion prescriptions in 2025 and grow at a compound annual growth rate of around 7.1%, which would result in an approximate $1.2 trillion market valuation by 2032. 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 nine months ended September 30, 2025 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, 2024.

### 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.

### RESULTS OF OPERATIONS

### Total Revenues

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 | Change in $% |  |
| --- | ---: | ---: | ---: | ---: |
| Product revenues | $177,498 | $158,361 | $19,137 | 12% |
| Percentage of total revenues | 57% | 56% |  |  |
| Service revenues | 133,133 | 124,059 | $9,074 | 7% |
| Percentage of total revenues | 43% | 44% |  |  |
| Total revenues | $310,631 | $282,420 | $28,211 | 10% |

Product revenues represented 57% and 56% of total revenues for the three months ended September 30, 2025 and 2024, respectively. Product revenues increased by $19.1 million, primarily due to the increase in revenues from our XTExtend offering, partially offset by the decrease in revenues from products related to our Central Pharmacy Dispensing Service offering.

Service revenues represented 43% and 44% of total revenues for the three months ended September 30, 2025 and 2024. Service revenues include revenues from technical services and SaaS and Expert Services offerings. Service revenues increased by $9.1 million due to an increase of $7.7 million in technical services revenues primarily as a result of growth in our installed customer base and the impact of pricing actions. The increase is also driven by an increase of $1.4 million in SaaS and Expert Services revenues due to continued customer demand, including an increase in revenues from our Specialty Pharmacy Services offering, partially offset by lower revenues from the EnlivenHealth portfolio.

Our international sales represented 10% and 9% of total revenues for the three months ended September 30, 2025 and 2024, respectively, and are expected 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.

*(Dollars in thousands)*

|  | Nine Months Ended September 30, 2025 | 2024 | Change in $% |  |
| --- | ---: | ---: | ---: | ---: |
| Product revenues | $485,838 | $448,236 | $37,602 | 8% |
| Percentage of total revenues | 56% | 56% |  |  |
| Service revenues | 385,023 | 357,123 | $27,900 | 8% |
| Percentage of total revenues | 44% | 44% |  |  |
| Total revenues | $870,861 | $805,359 | $65,502 | 8% |

Product revenues represented 56% of total revenues for both the nine months ended September 30, 2025 and 2024. Product revenues increased by $37.6 million, primarily due to the increase in revenues from our XTExtend offering, partially offset by lower volumes from our XT Series automated dispensing systems business due to the timing of our XT Series systems lifecycle, as we are largely through the replacement cycle, as well as the decrease in revenues from products related to our Central Pharmacy Dispensing Service offering.

Service revenues represented 44% of total revenues for both the nine months ended September 30, 2025 and 2024. Service revenues include revenues from technical services and SaaS and Expert Services offerings. Service revenues increased by $27.9 million due to an increase of $15.0 million in technical services revenues primarily as a result of growth in our installed customer base and the impact of pricing actions. The increase is also driven by an increase of $12.9 million in SaaS and Expert Services revenues due to continued customer demand, including an increase in revenues from our Specialty Pharmacy Services offering, partially offset by lower revenues from the EnlivenHealth portfolio.

Our international sales represented 9% of total revenues for both the nine months ended September 30, 2025 and 2024, and are expected 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.

Our ability to grow revenues is dependent on our ability to continue to obtain orders from customers, 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 installations we are able to complete, our ability to meet customer needs by providing a quality installation experience, our ability to develop new or enhance existing solutions, and our flexibility in workforce allocations among customers to complete installations on a timely basis. The timing of our product revenues for equipment is primarily dependent on when our customers’ schedules and/or staffing levels allow for installations.

### 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.

*(Dollars in thousands)*

| Cost of revenues: | Three Months Ended September 30, 2025 | 2024 | Change in $% |  |
| --- | ---: | ---: | ---: | ---: |
| Cost of product revenues | $96,741 | $94,448 | $2,293 | 2% |
| As a percentage of related revenues | 55% | 60% |  |  |
| Cost of service revenues | 79,387 | 65,704 | $13,683 | 21% |
| As a percentage of related revenues | 60% | 53% |  |  |
| Total cost of revenues | $176,128 | $160,152 | $15,976 | 10% |
| As a percentage of total revenues | 57% | 57% |  |  |
| Gross profit | $134,503 | $122,268 | $12,235 | 10% |
| Gross margin | 43% | 43% |  |  |

Cost of revenues for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 increased by $16.0 million, of which $13.7 million was attributed to the increase in cost of service revenues and $2.3 million was attributed to the increase in cost of product revenues.

The increase in cost of product revenues for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was driven by an increase in product revenues of $19.1 million for the comparable period. The increase in cost of product revenues has not increased proportionally with the increase in product revenues primarily due to the favorable impact of product and customer mix, partially offset by the impact of tariffs during the three months ended September 30, 2025.

The increase in cost of service revenues was primarily driven by the increase in service revenues of $9.1 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, including the associated increase in employee-related expenses, and an increase in certain non-recurring costs, including software upgrade expenses.

The overall gross margin remained relatively consistent for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily due to favorable impact of product and customer mix, partially offset by increases in employee-related and certain non-recurring software upgrade expenses and the impact of tariffs. Our gross profit for the three months ended September 30, 2025 was $134.5 million, as compared to $122.3 million for the three months ended September 30, 2024.

*(Dollars in thousands)*

| Cost of revenues: | Nine Months Ended September 30, 2025 | 2024 | Change in $% |  |
| --- | ---: | ---: | ---: | ---: |
| Cost of product revenues | $274,245 | $286,270 | $(12,025) | (4)% |
| As a percentage of related revenues | 56% | 64% |  |  |
| Cost of service revenues | 223,499 | 189,847 | $33,652 | 18% |
| As a percentage of related revenues | 58% | 53% |  |  |
| Total cost of revenues | $497,744 | $476,117 | $21,627 | 5% |
| As a percentage of total revenues | 57% | 59% |  |  |
| Gross profit | $373,117 | $329,242 | $43,875 | 13% |
| Gross margin | 43% | 41% |  |  |

36

Cost of revenues for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 increased by $21.6 million, primarily driven by a $33.7 million increase in cost of service revenues, partially offset by a $12.0 million decrease in cost of product revenues.

The decrease in cost of product revenues for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily driven by the impact of more favorable materials costs as well as favorable impact from product and customer mix during the nine months ended September 30, 2025 and a decrease of $3.3 million of restructuring costs, partially offset by an increase in product revenues and the impact of tariffs.

The increase in cost of service revenues was primarily driven by the increase in service revenues of $27.9 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, including the associated increase in employee-related expenses, and an increase in certain non-recurring costs, including software upgrade expenses.

The overall increase in gross margin primarily relates to higher revenues for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, as well as a decrease in cost of product revenues for the nine months ended September 30, 2025 primarily due to the impact of more favorable materials costs as well as favorable impact from product and customer mix, partially offset by the impact of tariffs and an increase in employee-related and certain non-recurring software upgrade expenses. Our gross profit for the nine months ended September 30, 2025 was $373.1 million, as compared to $329.2 million for the nine months ended September 30, 2024.

### Operating Expenses and Interest and Other Income (Expense), Net

*(Dollars in thousands)*

| Operating expenses: | Three Months Ended September 30, 2025 | 2024 | Change in $% |  |
| --- | ---: | ---: | ---: | ---: |
| Research and development | $24,021 | $21,214 | $2,807 | 13% |
| As a percentage of total revenues | 8% | 8% |  |  |
| Selling, general, and administrative | 102,238 | 94,490 | $7,748 | 8% |
| As a percentage of total revenues | 33% | 33% |  |  |
| Total operating expenses | $126,259 | $115,704 | $10,555 | 9% |
| As a percentage of total revenues | 41% | 41% |  |  |
| Interest and other income (expense), net | $1,459 | $5,063 | $(3,604) | (71)% |

*Research and Development.* Research and development expenses increased by $2.8 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

*Selling, General, and Administrative*. Selling, general, and administrative expenses increased by $7.7 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily due to an increase of $5.2 million in employee-related expenses and an increase of $1.6 million in freight out for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

*Interest and Other Income (Expense), Net.* Interest and other income (expense), net changed by $3.6 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily driven by a $3.9 million decrease in other income and a $0.3 million decrease in other expense. The decrease in other income during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 is primarily attributable to lower interest income received due to lower interest rates and lower cash and cash equivalents balances following the partial repurchase of our convertible senior notes in November 2024 and repurchases of our common stock during the second and third quarters of 2025.

*(Dollars in thousands)*

| Operating expenses: | Nine Months Ended September 30, 2025 | 2024 | Change in $% |  |
| --- | ---: | ---: | ---: | ---: |
| Research and development | $66,120 | $64,372 | $1,748 | 3% |
| As a percentage of total revenues | 8% | 8% |  |  |
| Selling, general, and administrative | 302,252 | 276,929 | $25,323 | 9% |
| As a percentage of total revenues | 35% | 34% |  |  |
| Total operating expenses | $368,372 | $341,301 | $27,071 | 8% |
| As a percentage of total revenues | 42% | 42% |  |  |
| Interest and other income (expense), net | $5,881 | $14,052 | $(8,171) | (58)% |

*Research and Development.* Research and development expenses increased by $1.7 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

*Selling, General, and Administrative*. Selling, general, and administrative expenses increased by $25.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was primarily due to an increase of $16.5 million in employee-related expenses primarily as a result of higher headcount and annual merit increases, an increase of $2.9 million in the allowance for credit losses, an increase of $2.7 million for legal and regulatory expenses, an increase of $2.4 million in certain restructuring and severance charges, and an increase in commissions of $2.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

*Interest and Other Income (Expense), Net.* Interest and other income (expense), net changed by $8.2 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by a $9.0 million decrease in other income and a $0.8 million decrease in other expense. The decrease in other income during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 is primarily attributable to lower interest income received due to lower interest rates and lower cash and cash equivalents balances following the partial repurchase of our convertible senior notes in November 2024 and repurchases of our common stock during the second and third quarters of 2025.

### Provision for Income Taxes

*(Dollars in thousands)*

|  | Three Months Ended September 30, 2025 | 2024 | Change in $% |  |
| --- | ---: | ---: | ---: | ---: |
| Provision for income taxes | $4,241 | $2,997 | $1,244 | 42% |

*(Dollars in thousands)*

|  | Nine Months Ended September 30, 2025 | 2024 | Change in $% |  |
| --- | ---: | ---: | ---: | ---: |
| Provision for income taxes | $6,548 | $5,304 | $1,244 | 23% |

For the nine months ended September 30, 2025 and September 30, 2024, we recorded a provision for income taxes of $6.5 million and $5.3 million, respectively, by applying our estimated annual effective tax rate to our year-to-date measure of ordinary income and adjusted for $3.2 million and $4.9 million, respectively, of discrete income tax expense primarily from equity compensation. The change in the provision for income taxes for the nine months ended September 30, 2025 compared to the provision for income taxes for the same period in 2024 was insignificant, consisting of various offsetting components of annual effective tax rate and discrete income tax expense.

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 $180.1 million at September 30, 2025 compared to $369.2 million at December 31, 2024. 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.

Our cash position and working capital at September 30, 2025 and December 31, 2024 were as follows:

*(In thousands)*

|  | September 30, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Cash and cash equivalents | $180,053 | $369,201 |
| Working capital | $203,032 | $219,815 |

Our ratio of current assets to current liabilities was 1.4:1 at both September 30, 2025 and December 31, 2024.

### Sources of Cash

#### Revolving Credit Facility

On November 15, 2019, Omnicell, Inc. entered into an Amended and Restated Credit Agreement (as amended, the “Prior A&R Credit Agreement”) with the lenders from time to time party thereto, Wells Fargo Securities, LLC, Citizens Bank, N.A., and JPMorgan Chase Bank, N.A., as joint lead arrangers, and Wells Fargo Bank, National Association, as administrative agent. The Prior A&R Credit Agreement provided for (a) a five-year revolving credit facility of $500.0 million (the “Prior Revolving Credit Facility”) and (b) an uncommitted incremental loan facility of up to $250.0 million (the “Prior Incremental Facility”). In addition, the Prior A&R Credit Agreement included 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 Prior A&R Credit Agreement was subsequently amended on September 22, 2020 and March 29, 2023 to permit the issuance of the convertible senior notes and the purchase of the convertible note hedge transactions (as described in Note 11, *Convertible Senior Notes*, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q), expand our flexibility to make restricted payments (including common stock repurchases), and replace the total net leverage covenant, as well as to remove and replace the interest rate benchmark based on the London interbank offered rate (“LIBOR”) and related LIBOR-based mechanics with an interest rate benchmark based on the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York and related SOFR-based mechanics.

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 supersedes the Prior A&R Credit Agreement and 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 September 30, 2025, we had $350.0 million of funds available under the Current Revolving Credit Facility. As of September 30, 2025, there was no outstanding balance under the Current Revolving Credit Facility and we were in full compliance with all covenants.

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.

#### Convertible Senior Notes

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 are general senior, unsecured obligations of Omnicell, Inc. and will mature on December 1, 2029, unless earlier redeemed, repurchased, or converted. In connection with the issuance of the 2029 Notes, in November 2024, we entered into warrant transactions and received aggregate proceeds from the sale of the warrants of approximately $25.2 million. 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.

### 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.

During the nine months ended September 30, 2025, we repurchased approximately 2,523,000 shares of our common stock under the 2016 and 2025 Repurchase Programs at an average price of $30.74 per share for an aggregate purchase price of approximately $77.6 million, which completed the 2016 Repurchase Program and substantially completed the 2025 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.

In November 2024, we completed a partial repurchase of $400.0 million aggregate principal amount of the 2025 Notes for approximately $391.0 million in cash. The 2025 Notes matured on September 15, 2025 and we repaid the remaining principal balance of $175.0 million in cash. 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.

In connection with the issuance of the 2029 Notes, in November 2024, we entered into convertible note hedge transactions and used approximately $40.3 million of the net proceeds from the offering to pay the cost of the convertible note hedges.

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:

*(In thousands)*

| Net cash provided by (used in): | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| Operating activities | $96,946 | $131,407 |
| Investing activities | (45,943) | (39,225) |
| Financing activities | (227,412) | (1,148) |
| Effect of exchange rate changes on cash and cash equivalents | 3,250 | 879 |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | $(173,159) | $91,913 |

#### 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 $96.9 million for the nine months ended September 30, 2025, primarily consisting of operating inflows of $105.3 million and unfavorable working capital movements of $8.4 million. Operating inflows consisted of net income of $4.1 million, adjusted for non-cash items of $101.2 million, which consisted primarily of depreciation and amortization expense of $59.0 million and share-based compensation expense of $32.5 million. The unfavorable working capital was primarily due to an increase in inventories of $17.7 million to support production requirements, including advanced purchases of certain components, as well as the impact of tariffs, a decrease in accrued liabilities of $13.1 million primarily due a decrease in taxes payable, a decrease in accrued compensation of $11.0 million primarily due to a decrease in accrued employee bonuses and commissions, as well as timing of ESPP purchases, an increase in other current assets of $10.0 million, and a decrease in operating lease liabilities of $8.8 million. These cash outflows were partially offset by an increase in deferred revenues of $26.9 million, due to the timing of billings and customers’ installation schedules, a decrease in accounts receivable and unbilled receivables of $12.5 million primarily due to the timing of billings, shipments, and collections, an increase in accounts payable of $10.7 million primarily due to an increase in inventory spend and timing of payments, and a decrease in other long-term assets of $5.9 million.

Net cash provided by operating activities was $131.4 million for the nine months ended September 30, 2024, primarily consisting of operating inflows of $93.8 million and favorable working capital movements of $37.6 million. Operating inflows consisted of a net loss of $3.3 million, adjusted for non-cash items of $97.1 million, which consisted primarily of depreciation and amortization expense of $62.3 million, share-based compensation expense of $30.3 million, inventory write-down charges of $5.4 million, amortization of operating lease right-of-use assets of $5.3 million, and a change in deferred income taxes of $9.4 million. The favorable working capital was primarily due to an increase in deferred revenues of $27.7 million driven by an increase in billings, a decrease in inventories of $10.0 million resulting from inventory management initiatives, a decrease of $8.4 million in other current assets due to a decrease in income tax receivables, and an increase of $7.0 million in accrued liabilities due to an increase in rebate liabilities. These cash inflows were partially offset by a decrease of $8.0 million in operating lease liabilities, an increase of $7.5 million in investment in sales-type leases resulting from growth in our SaaS and Expert Services offerings, and a decrease in accrued compensation of $6.7 million.

#### Investing Activities

Net cash used in investing activities was $45.9 million for the nine months ended September 30, 2025, which consisted of capital expenditures of $32.7 million for property and equipment and $13.2 million for external-use software development costs.

Net cash used in investing activities was $39.2 million for the nine months ended September 30, 2024, which consisted of capital expenditures of $27.4 million for property and equipment and $11.8 million for external-use software development costs.

#### Financing Activities

Net cash used in financing activities was $227.4 million for the nine months ended September 30, 2025, primarily due to the repayment of the remaining principal balance of our 2025 Notes of $175.0 million, repurchases of shares of our common stock of $77.6 million, and $6.0 million in employees’ taxes paid related to restricted stock unit vesting, partially offset by $15.2 million in proceeds from employee stock option exercises and ESPP purchases and a net change in the customer funds balances of $16.0 million.

Net cash used in financing activities was $1.1 million for the nine months ended September 30, 2024, primarily due to a net change in the customer funds balances of $10.7 million, partially offset by $13.1 million in proceeds from employee stock option exercises and ESPP purchases.

### Contractual Obligations

There have been no significant changes during the nine months ended September 30, 2025 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, 2024, other than as described in Note 11, *Convertible Senior Notes,* of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Contractual obligations as of September 30, 2025 were as follows:

*(In thousands)*

|  | Payments Due By Period Total | Remainder of 2025 | 2026-2027 | 2028-2029 | 2030 and thereafter |
| --- | ---: | ---: | ---: | ---: | ---: |
| Operating leases (1) | $43,556 | $3,476 | $25,146 | $13,041 | $1,893 |
| Purchase obligations (2) | $134,956 | 82,111 | 52,822 | 23 | — |
| Convertible senior notes (3) | $180,268 | 863 | 3,450 | 175,955 | — |
| Total (4) | $358,780 | $86,450 | $81,418 | $189,019 | $1,893 |

(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.

## Market risk

As filed, 2,888 characters.

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 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 September 30, 2025, 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 September 30, 2025, 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 September 30, 2025, the net carrying amount under the 2029 Notes was $167.3 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 September 30, 2025, the fair market value of the 2029 Notes was $159.9 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 September 30, 2025, we did not have any outstanding interest rate swap agreements.

There were no significant changes in our market risk exposures during the nine months ended September 30, 2025 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, 2024, filed with the SEC on February 27, 2025.

## Controls and procedures

As filed, 2,611 characters.

### 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 September 30, 2025.

## Risk factors

As filed, 10,382 characters.

Other than the updates provided below, please refer to Part I - Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025.

***Failure to generate new sales and any reduction in the demand for or adoption of our medication management solutions, medication packaging systems, or related services would reduce our revenues.***

A significant portion of domestic and international healthcare facilities still use traditional approaches to medication and/or supply management in some form that do not include fully automated methods of medication management. As a result, we must continuously educate existing and prospective customers about the potential advantages of our medication management solutions and medication packaging systems, which requires significant sales efforts and can cause longer sales cycles. Despite our significant efforts and extensive time commitments targeting sales to healthcare facilities, we cannot be assured that our efforts will result in sales to these customers.

In addition, our medication management solutions and our more complex automated packaging systems typically represent a sizable initial capital expenditure and potential time and labor commitment to implement for healthcare organizations. Changes in the budgets of these organizations and the timing of spending under these budgets, as well as customer labor shortages, can have a significant effect on the demand for our medication management solutions, medication packaging systems, and related services. Customer budgets are often supported by cash flows that can be negatively affected by declining investment income and influenced by limited resources, increased operational and financing costs, macroeconomic conditions, and conflicting spending priorities among different departments. Furthermore, in the current fluid tariff environment, the imposition of tariffs may raise the operating costs for healthcare organizations, which in turn could put increased pressure on their budgets or capital spending as well as impact the timing of their spending. Any decrease in expenditures or change in spending priorities by healthcare facilities or increased financing costs, including as a result of the impacts of public health crises, including pandemics, could decrease demand for our medication management solutions, medication packaging systems, and related services, and reduce our revenues.

Also, the continuing gradual transition to a value-based care healthcare delivery model could shift more of the burden of financial risk onto healthcare provider organizations and could decrease utilization of healthcare per patient. Value-based care could also cause a shift in sites of care from traditional venues, such as hospitals and clinics, to the home, and could impact our revenues.

***Our international operations may subject us to additional risks that can adversely affect our business, operating results, cash flow, or financial condition.***

We currently have operations outside of the United States, including sales efforts centered in Canada, Europe, the Middle East, and the Asia-Pacific regions, and supply chain efforts in Asia. We intend to continue to expand our international operations, particularly in certain markets that we view as strategic, including the Middle East. Our international operations subject us to a variety of risks, including:

- our reliance on distributors for the sale of our medication management solutions outside the United States, Canada, the UK, France, and Germany;
- the difficulty of managing an organization operating in various countries;
- reduced protection for intellectual property rights in certain jurisdictions;
- the imposition of, or adverse changes in, international laws and regulations, including privacy and security, labor, import, export, trade (including tariffs), environmental standards, product compliance, tax, anti-bribery, and employment laws;
- fluctuations in currency exchange rates and difficulties in repatriating funds from certain countries;
- additional investment, coordination, and lead-time necessary to successfully interface our automation solutions with the existing information systems of our customers or potential customers outside of the United States;
- political unrest, terrorism, other potential hostilities (such as the ongoing conflicts between Russia and Ukraine, Israel and Hamas, or future conflict between the United States and Iran), or threats of terrorism or potential hostilities (such as conflict between China and Taiwan), including in areas in which we have facilities or operations; and
- epidemics, pandemics, or other major public health crises.

If we are unable to anticipate and address these risks properly, our business, operating results, cash flow, or financial condition could be harmed.

Furthermore, in recent years, the U.S. government has advocated for greater restrictions on trade generally. For example in 2025, the U.S. imposed tariffs on a wide variety of products manufactured in multiple foreign jurisdictions, including China, Mexico, and Malaysia. In response to the ongoing changes in tariffs, several foreign countries have imposed reciprocal tariffs on goods manufactured in the United States. These tariff rates have fluctuated and may continue to fluctuate going forward. 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.

We cannot predict what additional actions may ultimately be taken with respect to tariffs or trade relations between the United States and other countries (including China), what products may be subject to such actions, or what other actions may be taken by the other countries in retaliation, including implementing new or increasing reciprocal tariffs. These actions may change without warning, further exacerbating our inability to anticipate or react to such actions or to accurately forecast the resulting impacts. Changes in export or import regulation and other trade barriers (such as tariffs) and related uncertainties may have an adverse effect on our business, including cost increases for our raw materials or components (some which we have already seen), greater uncertainty and risk in our supply chain, or an inability to accurately forecast our margins.

The adoption and expansion of trade restrictions, the occurrence of a trade war, other governmental action related to tariffs or trade agreements or policies, or the related uncertainties, has the potential to adversely impact our ability to do business outside of the United States as well as to adversely impact demand for our products or our supply chain and costs, which could, in turn, adversely affect our business, operating results, cash flow, or financial condition. In addition, certain of our competitors may be better positioned than us to withstand or react to tariffs or other restrictions on global trade and as a result, we may lose market share to such competitors.

***Our products use raw materials and components that may be subject to price fluctuations, shortages, or interruptions of supply, and if we are unable to maintain supply sources for such raw materials and components, or if such sources fail to satisfy our supply requirements, in particular with regard to semiconductor chips, we may experience a loss of sales, increased component costs, and reduced profitability.***

Factors that are largely beyond our control, such as the imposition of new, or increase of existing, tariffs, cost, quality, and availability of the raw materials and components utilized in the manufacture of our products, may affect the cost of such products, and we may not be able to pass those costs on to our customers. Our products use raw materials and components that may be subject to price fluctuations, shortages, or other disruptions of supply for many reasons outside of our control. In addition, we may be dependent upon a limited number of suppliers for certain components which may be unduly affected by supply chain disruptions. The cost, quality, and availability of these raw materials and components are essential to the successful manufacture and sale of our products. If we are unable to maintain supply sources of these raw materials and components, or if such sources fail to satisfy our supply requirements, we may lose sales and experience increased component costs.

We have developed and implemented strategies in an effort to mitigate the impact of price fluctuations, shortages, or other disruptions of supply, but these strategies, particularly in the event of a trade war or a prolonged inflationary environment, may only offset a portion of the adverse impact. We carry some inventory of critical components and are otherwise working to secure supplies necessary to ensure fulfillment of customer demand, but global shortages could result in our need to secure supplies at higher costs as well as manufacturing delays. Supply interruptions may result in increased component delivery lead times and increased costs to obtain components and as a result, the production of our products may be impacted. If we or our suppliers are unable to obtain components from third parties in the quantities and of the quality that we require, on a timely basis and at acceptable prices, we may not be able to deliver our products on a timely or cost-effective basis to our customers, or it may lead to us delivering products that are of a lower quality that may result in increased repair and replacement costs, which could harm our business and reputation, operating results, cash flow, and financial condition. We have also seen a period of sustained price increases for commodities used in the manufacture of our products that may continue as demand increases, supply remains constrained or trade restrictions are adopted or expanded, which has resulted in, and may continue to result in, increased costs for Omnicell and thereby potentially lower profit margins. If the costs of these commodities increase or remain elevated, it could adversely affect our business, operating results, cash flow, or financial condition.

Filed Nov 5, 2025.
Source: SEC EDGAR, the filing index for accession 0000926326-25-000031. Last ingested by Listed: Nov 4, 2026, 17:07 ET. No prices; not investment advice.