Form 4: Omada Health CEO Sells Shares After Option Exercise

Omada Health CEO Sean P. Duffy exercised expiring stock options and subsequently sold a portion of the acquired common stock in January 2026.

Summary

• Sean P. Duffy, Chief Executive Officer and Director of Omada Health, Inc., reported transactions involving the company's common stock.
• On January 12, 2026, Duffy exercised options to acquire 230,479 shares of common stock at an exercise price of $2.55 per share.
• Concurrently on January 12, 2026, Duffy sold 139,989 shares at a weighted average price of $15.3471 and an additional 90,490 shares at a weighted average price of $15.9877.
• On January 13, 2026, Duffy exercised options to acquire 40,796 shares of common stock at an exercise price of $2.55 per share.
• Also on January 13, 2026, Duffy sold 40,796 shares at a weighted average price of $15.9519.
• These transactions were made pursuant to a Rule 10b5-1 plan and involved non-qualified stock options set to expire on January 27, 2026.
• Following these transactions, Duffy directly beneficially owns 126,644 shares of common stock and indirectly owns 861,109 shares through family trusts.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions involving the exercise of expiring stock options and subsequent sales under a pre-arranged 10b5-1 plan. While insider selling can sometimes be viewed negatively, the context of expiring options and a planned sale mitigates strong negative sentiment. The substantial profit realized from the option exercise is a positive for the reporting person.

Positives

• The exercise of stock options indicates that the options held value, as the market price was significantly above the exercise price ($2.55).
• The sales were executed at substantially higher prices ($15.3471, $15.9877, $15.9519) than the exercise price, resulting in a significant gain for the reporting person.
• The transactions were made pursuant to a Rule 10b5-1 plan, suggesting a pre-arranged, non-discretionary sale plan.

Negatives

• The sale of a significant number of shares by the CEO, even if pre-planned, could be interpreted by some investors as a reduction in insider conviction.
• The sales were triggered by the imminent expiration of non-qualified stock options, which might suggest a forced sale rather than a discretionary decision based on market outlook.

Risks

• Insider selling, even when pre-planned, can sometimes be perceived negatively by the market and may lead to short-term downward pressure on the stock price if investors interpret it as a lack of confidence.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• The reporting person undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Industry Context

This insider transaction report is specific to Omada Health, Inc. and its CEO, Sean P. Duffy, and does not provide broader industry trends or competitive analysis.

Related Party Transactions

• 861,109 shares of common stock are held indirectly in family trusts for the benefit of the Reporting Person's family members. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders may view the CEO's sale of shares, even if pre-planned and related to expiring options, with caution, potentially interpreting it as a signal, though the context of expiring options is important for a balanced perspective.

Key Dates

Keywords

Omada Health, OMDA, insider trading, stock options, CEO, share sale, Form 4, beneficial ownership