Form 4: Omada Health Director Reports Significant Stock Ownership Changes Following IPO-Related Conversions and RSU Grant

Jonathan D. Root, a Director at Omada Health, Inc., has reported substantial changes in his beneficial ownership of the company's common stock, including the conversion of millions of preferred shares into common stock immediately prior to the company's initial public offering and the grant of restricted stock units.

Summary

• Jonathan D. Root, a Director of Omada Health, Inc., reported changes in his beneficial ownership of the company's securities.
• On June 5, 2025, Mr. Root was granted 9,736 restricted stock units (RSUs) of Common Stock, which will fully vest on June 5, 2026.
• On June 9, 2025, various series of Preferred Stock (Series A, B, C, C-1, and D) held indirectly by entities associated with Mr. Root automatically converted into Common Stock.
• A total of 4,539,436 shares of Common Stock were acquired indirectly through the conversion of Preferred Stock held by U.S. Venture Partners X, L.P.
• An additional 145,223 shares of Common Stock were acquired indirectly through the conversion of Preferred Stock held by USVP X Affiliates, L.P.
• Each share of Preferred Stock converted into approximately 0.33333 shares of Common Stock immediately prior to the closing of Omada Health's initial public offering.
• Following these transactions, Mr. Root directly beneficially owns 9,736 shares of Common Stock and indirectly beneficially owns 4,571,769 shares of Common Stock through the USVP X Funds.

Sentiment

Score: 6

Explanation: The document reports standard transactions associated with a company's public listing and director compensation. The conversion of preferred shares into common stock in connection with an IPO is a positive structural event, and the RSU grant aligns director interests. There are no negative implications reported.

Positives

• The grant of 9,736 Restricted Stock Units (RSUs) to Director Jonathan D. Root aligns his interests with long-term shareholder value.
• The conversion of preferred stock into common stock, totaling 4,684,659 shares, is a standard and positive step typically associated with a company's initial public offering, indicating a significant liquidity event and capital structure simplification.

Future Outlook

The document primarily reports past transactions related to an initial public offering and an RSU grant, and does not provide explicit forward-looking statements or guidance beyond the vesting schedule of the RSUs.

Industry Context

This Form 4 filing reflects a standard process for private companies transitioning to public ownership, where preferred stock held by early investors and directors converts into common stock as part of an Initial Public Offering (IPO). The grant of RSUs to a director is also a common compensation practice in public companies to incentivize long-term performance and alignment.

Related Party Transactions

• Jonathan D. Root's indirect beneficial ownership of 4,571,769 shares of Common Stock is through U.S. Venture Partners X, L.P. and USVP X Affiliates, L.P. (together, the 'USVP X Funds'). Mr. Root is a managing member of Presidio Management Group X, L.L.C. ('PMG X'), the general partner of the USVP X Funds, and may be deemed to share voting and dispositive power over these shares, though he disclaims beneficial ownership except to the extent of any pecuniary interest.

Stakeholder Impact

• Shareholders: The conversion of preferred stock into common stock increases the number of outstanding common shares, which is a typical outcome of an IPO. The RSU grant to a director aligns management incentives with shareholder value creation.
• Employees: No direct impact on employees is mentioned in this filing.

Next Steps

• The 9,736 Restricted Stock Units granted to Jonathan D. Root are scheduled to fully vest on June 5, 2026.

Key Dates

Keywords

Omada Health, OMDA, Form 4, Insider Transaction, Beneficial Ownership, Restricted Stock Units, RSU, Preferred Stock Conversion, Initial Public Offering, IPO, Jonathan D. Root, Venture Capital, USVP X Funds