Form 4: Omada Health Director's Indirect Share Distribution

Omada Health Director Jonathan D. Root reports an in-kind distribution of common stock from USVP X Funds, resulting in a change in his beneficial ownership.

Summary

• Jonathan D. Root, a Director of Omada Health, Inc., reported changes in his beneficial ownership of common stock.
• The transactions occurred on December 2, 2025, and involved a pro-rata, in-kind distribution by U.S. Venture Partners X, L.P. and USVP X Affiliates, L.P. (together, the "USVP X Funds") to their partners.
• Root acquired 167,748 shares of common stock directly as part of this distribution.
• Following these transactions, Root directly beneficially owns 178,378 shares of Omada Health Common Stock.
• The USVP X Funds disposed of 4,571,769 shares previously held by U.S. Venture Partners X, L.P. and 146,257 shares previously held by USVP X Affiliates, L.P., which were indirectly beneficially owned by Root.
• After the distribution, Root's indirect beneficial ownership through these specific funds is reported as 0 shares.
• Root is a managing member of Presidio Management Group X, L.L.C. ("PMG X"), the general partner of the USVP X Funds, and disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

Sentiment

Score: 5

Explanation: The filing reports a routine change in beneficial ownership due to an in-kind distribution from a venture fund, not a market transaction. It is neutral in sentiment as it reflects a structural change rather than a positive or negative operational or financial event.

Positives

• The director now holds a portion of the shares directly, which can enhance direct alignment of interests with the company's performance.

Negatives

• The change represents a restructuring of ownership rather than a market sale, so there are no direct negative financial implications for the company or the director's stake value from this filing alone.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategy.

Industry Context

This Form 4 filing is a routine disclosure of an insider's change in beneficial ownership, specifically an in-kind distribution from a venture fund. It does not provide information related to broader industry trends or competitive landscape.

Related Party Transactions

• The transactions represent a pro-rata, in-kind distribution from U.S. Venture Partners X, L.P. and USVP X Affiliates, L.P., where the reporting person, Jonathan D. Root, is a managing member of the general partner (Presidio Management Group X, L.L.C.) of these funds.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a change in the structure of a director's beneficial ownership rather than a market sale or purchase that would affect liquidity or share price significantly.
• Company: No direct operational or financial impact from this change in beneficial ownership.

Key Dates

Keywords

Omada Health, OMDA, Form 4, Insider Transaction, Beneficial Ownership, Stock Distribution, Jonathan D. Root, USVP X Funds