4/A: Omada Health Insider Trades and Plan Adjustments

Omada Health's Chief Accounting Officer, Craig Gracey, filed an amended Form 4 to correct an omitted stock option exercise and sale, clarifying beneficial ownership and adhering to a 10b5-1 trading plan.

Summary

• This filing is an amended Form 4 (Form 4/A) by Craig Gracey, Chief Accounting Officer of Omada Health, Inc.
• The amendment corrects an omission in a previous Form 4 filed on June 26, 2026, specifically regarding a stock option exercise transaction.
• The corrected transaction involved the exercise of 2,083 stock options at a price of $6.57 per share on June 24, 2026.
• This exercise was part of a same-day exercise-and-sale transaction, with the sale of these shares having been reported in the original Form 4.
• The omission of the exercise led to an understatement of beneficial ownership in the original filing.
• Following the corrected transactions, Gracey beneficially owns 15,441 shares of common stock directly.
• The sale transaction on June 24, 2026, occurred under a Rule 10b5-1 trading plan adopted on March 13, 2026.
• The weighted average sale price for the transaction was $19.01, with individual trades ranging from $19.00 to $19.03.
• The stock options vest over a period of four years from September 9, 2024, with 25% vesting on the first anniversary and monthly vesting thereafter.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral filing. While an amendment indicates a prior error, the correction and adherence to a 10b5-1 plan are positive signs of compliance and structured financial management by the executive.

Positives

• The company has a Chief Accounting Officer actively managing their equity compensation.
• The adherence to a Rule 10b5-1 trading plan demonstrates proactive and planned equity management, mitigating insider trading concerns.
• The correction of the filing indicates a commitment to accurate and timely disclosure.
• The stock options are vested over a structured period, aligning with long-term employee commitment.

Negatives

• An omission in a previous SEC filing required an amendment, indicating a procedural error in reporting.
• The exercise price of the stock options ($6.57) is significantly lower than the weighted average sale price ($19.01), suggesting a substantial gain for the reporting person, but this is a standard outcome of option grants.

Risks

• Potential for further inadvertent omissions or errors in SEC filings, which could lead to scrutiny.
• The sale of shares under a 10b5-1 plan, while compliant, could be interpreted by some as a signal of management's view on the stock's current valuation.

Future Outlook

The filing does not contain forward-looking statements or guidance regarding the company's future performance. It solely pertains to past transactions and ownership adjustments.

Management Comments

• The amendment is to restate in its entirety the original Form 4 filed on 6/26/2026 to report exercise transaction that was inadvertently omitted from the original filing.
• The exercise reported herein was part of a same-day exercise-and-sale transaction, and the corresponding sale was timely reported in the original Form 4.
• Due to the omission of this exercise transaction, the amount of securities beneficially owned following the sale was understated.
• The amount of securities beneficially owned has been adjusted in Box 5 of Table I of this Form 4/A to correct the aforementioned error.
• Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
• This transaction was executed in multiple trades at prices ranging from $19.00 to $19.03. The price reported above reflects the weighted average price.
• The reporting person hereby 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

StockSavvy.ai notes that insider Form 4 filings, especially amendments, are common as executives manage their equity compensation. The use of a 10b5-1 plan by Omada Health's Chief Accounting Officer is a standard practice for executives to diversify holdings and comply with trading regulations while avoiding perceptions of insider trading.

Comparison to Industry Standards

• The practice of exercising stock options and selling shares, particularly under a pre-arranged 10b5-1 plan, is a widely adopted strategy among executives in the technology and healthcare sectors, including companies like Teladoc Health and Livongo (prior to its acquisition by Teladoc).
• The vesting schedule for stock options, with initial vesting and subsequent monthly vesting, aligns with industry norms for incentivizing long-term employee retention and performance.
• The reporting of weighted average prices for multi-trade transactions is a standard disclosure requirement across the industry for Form 4 filings.

Stakeholder Impact

• Shareholders: The filing clarifies beneficial ownership and confirms adherence to trading plans, providing transparency. The sale itself, executed under a plan, is not inherently negative but represents a change in ownership structure.
• Employees: The stock option vesting schedule continues to align with employee incentives for long-term commitment.
• Management: The amendment highlights a procedural oversight, emphasizing the need for meticulous attention to SEC filing requirements.

Next Steps

• The reporting person will continue to adhere to the 10b5-1 trading plan.
• The company will ensure future filings are accurate and complete to avoid further amendments.

Key Dates

Keywords

Form 4/A, Omada Health, Craig Gracey, Stock Options, Insider Trading, 10b5-1 Plan, Beneficial Ownership, SEC Filing, Equity Compensation, Stock Sale