NASDAQ: OMCL

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 dispensing automation and an intelligence ecosystem 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 driving positive medication management outcomes with superior customer experience in two core market categories through:

•Hospital and Health System Solutions: This category enables the end-to-end medication process across the entire continuum of care. It unifies Central Pharmacy automation, robotics, and IV sterile compounding with Point of Care automated dispensing in Nursing Units and Operating Room/Procedural areas. From the loading dock to the bedside, this is designed to provide for medication safety, availability, and workflow efficiency. This category also supports Consolidated Pharmacy Service Center operations.

•Points of Care. As a market leader, we anticipate continued expansion into this product market as customers increasingly utilize our dispensing systems in more areas within hospitals and ambulatory care settings. The 2025–2028 healthcare landscape, however, faces significant fiscal headwinds driven by sweeping changes in health policy, specifically the One Big Beautiful Bill Act (“OBBBA”), which is expected to result in a $910 billion Medicaid spending reduction across states. Coupled with rising input costs from tariffs and acute labor shortages, these pressures are likely to further compress operating margins. We believe this financial strain makes the status quo unsustainable, which we anticipate compelling health systems to focus on capital efficiency and operational resilience through accelerated investments in pharmacy modernization, especially automation to address labor shortages and advanced analytics to manage rising costs of drug diversion and non-adherence. As hospitals navigate this liquidity challenge, we expect a critical shift in purchasing behavior from traditional capital expenditures to flexible payment models, such as leasing, subscriptions, and “as-a-service” structures, enabling institutions to adopt essential regulatory compliance and safety technologies while preserving operating cash flow.

•Central Pharmacy. This market represents the beginning of medication management in acute care settings. Given the current environment, we believe there is a significant opportunity for automation as many health systems aim to eliminate manual, repetitive, and error-prone processes to address acute workforce shortages. With hospitals facing technician shortages and often lacking adequate sterile compounding expertise, we think automating central pharmacy dispensing and compounding is crucial for reallocating limited labor, enhancing patient safety, and enabling compliance with the new Drug Supply Chain Security Act (“DSCSA”)

6

Table of Contents

requirements. Manual compounding of sterile IV preparations poses safety risks and, when outsourced, can increase costs and supply volatility. Therefore, IV automation offers a key opportunity to standardize sterile workflows, offset the resources currently used for managing drug shortages, and reduce the annual cost of non-optimized medication therapy. We expect these technology-driven services to become increasingly vital as health systems focus on operational resilience amid severe financial pressures.

•Consolidated Pharmacy Service Center Automation and Robotics. Health Systems are increasingly realizing savings from a Consolidated Pharmacy Service Center (“CPSC”) model. The CPSC serves as a strategic hub for centralized inventory management and sterile compounding. By implementing industrial-grade robotics and carousels at the CPSC, health systems can achieve economies of scale, streamlining the serialized receiving process required for DSCSA compliance before inventory reaches hospitals. This centralized approach should help preserve margins by optimizing supply chains and reducing waste across the network.

•Outpatient Pharmacy Solutions: Focused on extending care beyond the hospital walls, this category supports outpatient and retail pharmacy growth. It combines Specialty Pharmacy and 340B Third-Party Administrator (“TPA”) services, Medication Adherence technologies (automation and consumables), and the EnlivenHealth platform to help drive better clinical outcomes and medication compliance for clinicians and patients.

•Specialty Pharmacy and 340B Program. We believe that health systems will continue to accelerate investment in programs to improve patient outcomes by utilizing specialty pharmacies and the federal 340B Drug Pricing Program. The 340B Program allows qualified hospitals to stretch federal resources, a critical capability as the program is on track to exceed $200 billion in gross sales by 2026, surpassing the entire Medicare Part B market. In 2024, specialty drugs used for treatment of complex conditions constituted the majority (51.7%) of total prescription expenditures. This sector continues to grow at a higher rate than other drug classes. However, regulatory pressures are intensifying with site-neutral payment cuts. Specialty pharmacies serve as the connection between patients, providers, and payers to streamline access and adherence. We believe a solution designed to help health systems optimize their Health System-Owned Specialty Pharmacy (“HSSP”) and navigate these compliance-complexities will help ensure continuity of care. We believe that a fully optimized specialty pharmacy operation represents one of the largest economic opportunities for hospitals and health systems.

•Institutional Pharmacy. The U.S. institutional pharmacy industry provides closed-door medication dispensing, clinical support, and medication adherence services for long-term care (“LTC”), correctional, rehabilitation and behavioral health, and hospice facilities. The market size of the institutional pharmacies industry in the U.S. is $24 billion with 1,100 businesses servicing this sector and characterized by a high concentration in national operators. LTC facilities comprise skilled nursing facilities, assisted living communities, senior living centers, and home and community-based care settings. LTC pharmacies typically operate under more stringent regulatory, packaging, and labor requirements than retail pharmacies, which may result in structurally higher operating costs. As a result of projected demographic aging and the increasing complexity of managing chronic disease across LTC populations, we expect market demand to continue to rise. The LTC industry is currently undergoing a transition driven by reimbursement pressures, regulatory expansion, and workforce shortages. Legislative and pricing reforms, including updates to Medicare Part D, have increased financial strain on smaller LTC providers, which we believe will accelerate a shift toward centralized, automation-enabled fulfillment models that are designed to improve efficiency, standardize quality, and support compliance with evolving documentation and oversight requirements. Through our outpatient pharmacy solutions, we also serve adjacent outpatient institutional markets, including correctional facilities’ pharmacy providers. Additionally, we provide pharmacy services to individuals with intellectual and developmental disabilities (“IDD”), a market currently experiencing rising demand due to increased prevalence. IDD pharmacy services require specialized packaging, adherence technologies, and close coordination with caregivers and community-based support organizations.

7

Table of Contents

•Retail. Total U.S. prescription dispensing revenues across retail, mail-order, long-term care, and specialty pharmacies reached approximately $683 billion in 2024, up 9% from 2023, a surge driven primarily by the rapid adoption of GLP-1 agonists and specialty immunotherapies rather than volume alone. 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.

Products and Services

Our products and services span the evolving continuum of care, including inpatient, outpatient, and retail settings. We provide a range of points of care medication and supply dispensing systems, including automated systems. We also offer advanced automation solutions including robotics designed to automate work, streamline workflows, and reduce human error. Across these settings, we provide central pharmacy automation solutions for both medication dispensing and IV compounding. We also provide patient engagement solutions to help improve adherence to prescriptions. With certain automation and technology-enabled service offerings, we provide expert services designed to help optimize utilization through subscription agreements, inclusive of expert personnel to operate the equipment. Our offerings include:

Hospital and Health Systems Solutions

Serving as the connective tissue for the enterprise, our intelligence ecosystem, OmniSphere, is built to unify the hardware and software portfolio through a platform plus analytics layer. By leveraging cloud-based data and predictive insights, it is designed to provide health systems with enterprise-wide visibility to optimize inventory, detect diversion, and streamline decision-making across the entire network.

Points of Care

Our automation solutions for points of care are designed to improve clinician workflows in patient care areas of the healthcare system, such as nursing units, patient wards, operating rooms, and emergency departments. Automated dispensing systems are an essential part of medication management because they are designed to safeguard medications, including controlled substances, and provide automation to track inventory. We strive to continually innovate our automated dispensing systems by designing features that are intended to help our customers close gaps in safety and enable clinicians to spend less time managing medications and more time caring for patients.

Our next-generation Automated Dispensing System, Titan XT, integrates modern cabinet hardware with a cloud platform and a cloud-native software and intelligence ecosystem, OmniSphere. 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 a future opportunity for us to expand this offering and define a new standard for dispensing systems in ambulatory settings. We believe our next generation solutions for Points of Care and new innovations and services will continue to help customers drive improved clinical and financial outcomes. Titan XT builds on our XT Series automated dispensing systems for medications and supplies, which are used in nursing units and other clinical areas of the hospital, and is designed to support workflows specific to each area of the hospital, with various software and hardware options.

XTExtend, a comprehensive console swap for our XT cabinets, is designed to continue to maximize value for hospitals, health systems, and post-acute care facilities that have already invested in Omnicell’s XT Series automated dispensing system and are seeking to enhance the capabilities of these devices in an effort to improve clinical and operational outcomes even further.

Central Pharmacy

Our Central Pharmacy Dispensing Service, which combines advanced robotic technology, optimization and workflow software, as well as onsite and remote experts, is intended to automate and optimize the most cumbersome aspects of the medication dispensing process. This comprehensive service is designed to help health systems enhance patient safety, improve dispensing accuracy, reduce medication dispensing errors and waste, and streamline workflows to enable pharmacy labor resources to focus on higher value tasks.

The expansion of many health systems across broad geographic regions due to mergers and acquisitions activity and organic growth has created increased interest for many customers in the Centralized Services model for enterprise-wide

8

Table of Contents

medication distribution. This model seeks to help create a more scalable and standardized environment but can be costly and time consuming for a health system to implement on its own. Our Central Med Automation Service integrates advanced robotics and smart devices with innovative software and expert services in an effort to help health systems quickly establish and optimize a flexible and scalable Centralized Services Center that streamlines medication dispensing, reduces manual tasks, optimizes resource allocation, and standardizes processes throughout the health system.

Our IV Compounding Service seeks to help health systems reduce outsourcing costs, minimize operating room drug waste, improve patient safety, and gain supply chain control by bringing IV compounding in-house. This solution combines advanced IV robotics, analytics tools, and onsite and remote experts in order to help optimize IV accuracy, sterility, and outcomes, while improving supply chain control.

Outpatient Pharmacy Solutions

We are expanding our products and solutions in the outpatient market as our customers continue to expand their operations outside the hospital. These solutions target specific outpatient markets and are aligned with our strategy to provide medication management infrastructure powered by an intelligence ecosystem, OmniSphere.

Specialty Pharmacy and 340B

Specialty medications have become the dominant financial driver for many of our customers, as specialty medications accounted for up to 51.7% of total drug expenditures in 2024. However, health systems face converging headwinds in 2026, including site-neutral payment cuts and Inflation Reduction Act-driven 340B margin compression, which threaten traditional revenue streams. We believe the acceleration of medically integrated dispensing will help navigate the risk of these policy changes.

Our Specialty Pharmacy Services offering provides a turnkey solution designed to help health systems establish, manage, and optimize an entity-owned specialty pharmacy. Delivered through a risk-share commercial model, this solution enables health systems, Federally Qualified Health Centers, and provider groups to support onsite management of specialty services, including payer contracting, centralized staffing, and licensing.

Crucially, our platform integrates essential technology enablers to address the growing complexity of the market:

•Automated Prior Authorization (“PA”): built to streamline approval workflows to reduce administrative burden and accelerate time-to-therapy.

•340B Optimization & Compliance: robust management of split-billing and audit readiness to navigate evolving federal reporting requirements and prevent revenue leakage.

This offering is designed to drive specialty growth and cost savings, improve access to limited distribution drugs, and increase physician utilization for targeted disease states, to help our customers navigate external reimbursement turbulence.

EnlivenHealth Platform

Our EnlivenHealth brand extends beyond the inpatient setting and into ambulatory care. This brand offers a portfolio of products designed to digitally enable retail and community pharmacies with connected patient engagement and clinical and financial workflows intended to elevate the patient-pharmacy experience and enhance financial performance.

Our patient engagement solutions are designed to better educate, inform, and enrich patients’ lives through personalized interactive voice response, outbound communications, and mobile app offerings. We also enable digital delivery of medication information (medication guides, vaccine information sheets, and drug monographs) in an effort to unlock patient preferences, staff efficiency, and environmental value. Additionally, our clinical workflows help enable pharmacies to accelerate health and wellness in their community through targeted patient interventions, appointment scheduling, immunization, medication therapy management, medication synchronization, and Medicare plan comparisons. Furthermore, our financial workflows are designed to streamline payments, cashflow, and claims for durable medical equipment, vaccination, clinical care, and specialty drugs through medical billing and reconciliation solutions. These digitally enabled services provide data-driven intelligence to help optimize pharmacy operations, as well as patient adherence and outcomes.

Medication Adherence

Our medication adherence solutions, which include consumables and medication packaging systems, are designed to improve pharmacy operations and patient adherence to prescriptions. These solutions are used by institutional pharmacies serving long-term care and other non-acute healthcare facilities, as well as retail, community, and outpatient pharmacies.

9

Table of Contents

Our single-dose automation solutions allow customers to fill and label a variety of patient-specific, single-dose medication blister packages based on incoming prescriptions. Our fully automated and semi-automated filling equipment is designed specifically for institutional pharmacies with enough order volume to warrant automated packaging of medications. Our automated solutions interface with pharmacy information systems to obtain prescription information. In addition to these products, we recently entered into a partnership with Safecor Health to provide prepackaged single-dose medication blister packages directly to our customers. This reduces the need for our customers to package on site and instead receive drugs prepacked in our blister packages as a service.

For multi-medication prescriptions, we offer software that guides users through the manual filling process to help streamline workflow with a goal of increased packaging accuracy. In addition, we also offer a wide range of medication blister card packaging and packaging supplies designed to enhance medication adherence in a variety of non-acute care settings.

Professional, Technical, and Customer Success Services

Our Professional Services offerings for health system pharmacies include technology implementation, customer education and training, program management, and related offerings designed to help customers use our products. We view our customers as partners in the pursuit of better health outcomes for patients and improved satisfaction for the clinicians who serve them.

After Omnicell solutions are implemented, our Customer Success team provides support through remote and onsite experts who help customers fully adopt and optimize utilization of our solutions.

Our technical services include post-installation support and maintenance via phone and/or web, on-site service, parts, and access to software upgrades. Product support is available through fixed-period service contracts and on a time-and-materials basis. Onsite service is provided by our field service team.

Retail Pharmacy and Hospital Automation Outside the United States

Additional solutions sold outside the United States include integrated software and hardware products designed to provide full traceability of medicines and medical supplies throughout the healthcare system, from delivery to the point of consumption. This includes automated dispensing systems used in hospitals and retail pharmacies for handling the stocking and retrieval of both boxed and unit-dose medications. For management of medical supplies, a specialized cabinet that uses radio frequency identification is also available, which is designed to improve picking and restocking workflows for nurses and surgeons.

Advancing Our Solutions

With more than 30 years of experience delivering medication management solutions, Omnicell believes a portfolio of dispensing automation powered by an intelligence ecosystem, OmniSphere, will help deliver improved medication management outcomes. Because thousands of facilities utilize our services and solutions, we believe we can provide actionable insights to help customers better understand their medication usage and improve pharmacy supply chain management. We offer specialized services and analytics software designed to help healthcare facilities improve their bottom line and patient care by harnessing data from automation and other systems.

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.

Industry Background and Market

We believe our solutions support the industry-defined vision of the Autonomous Pharmacy, are strongly aligned with trends in the healthcare market, and are well-positioned to address the evolving needs of healthcare institutions.

The healthcare industry continues to experience a significant degree of consolidation, with healthcare providers combining to create larger healthcare delivery organizations. We believe this trend has increased the market’s need for integrated medication management solutions on a unified platform to help improve clinical and financial outcomes for both inpatient and outpatient settings. Our portfolio of dispensing automation powered by an intelligence ecosystem combined with innovation, is designed with this objective in mind.

10

Table of Contents

In addition, healthcare providers and facilities are currently facing significant financial challenges and operational pressures. In 2024, the United States spent $806 billion on prescription drugs, a 10.2% increase from 2023. In 2024, specialty medications constituted 51.7% of this total spend. Concurrently, health systems are navigating sweeping changes in health policy and potential legislative actions that are estimated to result in a $910 billion reduction in direct reimbursements over the coming years. For health systems, the cumulative effect of revenue loss and cost increases, including rising tariffs and labor costs, is projected to severely compress operating margins. These factors have elevated the strategic importance of medication management and pharmacy automation as essential tools for capital efficiency and operational resilience.

Furthermore, while complexities in medication management have increased over time along with the volume of patients and medications, many manual processes are still used, resulting in inefficient tracking and delivery of medications and supplies. For example, staff time spent on managing drug shortages is often equivalent to that of approximately 1.5 Full-Time Employees in large hospitals. In addition, many existing healthcare information systems are unable to support the modernization of healthcare delivery processes or address mandated patient safety initiatives. These factors contribute to medical errors and unnecessary process costs across the healthcare sector including in medication management.

Regulation and industry guidelines, including those from the U.S. Food and Drug Administration, Drug Enforcement Administration, and The Joint Commission (an organization that accredits U.S. health care organizations and programs), continue to drive an environment of increased patient safety and regulatory control. Key compliance deadlines, such as the November 27, 2025 DSCSA interoperability deadline, are accelerating the need for advanced software backbones. Additionally, there is an intensified focus on controlled substance management. HealthcareDiversion.org estimates that roughly 10% of all healthcare workers are anticipated to steal opioids and other substances from patients and hospitals at some point in their career. This risk is becoming more visible, with diversion investigations rising 61% since the beginning of 2023 according to recent industry reports. Against this backdrop, healthcare organizations will likely be driven to prioritize investments in capital equipment and analytics, including pharmacy automation, to mitigate liability and ensure “zero-defect” workflows.

Medication non-adherence is widely recognized as a common and costly problem. Poor adherence results in increased hospital readmissions, deteriorated treatment outcomes, and avoidable healthcare costs. With millions of Americans taking multiple medications routinely, we believe pharmacists need ways to support the arduous task of maintaining patient adherence. We believe our EnlivenHealth portfolio has the potential to reduce admissions and emergency department visits and improve patient health by increasing medication adherence.

The workforce crisis remains a primary concern for hospital executives. While the nurse workforce has seen some stabilization, the national demand for registered nurses is projected to exceed supply by 9% by 2036. The shortage of pharmacy technicians is even more acute and critical to pharmacy operations. We believe these labor deficits validate the urgent need for automation as a labor offset strategy.

Omnicell’s medication management infrastructure, which includes dispensing automation powered by an intelligence ecosystem, is designed to automate many labor-intensive medication management tasks. We believe this will help healthcare providers optimize the use of existing pharmacy staff, effectively addressing the sterile compounding expertise gap among pharmacy technicians, indicated in 92% of hospitals, and freeing up clinicians’ time enabling them to focus on higher-value, patient-engaging activities.

Furthermore, the healthcare industry has experienced a significant degree of consolidation. This consolidation may require us to adapt how we market, sell, or distribute our products. Similarly, healthcare providers have consolidated to create larger healthcare delivery organizations. As market demands, government regulations, and societal pressures continue to cause the healthcare industry to evolve, it could result in further business consolidations and alliances among the industry participants with whom we engage and compete.

We believe our industry-leading medication management infrastructure products and services compare favorably with the offerings of our competitors, particularly with respect to the medication management outcomes that we have helped enable our customers to achieve across the continuum of care, from inpatient to outpatient, in each setting of care where medications are managed. We believe we have a strongly differentiated outcome-centric approach to medication management that combines dispensing automation powered by an intelligence ecosystem.

Government Regulation

Our global operations may be affected by a variety of complex state, federal, and international laws and regulations. These laws and regulations relate to healthcare (including medical devices and pharmaceuticals); privacy and information security; compliance; import and export; trade; healthcare fraud, waste and abuse (including anti-kickback and false claims laws); environmental standards; anti-corruption and anti-bribery; labor and employment, as well as other areas of focus.

11

Table of Contents

Privacy and Security

We receive, store, and process personal information and other data from our customers, employees, and service providers. Our customers also use our products and/or services to obtain and store their personal information, including protected health information (as defined by the Health Information Portability and Accountability Act of 1996 and its implementing regulations, collectively “HIPAA”), from their patients and customers and sometimes personal information of their employees. As a result, we and our customers are subject to various laws and regulations related to privacy, data protection, and information security. In the United States (“U.S.”), these include federal and state health information privacy and security laws (such as HIPAA), federal and state breach notification laws, and state laws that address the privacy and security of personal information and protected health information. Internationally, various foreign jurisdictions in which we operate, including, but not limited to, the United Kingdom (“UK”) and the European Union (the “EU”), have established comprehensive data privacy and security legal frameworks with which we or our customers are or may be subject to including, for example, the UK’s General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”) and the EU’s General Data Protection Regulation (the “EU GDPR” and, together with the UK GDPR, the “GDPR”). The GDPR imposes accountability and transparency requirements, data protection requirements, reporting obligations, and international transfer restrictions. In addition, the U.S. Department of Justice’s (“DOJ”) Data Security Program Rule (the “DSP Rule” or “Rule”) aims at preventing access to “bulk U.S. sensitive personal data” and “government-related data” by “countries of concern” (e.g., China, Russia, Iran, North Korea, Cuba, and Venezuela) and “covered persons” (as all such terms are defined in the DSP Rule). The Rule imposes stringent obligations on companies within its scope and prohibits or restricts “covered data transactions” that grant countries of concern or covered persons access to bulk U.S. sensitive personal data or any amount of “government-related data.”

Artificial Intelligence (AI)

The regulatory landscape governing data, digital services, and artificial intelligence continues to evolve rapidly. In the U.S., during the 2025 legislative session, over 1,080 AI-related bills were introduced across U.S. state legislatures, resulting in approximately 100 enacted measures across 38 jurisdictions addressing AI-generated content labeling, whistleblower protections, transparency requirements, and intellectual property protections. This legislative activity builds upon the 99 AI-specific laws enacted in 2024 and 18 resolutions adopted in 2023, reflecting sustained momentum in AI regulation at the state level.

At the international level, the European Union AI Act entered into force with key provisions becoming applicable in 2025, including prohibitions on certain high-risk AI systems and compliance obligations for general-purpose AI models. These requirements impact both our customers operating within the EU and our third-party service providers, potentially affecting our product offerings and operational practices in European markets.

The United Kingdom (the “UK”) has adopted a divergent regulatory approach, maintaining its principles-based framework established in March 2023 and reaffirmed in the 2025 AI Opportunities Action Plan. Rather than comprehensive statutory regulation, the UK emphasizes a pro-innovation strategy centered on regulatory sandboxes and sector-specific oversight by existing regulatory bodies. However, the UK government has indicated that future legislation addressing risks associated with advanced AI models remains under consideration.

The proliferation of AI regulations across multiple jurisdictions creates compliance complexity and may require modifications to our products, services, and business practices. We continue to monitor these developments and assess their potential impact on our operations.

Product Development, Manufacture and Sales

In the U.S., the U.S. Food and Drug Administration (“FDA”) regulates medical devices, pharmaceutical and biological products, including via the Federal Food, Drug, and Cosmetic Act (“FD&C Act”), the Public Health Service Act (“PHSA”), and their respective implementing regulations. Medical devices, pharmaceuticals and certain products are subject to rigorous regulation in the U.S. by the FDA, and by federal, state and local statutes and regulations, including regulation by governmental agency regulations in the United States (for example by the U.S. Drug Enforcement Administration (“DEA”)); and on an international basis, such products are regulated by governmental and regulatory agencies and bodies in the applicable foreign countries. Noncompliance with applicable requirements can result in import detentions, fines, false claims, civil monetary penalties, injunctions, suspensions or losses of regulatory approvals or licenses, recall or seizure of products, operating restrictions, denial of export applications, governmental prohibitions on entering into supply contracts, and criminal prosecution.

Products designated or classified as medical devices may also be subject to various regulatory requirements, including as applicable, FDA premarket clearance or approval; establishment registration and device listing; complaint handling; notification and repair, replace, refund; mandatory recalls; unique device identifier requirements; reports of removals and

12

Table of Contents

corrections; cybersecurity requirements; and post-marketing surveillance. There are additional regulations relating to the packaging, distribution, marking, marketing and claims with respect to FDA regulated solutions and products. Certain of our products and solutions are regulated by the FDA and require 510(k) clearance under the FD&C Act prior to commercialization and marketing. However, the manufacture and sale of most of our current medication management solutions are not regulated by either the FDA or the DEA. However, the pharmacy, dispensing, and compounding activities of other persons (our customers) that use our current medication management solutions may be subject to regulation by those agencies and by individual state boards of pharmacy. With respect to our products and solutions, we manufacture and develop specifications for products classified as Class I and Class II medical devices, which are subject to FDA regulation and require compliance with certain FDA regulations and requirements, including the FDA Quality System Regulation and FDA regulations for medical device reporting. We also offer a sterile consumable product that required FDA 510(k) clearance prior to marketing and distribution.

Similarly, certain provisions of the FD&C Act govern the approval, manufacture, handling, distribution, and tracking and tracing of pharmaceuticals. The FD&C Act also regulates which medications may be compounded, and how certain compounded medications may be manufactured, distributed, and dispensed. Companies engaged in distributing or dispensing compounded pharmaceuticals may be subject to a number of requirements enforced by the FDA or other U.S. regulatory agencies, such as the DEA and state boards of pharmacy. These requirements may include compliance with United States Pharmacopoeia (“USP”) and National Formulary standards, certificates of analysis, facility registration, and compliance with current good manufacturing practice (“cGMP”).

Furthermore, our customers may also be subject to other laws, rules, or regulations that apply to dispensers and licensing and other requirements under laws governing, and regulations promulgated by, state boards of pharmacy, including those, as applicable, that apply to compounding facilities.

Credentialing and Reimbursement

We also provide services and solutions to independent and health system specialty pharmacies that may require us to observe U.S. Department of Health and Human Services (“DHHS”) regulations for credentialing of providers (pharmacists).

In the United States we are neither enrolled in nor participate under Medicare or any state Medicaid program, and do not submit claims on our behalf to Medicare, Medicaid, or other government or commercial third-party payers for reimbursement.

Healthcare Regulations

Our current and future arrangements with healthcare professionals, consultants, customers and third-party payors expose us to broadly applicable healthcare regulation and enforcement by the U.S. federal government and the states and foreign governments in which we conduct our business, such as regulations addressing fraud and abuse, transparency and health information privacy rules and regulations. The most common healthcare laws and regulations that may impact our or our customers’ operations include but are not limited to:

•The federal Anti-Kickback Statute, a criminal law which prohibits, among other things, knowingly and willfully soliciting, receiving, offering, or paying any “remuneration” (including any kickback or bribe), directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, either the referral of an individual, or the purchase, lease, order, arranging for, or recommending the purchase, lease, or order of any item or service for which payment may be made, in whole or in part, under federal healthcare programs (like Medicare or Medicaid). A person or entity can be found guilty of violating the statute without actual knowledge of the statute or specific intent to violate it. A conviction for violation of the federal Anti-Kickback Statute can result in criminal fines and/or imprisonment and requires mandatory exclusion from participation in federal healthcare programs. Exclusion from the federal healthcare programs may also be imposed if the government determines that an entity has committed acts that are prohibited by the federal Anti-Kickback Statute. Although there are a number of statutory exceptions and regulatory safe harbors to the federal Anti-Kickback Statute protecting certain common business arrangements and activities from prosecution or regulatory sanctions, the exceptions and safe harbors are drawn narrowly, and practices that involve remuneration to those who prescribe, purchase, or recommend pharmaceutical and biological products, may be subject to scrutiny if they do not fit squarely within an exception or safe harbor. Our or our customers’ practices may not in all cases meet all of the criteria for safe harbor protection from Anti-Kickback Statute liability.

•Federal civil and criminal false claims laws, including the civil False Claims Act (“FCA”), which prohibits, among other things: (i) knowingly presenting, or causing to be presented, claims for payment of government funds that are false or fraudulent; (ii) knowingly making, or using or causing to be made or used, a false record or statement material to a false or fraudulent claim; (iii) knowingly making, using or causing to made or used a false record or statement material to an obligation to pay money to the government; or (iv) knowingly concealing or knowingly and improperly

13

Table of Contents

avoiding, decreasing, or concealing an obligation to pay money to the federal government. Under the FCA it is illegal to submit claims for payment to Medicare or Medicaid that an individual knows or should know are false or fraudulent; no specific intent to defraud is required. The civil FCA defines “knowing” to include not only actual knowledge but also instances in which the person acted in deliberate ignorance or reckless disregard of the truth or falsity of the information. Filing false claims may result in fines of up to three times the programs' loss plus $11,000 per claim filed. Under the civil FCA, each instance of an item or a service billed to Medicare or Medicaid counts as a claim. The fact that a claim results from a kickback or is made in violation of the Stark Law (as defined herein) also may render it false or fraudulent, creating liability under the civil FCA as well as the Anti-Kickback Statute or Stark Law.

Private individuals, commonly known as “whistleblowers,” can bring FCA qui tam actions, on behalf of the government and may share in amounts paid by the entity to the government in recovery or settlement. In addition, as noted above, a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA. Moreover, entities can be held liable under the FCA even when they do not submit claims directly to government payers if they are deemed to “cause” the submission of false or fraudulent claims. FCA liability is potentially significant in the healthcare industry because the statute provides for treble damages and significant mandatory penalties per false or fraudulent claim or statement for violations. Such per-claim penalties are currently set at $13,508 to $27,018 per false claim or statement for penalties assessed after January 30, 2023, with respect to violations occurring after November 2, 2015. Under the criminal FCA penalties for submitting false claims include imprisonment and criminal fines; the Office of Inspector General (“OIG”) of the DHHS also may impose administrative civil monetary penalties for false or fraudulent claims.

•HIPAA imposes criminal liability and civil monetary penalties for executing a scheme to defraud any health care benefit program or making false statements relating to health care matters. HIPAA, which, among other things, prohibits knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payers, and prohibits (i) knowingly and willfully falsifying, concealing, or covering up a material fact or making any materially false, fictitious, or fraudulent statement or representation and (ii) making or using any false writing or document knowing the same to contain any materially false, fictitious, or fraudulent statement or entry in connection with the delivery of or payment for healthcare benefits, items, or services. Similar to the federal Anti-Kickback Statute, a person or entity can be found guilty of violating the HIPAA fraud provisions without actual knowledge of the statute or specific intent to violate it.

In addition to the fraud and abuse considerations, in relation to the HIPAA Security Rule, the DHHS, in January 2025, issued a Notice of Proposed Rulemaking (“Proposed Rule”) aiming to strengthen cybersecurity protections and better defend against cyber threats targeting the U.S. health care system. The Proposed Rule attempts to strengthen the requirements of the HIPAA Security Rule by clarifying and revising definitions and removing the distinction between “required” and “addressable” implementation specifications. The Proposed Rule adds new implementation requirements to better help ensure that HIPAA-regulated entities implement compliance activities consistent with industry standard best practices, such as the NIST Cybersecurity Framework. Regulated entities would be required to document, in writing, all HIPAA Security Rule policies and procedures. At this point, the future of the Proposed Rule is unclear, as the newly elected U.S. administration will likely determine whether to move forward with the rulemaking process; currently the rule’s finalization remains on the DHHS’ Office for Civil Rights’ regulatory agenda for May 2026.

•The Federal Civil Monetary Penalties Law, which authorizes the imposition of substantial civil monetary penalties against an entity that engages in activities including, among others (i) knowingly presenting, or causing to be presented, a claim for services not provided as claimed or that is otherwise false or fraudulent in any way; (ii) arranging for or contracting with an individual or entity that is excluded from participation in federal healthcare programs to provide items or services reimbursable by a federal healthcare program; (iii) violations of the federal Anti-Kickback Statute; or (iv) failing to report and return a known overpayment. The OIG may seek civil monetary penalties and sometimes exclusion for a wide variety of conduct and is authorized to seek different amounts of penalties and assessments based on the type of violation at issue. Penalties range from $10,000 to $50,000 per violation.

•Many U.S. states have laws and regulations analogous to Federal fraud and abuse laws, such as individual state anti-kickback, fee-splitting and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payers, including private insurers.

•Various Federal laws, regulations, and agency issued guidance documents govern communications and marketing, including to Medicare enrollees, and establish limits on (or prohibit) compensation paid for lead generation activities, including the Centers for Medicare and Medicaid Services (“CMS”) Medicare Communications and Marketing

14

Table of Contents

Guidelines (“MCMG”). The OIG has issued fraud alerts addressing commission based sales agent arrangements, highlighting fraud and abuse concerns in relation to same.

•The Health Resources & Services Administration’s 340B Program requires pharmaceutical manufacturers participating in Medicaid to sell covered outpatient drugs at discounted prices to specified health care organizations (called 340B covered entities), including, but not limited to: sole community hospitals, critical access hospitals, rural referral centers, and certain disproportionate share hospitals serving low-income and indigent patients. These 340B covered entities are responsible for certain statutory obligations, such as a prohibition on duplicate discounts and on diversion, and are required to have certain policies and records regarding their compliance with the 340B Program. 340B covered entities may be audited with respect to their 340B Program compliance.

•The Physician Self-Referral Law, commonly referred to as the “Stark Law,” prohibits the submission, or causing the submission, of claims in violation of the law's restrictions on referrals. The Stark Law prohibits a physician from referring Medicare patients to an entity (including pharmacies) for the furnishing of “designated health services,” if the physician or a member of the physician’s immediate family has a direct or indirect “financial relationship” with the entity, unless a specific exception applies. Financial relationships include both ownership/investment interests and compensation arrangements. The law further prohibits the entity from billing for any services that arise out of such prohibited referrals. Certain of these provisions are applicable to the referral of Medicaid patients as well. Designated health services include outpatient prescription drug services; clinical laboratory services; physical therapy, occupational therapy, and outpatient speech-language pathology services; radiology and certain other imaging services; radiation therapy services and supplies; durable medical equipment and supplies; parenteral and enteral nutrients, equipment, and supplies; prosthetics, orthotics, and prosthetic devices and supplies; home health services; outpatient prescription drugs; and inpatient and outpatient hospital services. The Stark Law is a strict liability statute thus the prohibition applies regardless of the rationale for the financial relationship and the reason for ordering the service. Therefore, intent to commit an illegal act is not required in order for the government to prove a violation of the Stark Law. Additionally, some states have enacted statutes and regulations similar to the Stark Law, but which may be applicable to the referral of patients regardless of their payer source and which may apply to different types of services. These state laws may contain statutory and regulatory exceptions that are different from those of the federal law and that may vary from state to state.

•Per the Exclusion Statute the OIG is legally required to exclude from participation in all Federal health care programs individuals and entities convicted of certain types of criminal offenses, including felony convictions for other health-care-related fraud, theft, or other financial misconduct. If a person or entity is excluded by OIG from participation in the Federal health care programs, then Medicare, Medicaid, and other Federal health care programs, such as TRICARE and the Veterans Health Administration, will not pay for items or services that are furnished, ordered, or prescribed.

•The Physician Payments Sunshine Act, as known as “Open Payments”, is a national disclosure program created by the Affordable Care Act that increases transparency into financial relationships between the health care industry and physicians or teaching hospitals. Certain manufacturers of drugs, devices, biologics and medical supplies, among others, are required to report annually to CMS information related to payments and other transfers of value made by that entity to U.S.-licensed physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), physician assistants, nurse practitioners, clinical nurse specialists, anesthesiologist assistants, certified registered nurse anesthetists, certified nurse midwives, and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members. The CMS collects data annually, and makes it publicly available and searchable online at openpaymentsdata.cms.gov. Individual states have their own “sunshine act reporting laws” which vary from state to state.

•The U.S. Foreign Corrupt Practices Act or FCPA, and other anti-corruption laws and regulations (including the United Kingdom Bribery Act) pertaining to financial relationships and interactions with foreign government officials, which prohibit U.S. companies and their employees, officers, and representatives from paying, offering to pay, promising, or authorizing the payment of anything of value to any foreign government official (including, potentially, healthcare professionals in countries in which we may sell products), government staff member, political party, or political candidate to obtain or retain business or to otherwise seek favorable treatment.

Some state laws require medical device and pharmaceutical companies to comply with industry voluntary compliance guidelines (such as the AdvaMed Code of Ethics and PhRMA Code), or the relevant compliance guidance promulgated by the federal government (the OIG), in addition to requiring manufacturers to report information related to payments to physicians and other health care providers or marketing expenditures to the extent that those laws impose requirements that are more stringent than the Physician Payments Sunshine Act. In addition, state and local laws may require the registration of sales representatives. State and foreign laws also govern the privacy and security of personal and health information in some

15

Table of Contents

circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

Violations of any of the laws discussed above, or any other governmental regulations that apply to us, may subject us to significant fines and penalties, including, without limitation, civil, criminal and administrative penalties, and regulatory agency and judicial sanctions, which could include, among other actions, refusal to approve pending applications, withdrawal of an approval, a clinical hold, warning letters, product recalls or withdrawals from the market, product seizures, total or partial suspension of production or distribution injunctions, damages, fines, restitution, disgorgement, or other civil or criminal penalties, as well as additional reporting requirements and oversight if the company becomes subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, the curtailment or restructuring of our operations, refusals of government contracts, exclusion from participation in federal and state healthcare programs (if we were so participating) and imprisonment, any of which could adversely affect our ability to operate our business.

Ex-U.S. Considerations

Since we manufacture and sell our products outside of the United States, certain products of a local nature and variations of product lines must also meet the applicable national, provincial, state and local regulatory requirements of the applicable country (“ex-U.S. regulatory requirements”). Additional risks are inherent to conducting business outside the United States, including more robust information governance and environmental regulations in the European Union, expropriation, nationalization, and other governmental actions. Demand for many of our existing and new products is, and will continue to be, affected by the extent to which ex-U.S. regulatory requirements increase our risk and/or expense to do business in those countries.

Compliance with the laws and regulations applicable to our global operations is costly and requires sufficient resources to actively maintain various governance, risk, and compliance systems in several areas to enable us to keep abreast of the constantly evolving legal and regulatory landscape both in the United States and abroad. These areas include, without limitation, FD&C Act and FDA, Controlled Substances Act and DEA regulations, individual state boards of pharmacy regulations, and laws and regulations regarding AI, quality, privacy, information governance and security, and environmental, health and safety.

We expect that there will continue to be U.S. federal and state laws and regulations and international laws and regulations that are adopted that could impact our operations and business. Any failure to comply with these laws and regulations could result in a range of fines, penalties, damages, individual imprisonment, exclusion from government funded healthcare programs, such as Medicare and Medicaid, additional reporting obligations and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, and/or other sanctions.

Recent Acquisitions

In addition to our own organic development, we have, from time to time, acquired businesses and technologies that expand our product lines and are strategic fits for our business, and although no material acquisitions were completed in 2024 or 2025, we expect to continue to seek to acquire businesses, technologies, or products in the future.

Sales and Distribution

We sell our products and services primarily in the United States. Approximately 90% of our revenue was generated in this market for the year ended December 31, 2025. Our sales force is organized by customer segment in the United States and Canada, with Account Management and supporting resources assigned to current customers, and Health System Executives focused on generating new business. Our sales in the United States and Canada are primarily made direct to end-user customers with the exception of some distribution of medication adherence consumables and automation in parts of Canada.

Outside of the United States and Canada, we have direct sales employees in the United Kingdom, France, Germany, and Australia. For other geographies such as the Middle East, Asia, and Latin America, we sell through distributors. In addition, our international team handles direct sales, installation, and service for hospital healthcare facilities in the United Kingdom, Germany, and France, and for community pharmacies in the United Kingdom, Germany, and Australia. Sales, installation, and service to healthcare facilities are handled through distribution partners in other parts of Europe, Asia, Australia, the Middle East, and Latin America. Our products are available in a variety of languages including Traditional Chinese, Simplified Chinese, Croatian, Dutch, French, German, Japanese, Korean, Swedish, and Spanish. Our foreign operations are discussed in Note 3, Revenues, and Note 7, Property and Equipment, of the Notes to Consolidated Financial Statements and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this Annual Report on Form 10-K. Our combined direct, corporate sales support, and international distribution sales teams consisted of approximately 430 staff

16

Table of Contents

members as of December 31, 2025. Nearly all of our direct sales team members have hospital capital equipment, services, or clinical systems experience.

The sales cycle for our automation systems, from the initial sales meeting to completion of installation, can take in excess of 12 to 24 months. This is due in part to the cost of our systems and the number of people within each healthcare facility involved in the purchasing decision and installation process. To initiate the selling process, the sales representative generally contacts the chief financial officer, chief pharmacy officer, chief information officer, chief nursing officer, director of pharmacy, director of nursing, director of information technology, director of materials management, or other decision makers, and actively engages with each group within the healthcare facility about the economic, safety, efficiency, and compliance benefits of our solutions relative to competing methods of managing medications or medical and surgical supplies. In addition, particularly with respect to certain of our European customers, we also may discuss the environmental, social, governance, or sustainability aspects of our products or services.

We contract with Group Purchasing Organizations (“GPOs”), each of which functions as a purchasing agent on behalf of member hospitals and other healthcare providers. Pursuant to the terms of GPO agreements, each member contracts directly with us and can purchase our products under pre-negotiated contract terms and pricing. These GPO contracts are typically for multiple years with options to renew or extend for up to two years and some of which can be terminated by either party at any time. Our current most significant GPO contracts include Vizient, Inc., Premier Inc., HealthTrust Purchasing Group, and Advocate Health Supply Chain Alliance. We also have a Federal Supply Schedule contract with the Department of Veterans Affairs (the “GSA Contract”), allowing the Department of Veterans Affairs, the Department of Defense, and other federal government customers to purchase our products. The accounts receivable balances are with individual members of the GPOs and federal agencies that purchase under the GSA Contract, and therefore no significant concentration of credit risk exists. During our fiscal year ended December 31, 2025, sales to members of the ten largest GPOs and federal agencies that purchase under the GSA Contract collectively accounted for approximately 61% of our total consolidated revenues.

We offer multi-year, non-cancelable lease payment terms to assist healthcare organizations in purchasing our systems by reducing their cash flow requirements in a lease structure. We sell a portion of our multi-year lease receivables to third-party leasing finance companies.

Our clinical and technical consulting team supports our sales force by working with our customers to identify potential solutions intended to help them achieve their desired outcomes. Our Professional Services team assists customers with the implementation of our solutions, including configuring our systems to address the specific needs of each individual customer. After the solutions are implemented, our Customer Success team provides remote and onsite experts who help our customers fully adopt and optimize utilization of our solutions in an effort to achieve their desired clinical and business outcomes.

We offer telephone and web-based technical support and issue resolution through our U.S.-based technical support centers. Our support centers are staffed 24 hours a day, 365 days a year. We have found that a majority of our customers’ service issues can be addressed by our support engineers either by phone or with remote diagnostic tools. In addition, our customers can enable access to allow us to remotely monitor system performance of certain products. Where applicable, this suite of support tools is designed to proactively monitor certain system statuses and can alert service personnel to potential problems to preempt system failure and reduce unplanned downtime. Our field engineers deliver on-site services for hardware-related issues and are deployed to customer sites based on solution expertise and geographic proximity to customers. Additional support to our service teams is provided by certified external partners as needed.

Manufacturing and Inventory

The manufacturing process for our automation products allows us to uniquely configure hardware and software to meet a wide variety of individual customer needs. The automation product manufacturing process consists primarily of the final assembly of components and testing of the completed product. Many of the sub-assemblies and components we use are provided by third-party contract manufacturers or other suppliers. The majority of these contract manufacturers and other suppliers are based in Asia and the Americas. We and our partners test these sub-assemblies and perform inspections to assure the quality and reliability of our products. While many components of our systems are standardized and available through multiple sources, certain components or subsystems are fabricated by a single supplier according to our specifications, schedules, and customer requirements, or are only available from limited sources. Our medication adherence product manufacturing process consists of fabrication and assembly of equipment and mechanized process manufacturing of consumables. Suppliers we rely on for raw materials in the production of our consumable medication packages are mostly from dual sourced geographies.

Our arrangements with contract manufacturers generally set forth quality, cost, and delivery requirements, as well as manufacturing process terms, such as continuity of supply, inventory management, capacity flexibility, quality and cost management, oversight of manufacturing, and conditions for the use of our intellectual property.

17

Table of Contents

Our operations organization procures components and schedules production based on the backlog of customer orders. Installation of equipment and software typically occurs anywhere between three weeks to 12 months after booking. Larger or more complex implementations such as software-enabled connected devices for Central Pharmacy, including, but not limited to, our Central Pharmacy Dispensing Service and IV Compounding Service, are often installed between 12 and 24 months after booking. We utilize our backlog to manage our installation, procurement, and production activities to help improve inventory turns, reduce inventory scrap, and manage shipping costs. Shipment of consumables typically occurs between one and four weeks after an order is received.

Competition

The markets in which we operate are intensely competitive. We compete directly with a number of companies in the hospital and health system solutions and outpatient pharmacy solutions markets, on the basis of many factors, including price, quality, customer outcome, return on investment, cost of operation, innovation, product features and capabilities, installation and service, reputation and brand recognition, size of installed base, range of services and solutions, distribution, and promotion. We expect continued and increased competition from current and future competitors in the markets in which we operate, and are affected by evolving and new technologies, changes in industry standards (including standards of care), and dynamic customer requirements.

Furthermore, the healthcare industry has experienced a significant degree of consolidation. This consolidation may require us to adapt how we market, sell, or distribute our products. Similarly, healthcare providers have consolidated to create larger healthcare delivery organizations. As market demands, government regulations, and societal pressures continue to cause the healthcare industry to evolve, it could result in further business consolidations and alliances among the industry participants with whom we engage and compete.

We believe our industry-leading medication management infrastructure products and services compare favorably with the offerings of our competitors, particularly with respect to the medication management outcomes that we have helped enable our customers to achieve across the continuum of care, from inpatient to outpatient, in each setting of care where medications are managed. We believe we have a strongly differentiated approach to medication management with an industry-leading medication management infrastructure which includes dispensing automation powered by an intelligence ecosystem, OmniSphere.

Intellectual Property and Proprietary Technology

We rely on a combination of patents, trademarks, copyright and trade secret laws, confidentiality procedures, contractual restrictions, and licensing arrangements to protect our intellectual property rights.

We pursue patent protection in the United States and foreign jurisdictions for technology that we believe to be proprietary and that may offer a potential competitive advantage for our products. Our issued patents expire on various dates between 2026 and 2043. We may seek to obtain additional United States and foreign patents on our technology.

Our product software is generally subject to copyright protection under applicable United States and foreign copyright laws. We have also obtained United States and certain foreign registrations of various trademarks, and we intend to seek and obtain additional registrations of our trademarks in the United States and foreign jurisdictions.

Trade secrets and other confidential information are also important to our business. We protect our trade secrets through a combination of contractual restrictions and confidentiality and licensing agreements.

Research and Development

Our research and development efforts start with collaborating with our customers. The insights we gain from this collaboration help us develop solutions that are designed to address the customer’s unmet needs and challenges. We continue to invest significantly in enhancing the value of our dispensing systems with the launch of Titan XT and continuous XT Series improvements through both hardware and software upgrades.

Additionally, we are making substantial investments to help our customers realize the industry-defined vision of the Autonomous Pharmacy. This includes focusing on OmniSphere, our cloud-based platform, and assisting customers in migrating from on-premise infrastructure to cloud infrastructure. We are also investing in further development of technology-enabled software and services.

Our robotic automation capabilities are also evolving as we work to enhance and develop new solutions and continuously improve existing automation. We have started the migration of our solutions to OmniSphere, our next generation, cloud native, software workflow engine and data platform. OmniSphere is designed to seamlessly integrate enterprise robotics and smart devices across the medication management continuum of care. The results of our research and development efforts

18

Table of Contents

are expected to drive the advancement of our cloud-based offerings and accelerate the realization of the industry-defined vision of the Autonomous Pharmacy.

Business under Government Contracts

A number of our U.S. government-owned or government-run hospital customers have signed five-year leases, with payment terms that are subject to one-year government budget funding cycles. Failure of any of our U.S. government customers to receive their annual funding could impair our ability to sell to these customers, or to collect payments on our existing unsold leases. Effective September 2021, the U.S. government mandated changes in its Federal Supply Schedule contract that resulted in our determination not to enter into future leases with U.S. government customers. Our existing leases with U.S. government customers are unaffected by this change. As such, our volume of U.S. government customer leases has declined over time and will likely cease in the future. In addition, under the terms of the Federal Supply Schedule contract, certain of our U.S. government customer contracts are terminable at the convenience of the applicable U.S. government customer. Furthermore, there are uncertainties and pressures surrounding the U.S. federal government’s budget and budgetary priorities, and funding of the U.S. federal government, as well as pressures on government expenditures. If any of our government-owned or government-run hospital customers decide to terminate their agreements early for any reason, we would not derive the expected financial benefits from any such customer. For additional information regarding these leases, see the risk factor captioned “Our U.S. government lease agreements are subject to annual budget funding cycles and mandated changes, which may affect our ability to recognize revenues and sell receivables based on such leases,” under Item 1A “Risk Factors”.

In addition, certain of our state or other municipal-run hospital customers may also be subject to annual funding cycles or have contracts that are terminable at the convenience of the applicable state or other municipal-run hospital customer. Should any of these customers not receive their annual funding or decide to terminate their agreements early for any reason, we would not derive the expected financial benefits from any such customer.

Financing Practices Relating to Working Capital

We assist healthcare facilities in financing their purchases of our systems by offering multi-year, non-cancelable lease payment terms. We will either sell the multi-year lease receivable to a third-party leasing finance company, or retain and service the lease receivable (similar to those leases associated with our SaaS and Expert Services, as described further below and as defined in Note 1, Organization and Summary of Significant Accounting Policies, Revenue Recognition, of the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K). Our decision on whether to sell or retain the lease receivable is based on our capital needs, liquidity, or other market conditions, which may be influenced by factors outside of our control.

As part of our SaaS and Expert Services offering, we provide equipment and software at the inception of the contract period, which is accounted for as a multi-year sales-type lease. These agreements are generally multi-year and non-cancellable. We typically retain these lease receivables for such SaaS and Expert Services in-house and service them for the duration of the associated service term.

For additional information regarding these financing activities, refer to Note 1, Organization and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.

19

Table of Contents

Product Backlog

Product backlog is the dollar amount of product bookings (as defined in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this Annual Report on Form 10-K) related to connected devices and software licenses that have not yet been recognized as revenue. A majority of our connected devices and software license products are installable and recognized as revenues within twelve months of booking. Larger or more complex implementations such as software-enabled connected devices for Central Pharmacy, including, but not limited to, our Central Pharmacy Dispensing Service and IV Compounding Service, are often installed and recognized as revenue between 12 and 24 months after booking. Due to industry practice that allows customers to change order configurations with limited advance notice prior to shipment and as customer installation schedules may change, backlog as of any particular date may not necessarily indicate the timing of future revenue. However, we do believe that backlog is an indication of a customer’s willingness to install our solutions and revenue we expect to generate over time. We consider backlog that is expected to be converted to revenues in more than twelve months to be long-term backlog. We believe a majority of long-term product backlog will be convertible into revenues in 12-24 months.

The table below further summarizes our product backlog:

December 31,

20252024

(In thousands)

Total product backlog$640,301 $646,440

By duration:

Short-term product backlog$435,151 $447,344

Long-term product backlog205,150 199,096

Environmental, Social, and Governance (“ESG”) Initiatives

We view Omnicell as a purpose-driven company with a social mission: Our goal of transforming pharmacy care across all settings of care through outcomes-centric innovation is designed to help healthcare facilities worldwide uncover cost savings, improve labor efficiency, enhance supply chain control, support compliance, and move closer to the industry-defined vision of the Autonomous Pharmacy. Our teams are motivated by knowing that our work to improve medication management across the continuum of care has a tangible, real-world impact on healthcare workers, patients, and communities.

We recognize that we are accountable not only to our customers and stockholders, but also to the global community. In April 2025, we published our 2024 ESG Report, which highlights our approach to being a corporate citizen and neighbor wherever we do business, and describes and updates our contributions and work towards finding a better way forward - for our people, business, customers and communities. We adhere to internationally-recognized Organisation for Economic Co-operation and Development guidance for the responsible sourcing of raw materials and continually work to enhance the sustainability attributes of our products and improve the sustainability of our designs. In addition, we seek to ensure access to high-quality, equitable, and integrated care for all patients worldwide. Furthermore, we are focused on creating a culture of care, engagement, and well-being for all of our employees.

There continues to be evolving and increasing expectations from customers, investors, employees and various regulators with respect to reducing and limiting greenhouse gas emissions and a focus on matters relating to ESG activities, which requires deliberate, conscientious efforts to effect change. As an organization, we have adopted a risk-management approach using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework to assess and reduce the impact of climate change on our business strategy and operations. We continually seek to innovate and improve our business practices as we strive to build “A Better Way.”

In 2024, we completed a double materiality assessment to serve as a strategic guide, providing a comprehensive overview of our potential impacts - both positive and negative - on society and the environment, as well as the financial implications of sustainability-related risks and opportunities on our business. Based on those results, we identified certain priority topics - greenhouse gas emissions & energy, circularity of products and services, responsible design of products, customer service and experience, talent recruitment, retention and development and supply chain due diligence. We developed goals and targets for the topics and have started work to address them.

More information on our ESG program is available on our corporate website, www.omnicell.com, under the “Company-ESG” tab. You may also find a copy of our 2024 ESG report under the same tab. We are not including the information contained on, or that can be accessed through, this website or that can be found in our 2024 ESG Report as part of, or incorporating it by reference into, this Annual Report on Form 10-K.

20

Table of Contents

Human Capital Management

As of December 31, 2025, we had approximately 3,580 employees worldwide (with approximately 3,140 located in either the United States or Canada), excluding individuals who are classified as temporary or contractors.

We continue to embed a Culture of Care and One Team mindset within Omnicell. One way we foster our culture is through listening to our employees’ voices. We administer an annual employee engagement survey (“OmniVoices Engagement Survey”) using an external third-party platform. The purpose is to gain employee feedback and take action building on engagement and driving results. For 2025, we achieved an overall employee satisfaction score of 74, which was a one point improvement year over year. We believe that our ongoing investment in strengthening employee engagement, along with our commitment to acting on employee feedback, contributed to this year over year improvement in our employee satisfaction score.

We believe a highly engaged group of employees leads to two-way dialogue between leaders and employees, and provides practical tools that will foster better collaboration and a One Team mindset.

Compensation and Benefits

•We embrace a strong pay-for-performance total rewards philosophy that we believe is competitive, performance-based, and cost-effective. We offer employees market-competitive pay and a comprehensive benefits package.

•Our bonus program is designed to incentivize our employees to focus on work that will further the delivery of our annual priorities.

•We offer reward and recognition programs that embed our guiding principles into our Culture of Care and everything we do, allowing for peer-to-peer recognition and motivating our employees to continually work to advance our promise, our purpose, and our guiding principles.

•Our quarterly performance review process is designed to enable our talent to reach their optimum levels of contribution to Omnicell’s business strategies, facilitates regular employee feedback, and supports our pay-for-performance philosophy.

Health and Wellness

•We continue to combat rising healthcare costs by investing in our programs and offering a comprehensive wellness program designed to promote a healthy lifestyle, including on-site gym facilities, lifestyle spending rewards, on-site bio-metric screening, and employee assistance/health coaching. In addition to making physical health a priority, we offer mental health counseling and resources, financial coaching, and Virtual Health services (i.e., video/telephone health services).

Employee Development

•Our Organizational Development function supports talent development and retention through diverse learning experiences that are intended to help employees achieve their full potential. We offer consistent career growth opportunities across roles, functions, and locations. Engagement scores for growth and career path, both above industry benchmarks as measured by OmniVoices, demonstrate our commitment to employee development.

•Our approach to employee development is designed to enable our Enterprise Strategy by unlocking the potential of our people. In 2025, we continued core programs such as 360 Development Cohorts for People Leaders, Career Development Workshops, and the Elevate Learning Library in Omnicell University, which provides learning resources for all employees. We also scaled the Lead Program to strengthen strategic leadership capabilities through our Leadership Imperatives, supporting an exceptional employee experience and workplace culture. To embed continuous learning, we convened a cross-functional working group of training professionals to define a common set of modern learning principles, creating a more cohesive and accessible learning experience across all employee touchpoints.

•In 2025, we continued to develop our Senior Leadership Talent Review and Succession Process, which facilitates cross-functional identification of top talent, succession planning, and individual development planning. We utilized this process to enhance our leadership profile by assessing talent against the Leadership Imperatives and created Success Profiles for Senior Leadership roles. This is expected to lead to more accurate top talent identification and targeted successor development plans in an effort to accelerate readiness for critical roles. As a result of the process, the Senior Leadership team was able to have a holistic view of the talent landscape and create a Talent Action plan.

•We continue to align our Leadership Development offerings with our Talent Philosophy, which emphasizes performance, accountability, transparency, differentiation, and development. In 2025, we advanced several initiatives

21

Table of Contents

to strengthen leadership capability at all levels. This included Development Circles, a six-month program for select vice presidents, senior directors and directors that fosters peer learning, career visibility, and exposure to senior leadership. We included a more condensed version to senior managers. In addition, we delivered targeted leadership programs such as Leader as Coach workshops, and Visual Storytelling, which is available to all employees, along with High-Stakes Communication for senior leaders. These offerings are supported by on-demand resources in Omnicell University and integrated into the performance review process.

Recruiting and Retention

•Omnicell continues to advance talent acquisition into a strategic talent partnership function. Our focus is on delivering workforce insights and counsel to business leaders, enabling informed decisions on workforce planning and development. This approach positions talent as a key driver of organizational growth and innovation.

•We have embedded talent acquisition within business operations to anticipate future workforce needs and align hiring strategies with enterprise objectives. Our goal is to attract and win the right talent, individuals whose skills and values align with Omnicell’s long-term vision. To achieve this, we are transitioning to a skills-based hiring culture supported by structured interviewing practices that improve consistency, fairness, and predictability of performance.

•Key initiatives include:

◦Workforce Strategy: Targeted hiring for critical roles in priority markets to support growth objectives

◦Skills-Based Hiring: Adoption of competency frameworks and structured interviews to assess capabilities beyond traditional credentials

◦Digital Platforms: Expanded use of AI-driven recruiting tools, social media, and university partnerships to build a diverse, future-ready talent pipeline

◦Employer Brand: Leveraging our Employee Value Proposition, candidate personas, and message mapping to ensure targeted outreach and engagement with high-caliber candidates aligned with industry dynamics

•Candidate experience remains a priority. We treat candidates as customers, ensuring a respectful and engaging process that strengthens our reputation and builds long-term relationships.

•Operational enhancements have streamlined hiring processes, improved decision-making speed, and increased recruiter capacity for strategic work. These actions position Omnicell to compete effectively for top talent and support sustainable growth.

•We are a work environment that is welcoming and engaging for every employee regardless of age, religion, race, ethnic origin, gender identification, sexual orientation, veteran status, or disability.

Available Information

We file reports and other information with, and furnish reports and other information to, the United States Securities and Exchange Commission (“SEC”) including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and Proxy or Information Statements. Those reports and statements as well as all amendments to those documents filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available: (1) at the SEC’s Internet site (www.sec.gov) and (2) free of charge through our investor relations website, under the heading “Financials,” as soon as reasonably practicable after electronic filing with, or furnishing to, the SEC. Our website address is www.omnicell.com and our investor relations website is located at ir.omnicell.com.

22

Table of Contents

Information About Our Executive Officers

The following table sets forth certain information about our executive officers as of the date of this Annual Report on Form 10-K:

NameAgePosition

Randall A. Lipps68President, Chief Executive Officer, and Chairman of the Board of Directors

Baird Radford55Executive Vice President and Chief Financial Officer

Nnamdi Njoku
49Executive Vice President and Chief Operating Officer

Corey J. Manley48Executive Vice President and Chief Legal and Administrative Officer

Randall A. Lipps was named Chief Executive Officer and President of Omnicell in October 2002. Mr. Lipps has served as Chairman of the Board and a Director of Omnicell since founding Omnicell in September 1992. Mr. Lipps received both a B.S. in economics and a B.B.A. from Southern Methodist University.

Baird Radford joined Omnicell in August 2025 as Executive Vice President and Chief Financial Officer. Prior to joining Omnicell, Mr. Radford served as Chief Financial Officer of Allakos, Inc., a biotech company developing monoclonal antibodies for individuals with chronic conditions, from April 2021 to May 2025. From January 2020 to February 2021, Mr. Radford served as Senior Vice President of Finance of Aimmune Therapeutics Inc., a biopharmaceutical company, exiting following the acquisition of the company by Nestle Health Science. From July 2014 to January 2020, Mr. Radford served as Chief Financial Officer of HeartFlow, Inc., a commercial-stage software services company using artificial intelligence for diagnosing and managing coronary artery disease. Prior to HeartFlow, Mr. Radford served as Vice President of Finance at Intuitive Surgical, Inc. and held various roles at eBay Inc., including Vice President of European Finance as well as Vice President Corporate Controller and Chief Accounting Officer. Mr. Radford began his professional career in the audit practice of PricewaterhouseCoopers after receiving his Bachelor of Business Administration degree from Ohio University.

Nnamdi Njoku joined Omnicell in October 2024 as Executive Vice President and Chief Operating Officer. Prior to joining Omnicell, Mr. Njoku served as President – Sports Medicine, Surgical, Upper Extremities and Restorative Therapies of Zimmer Biomet Holdings, Inc., a global medical technology leader, from March 2023 to September 2024. From April 2022 to March 2023, Mr. Njoku served as Senior Vice President & President – Neuromodulation at Medtronic, Inc., a subsidiary of Medtronic plc, a leading global healthcare technology company (“Medtronic”). Prior to that, he served as President – Mechanical Circulatory Support from August 2019 to March 2022, as Vice President & General Manager – Transformative Solutions from February 2018 to August 2019 and as Vice President, Surgical Synergy from September 2017 to October 2018 at Medtronic. From August 2005 to August 2017, Mr. Njoku held executive operational roles of increasing responsibility at Medtronic. Prior to Medtronic, Mr. Njoku served in operational roles of increasing responsibility at UnitedHealth Group and Deloitte Consulting. Mr. Njoku received a Bachelor of Arts degree in business administration from the University of St. Thomas and an MBA from Cornell University.

Corey J. Manley joined Omnicell in April 2021 as Vice President and General Counsel. In May 2022, Mr. Manley was named Senior Vice President and Chief Legal Officer. Subsequently, in June 2023, Mr. Manley was named Executive Vice President and Chief Legal and Administrative Officer. Prior to joining Omnicell, he was Chief Legal Officer, Corporate Secretary, and Chief Compliance Officer with BFS Capital, Inc., a global fintech company, from April 2018 to April 2021. From August 2014 until April 2018, Mr. Manley was a partner in the law firm of Duane Morris LLP and prior to that he was a partner in the law firm of Kirkland & Ellis LLP from November 2009 until August 2014. Mr. Manley holds a J.D. from the University of Notre Dame Law School and a B.S. in mechanical engineering from Purdue University.