[8-K] OSI SYSTEMS INC Reports Material Event

Rhea-AI Filing Summary

OSI Systems, Inc. reported that it has launched a proposed private offering of Convertible Senior Notes due 2031 to qualified institutional buyers under Rule 144A of the Securities Act of 1933. These notes are a form of debt that can potentially be converted into shares of OSI Systems common stock, although specific terms such as interest rate, conversion price, and principal amount are not included in this disclosure. The company announced the transaction through a press release, which is attached as an exhibit and incorporated by reference, while clarifying that this report and the press release do not constitute an offer to sell or a solicitation of an offer to buy the notes or any common stock issuable upon conversion.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 17, 2025

OSI SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	000-23125	33-0238801
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NUMBER)	(IRS EMPLOYER IDENTIFICATION NO.)

12525 CHADRON AVENUE
HAWTHORNE, CA 90250

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(310) 978-0516
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		OSIS		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ¨ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨ 

Item 8.01  Other Events.

On November 17, 2025, OSI Systems, Inc. (the “Company”) issued a press release relating to its proposed private offering of Convertible Senior Notes due 2031 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached hereto as Exhibit 99.1 and is also incorporated herein by reference.

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s common stock, if any, issuable upon conversion of the Notes.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1:	Press Release of OSI Systems, Inc. dated November 17, 2025.
Exhibit 104:	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release of OSI Systems, Inc. dated November 17, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OSI SYSTEMS, INC.
Date: November 17, 2025
	By:		/s/ Alan Edrick
			Alan Edrick
			Executive Vice President and Chief Financial Officer

FAQ

What did OSI Systems (OSIS) announce in this Form 8-K?

OSI Systems announced a proposed private offering of Convertible Senior Notes due 2031 to qualified institutional buyers under Rule 144A. The company disclosed this via a press release that is attached as an exhibit and incorporated by reference.

What type of securities is OSI Systems (OSIS) planning to offer?

The company is planning to offer Convertible Senior Notes due 2031. These are senior debt securities that may be convertible into shares of OSI Systems common stock, based on terms described in the related press release.

Is OSI Systems’ convertible notes transaction a public offering?

No. The notes are being offered in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, rather than through a public registered offering.

Does this Form 8-K or the press release constitute an offer to sell the notes?

No. OSI Systems states that neither the Form 8-K nor the press release is an offer to sell or a solicitation of an offer to buy the notes or the shares of common stock, if any, issuable upon conversion of the notes.

Where can investors find more details about OSI Systems’ proposed notes offering?

More details are contained in Exhibit 99.1, the press release of OSI Systems, Inc. dated November 17, 2025, which is attached to the report and incorporated by reference.

What stock exchange lists OSI Systems (OSIS) common stock?

OSI Systems’ common stock, par value $0.001 per share, trades under the symbol OSIS on The Nasdaq Global Select Market.