OSI Systems announces private 0.50% convertible notes offering to institutions

Rhea-AI Filing Summary

OSI Systems, Inc. (OSIS) reported that it has priced a private offering of 0.50% Convertible Senior Notes due 2031 to qualified institutional buyers under Rule 144A. These notes are a form of debt that pays a low interest rate and can later be converted into shares of OSI Systems common stock, which may increase the share count over time if holders choose to convert. The company emphasized that this report and the related press release are not an offer to sell the notes or the common stock issuable upon conversion.

Insights

Capital structure and convertible securities analyst

OSI Systems is adding long-term convertible debt through a private 0.50% note.

OSI Systems is issuing 0.50% Convertible Senior Notes due 2031 in a private offering to qualified institutional buyers under Rule 144A. Convertible senior notes sit high in the capital structure as debt but give investors the option to convert into equity, typically at a preset conversion price, which ties the value of the notes to the company’s stock performance.

Because the transaction is structured as a private Rule 144A offering, it targets institutional buyers rather than the general public and follows a relatively streamlined process. The notes are due in 2031, which indicates a long-dated maturity and suggests a focus on longer-term financing. The low 0.50% coupon implies relatively inexpensive interest cost compared with many traditional debt instruments, though the precise economics depend on the undisclosed size and conversion terms.

The notes are convertible into OSI Systems common stock, so future conversions could increase the share count and reduce earnings per share. Actual dilution will depend on the stock price path and whether investors elect to convert instead of holding the notes to maturity or redemption. The company also clarifies that neither this report nor the press release constitutes an offer to sell the notes or the related common stock, underscoring that this is a private capital markets transaction rather than a public equity issuance.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 the pricing of its private offering of 0.50% 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 18, 2025
	By:	/s/ Alan Edrick
		Alan Edrick
		Executive Vice President and Chief Financial Officer

FAQ

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

OSI Systems announced the pricing of a private offering of 0.50% Convertible Senior Notes due 2031 to qualified institutional buyers under Rule 144A.

What type of securities is OSI Systems (OSIS) offering?

OSI Systems is offering 0.50% Convertible Senior Notes due 2031, which are debt securities that can be converted into shares of the company’s common stock.

Who can buy the new OSI Systems 0.50% Convertible Senior Notes due 2031?

The notes are being sold in a private offering only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.

Does this OSI Systems 8-K filing constitute an offer to sell the notes or stock?

No. OSI Systems states that neither this report nor the related press release is an offer to sell or a solicitation to buy the notes or the common stock issuable upon conversion.

When do the new OSI Systems convertible notes mature?

The newly announced OSI Systems convertible notes are described as 0.50% Convertible Senior Notes due 2031, meaning they mature in 2031 unless converted or otherwise settled earlier under their terms.

How could the OSI Systems convertible notes affect common shareholders?

Because the notes are convertible into common stock, future conversions could increase the number of outstanding shares, which may dilute existing shareholders’ ownership percentages.