OSI Systems raises capital via $500M 0.50% senior convertible notes

Rhea-AI Filing Summary

OSI Systems, Inc. reported issuing $500,000,000 aggregate principal amount of 0.50% Convertible Senior Notes due 2031 in a private offering. The notes are senior, unsecured obligations, pay 0.50% interest semi-annually starting August 1, 2026, and mature on February 1, 2031 unless earlier repurchased, redeemed, or converted.

The initial conversion rate is 2.8263 shares of common stock per $1,000 principal amount, equal to an initial conversion price of about $353.82 per share, subject to customary adjustments and potential increases upon certain make-whole events. The company may settle conversions in cash or in a combination of cash and stock. A related disclosure states that, based on an initial maximum conversion rate of 3.7448 shares per $1,000, up to 2,153,260 shares of common stock may initially be issuable upon conversion.

OSI Systems granted initial purchasers an option to buy up to an additional $75,000,000 principal amount of notes. The notes include standard redemption, fundamental change repurchase, and event-of-default provisions, and were sold under Section 4(a)(2) and Rule 144A to qualified institutional buyers, with any conversion shares relying on Section 3(a)(9).

Insights

Convertible debt and capital structure analyst

OSI Systems added $500M of low-coupon convertible debt with potential equity dilution.

OSI Systems has issued $500,000,000 of senior unsecured convertible notes bearing a low 0.50% coupon and maturing in 2031. This structure provides sizeable long-dated funding while keeping current interest expense modest compared with typical unsecured debt.

The notes are initially convertible at 2.8263 shares per $1,000, implying a conversion price of about $353.82 per share, which sits well above the conversion price typical of straight equity issuance. A separate disclosure indicates that, using an initial maximum conversion rate of 3.7448 shares per $1,000, up to 2,153,260 shares may be issuable if conversion terms are fully met, pointing to potential equity dilution depending on future share price and conversion behavior.

Redemption is allowed from February 6, 2029 if trading and price conditions are satisfied, giving the company flexibility to manage this obligation if the stock trades strongly. Fundamental change and event-of-default provisions, including cross-default at $70,000,000 of other indebtedness, align with standard institutional convertible terms. The notes were privately placed under Section 4(a)(2) and Rule 144A, so additional details on use of proceeds or subsequent conversions would typically appear in later company disclosures.

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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 20, 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 1.01 Entry Into or Amendment of a Material Definitive Agreement.

On November 20, 2025, OSI Systems, Inc. (the “Company”) issued $500,000,000 aggregate principal amount of its 0.50% Convertible Senior Notes due 2031 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of November 20, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $75,000,000 aggregate principal amount of Notes.

The Notes will be the Company’s senior, unsecured obligations and will be (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness, including its outstanding 2.25% Convertible Senior Notes due 2029; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

The Notes will accrue interest at a rate of 0.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2026. The Notes will mature on February 1, 2031, unless earlier repurchased, redeemed or converted. Before November 1, 2030, noteholders will have the right to convert their Notes only upon the occurrence of certain events. From and after November 1, 2030, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will have the right to elect to settle conversions either entirely in cash or in a combination of cash and shares of its common stock. The kind and amount of consideration due upon conversion will be determined based on the conversion value of the Notes, measured proportionately for each trading day in an “Observation Period” (as defined in the Indenture) consisting of 40 consecutive trading days, and settled following the completion of that Observation Period. The consideration due in respect of each trading day in the Observation Period will consist of cash, up to at least the proportional amount of the principal amount being converted, and any excess of the proportional conversion value for that trading day that will not be settled in cash will be settled in shares of the Company’s common stock. The initial conversion rate is 2.8263 shares of the Company’s common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $353.82 per share of the Company’s common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on or after February 6, 2029 and before the 41st scheduled trading day immediately before the maturity date, but only if (i) the notes are “Freely Tradable” (as defined in the Indenture), and all accrued and unpaid additional interest, if any, has been paid in full, as of the date the Company sends the related redemption notice; and (ii) the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends such redemption notice; and (2) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to, another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $70,000,000; and (vi) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 365 days at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.

The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and the form of the certificate representing the Notes are filed as exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.

Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

 Item 3.02 Unregistered Sales of Equity Securities.

 The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company’s common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 2,153,260 shares of the Company’s common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 3.7448 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 4.1:	Indenture dated as of November 20, 2025 between OSI Systems, Inc. and U.S. Bank Trust Company, National Association, as trustee
Exhibit 4.2:	Form of certificate representing the 0.50% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1)
Exhibit 104:	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit Number		Description
4.1		Indenture dated as of November 20, 2025 between OSI Systems, Inc. and U.S. Bank Trust Company, National Association, as trustee
4.2		Form of certificate representing the 0.50% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1)
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 20, 2025
	By:	/s/ Alan Edrick
		Alan Edrick
		Executive Vice President and Chief Financial Officer

FAQ

What type of securities did OSI Systems (OSIS) issue in this 8-K?

OSI Systems issued $500,000,000 aggregate principal amount of 0.50% Convertible Senior Notes due 2031. These are senior, unsecured obligations that can be converted into common stock under specified conditions.

What are the key terms of OSI Systems' 0.50% Convertible Senior Notes due 2031?

The notes pay 0.50% interest per year, payable semi-annually on February 1 and August 1 starting August 1, 2026, and mature on February 1, 2031, unless earlier repurchased, redeemed, or converted.

What is the conversion rate and implied conversion price for OSI Systems' new notes?

The initial conversion rate is 2.8263 shares of common stock per $1,000 principal amount, which equals an initial conversion price of approximately $353.82 per share, subject to customary adjustments and potential increases in certain make-whole situations.

How many OSI Systems shares could be issued upon conversion of the notes?

The disclosure states that, based on an initial maximum conversion rate of 3.7448 shares per $1,000 principal amount, up to 2,153,260 shares of common stock may initially be issuable upon conversion of the notes.

Did OSI Systems grant any option for additional note purchases?

Yes. OSI Systems granted the initial purchasers an option to buy up to an additional $75,000,000 aggregate principal amount of the notes for settlement within 13 days from the initial issuance date.

How were OSI Systems' convertible notes offered and who can buy them?

The notes were issued in a private transaction relying on Section 4(a)(2) of the Securities Act and resold by the initial purchasers to persons believed to be qualified institutional buyers under Rule 144A. Any shares issued upon conversion rely on Section 3(a)(9).

What redemption and fundamental change protections apply to OSI Systems' notes?

The notes are redeemable at OSI Systems' option on or after February 6, 2029 if price and trading conditions are met, and holders can require repurchase at par plus interest upon certain Fundamental Change events such as specified business combinations or de-listings.