Form 4: Victor Sze Vesting and Net Settlement at $225.19 Per Share

Rhea-AI Filing Summary

Victor S. Sze, General Counsel of OSI Systems, reported equity changes on 08/26/2025 related to compensation awards. He received 22,449 restricted stock units that vested under performance-based terms and, through a net settlement to cover taxes, 20,118 shares were tendered (not sold) at an indicated price of $225.19 per share. After these transactions he directly beneficially owns 87,174 shares and indirectly holds 5,639 shares through a trust, for total reported beneficial ownership shown on the form. The filing is a routine Section 16 disclosure documenting compensation vesting and tax withholding by tendered shares.

Positive

• 22,449 RSUs vested, indicating compensation tied to performance metrics
• No open-market sale reported; shares were tendered solely for tax withholding via net settlement

Negative

• 20,118 shares tendered reduced direct share count, lowering reported direct ownership from 107,292 to 87,174

Insights

Corporate Governance Expert

TL;DR: Routine insider disclosure showing performance-based RSU vesting and tax withholding via net settlement; no sale proceeds reported.

The Form 4 documents compensation-related equity vesting: 22,449 RSUs vested and 20,118 shares were tendered to satisfy tax withholding under a net settlement rather than being sold on the open market. This maintains executive alignment with shareholders by converting compensation into equity while minimizing dilution from a company perspective. The reporting person retains direct ownership of 87,174 shares and indirect ownership of 5,639 shares through a trust. These are standard practices for executive compensation and tax compliance and do not indicate portfolio rebalancing or monetization activities.

Securities Compliance Analyst

TL;DR: Filing is a routine Section 16 disclosure reflecting vested RSUs and a net settlement for tax withholding; no insider selling was reported.

The transaction codes and footnotes clarify that the RSUs were performance-based and that shares were tendered to cover withholding obligations (net settlement), explicitly noting that no shares were sold. The filing is properly signed and dated 08/28/2025 and lists the reporter as an officer (General Counsel). From a compliance perspective the disclosure appears complete for the reported events, with direct and indirect holdings disclosed and explanatory footnotes provided.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SZE VICTOR S

(Last) (First) (Middle)

12525 CHADRON AVE

(Street)

HAWTHORNE CA 90250

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OSI SYSTEMS INC [ OSIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/26/2025		A		22,449(1)	A	$225.19	107,292	D
Common Stock	08/26/2025		F		20,118(2)	D	$225.19	87,174	D
Common Stock								5,639	I	Please see footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. RSUs are issued pursuant to performance based vesting.

2. Pursuant to a net settlement, shares of stock were tendered to pay for the tax withholding. No shares of stock were sold.

3. Victor So-Mien Sze & Angela Hsin-Chi Hsu Co-ttee Sze Trust U/T/A DTD 11/25/2014

	/s/ Victor Sze	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did OSIS insider Victor Sze report on Form 4?

The Form 4 reports 22,449 RSUs vested and a net settlement where 20,118 shares were tendered to cover tax withholding; the transactions were dated 08/26/2025.

Did Victor Sze sell any OSIS shares on the open market?

No. The filing states shares were tendered to pay taxes (net settlement) and explicitly notes that no shares were sold.

How many OSIS shares does Victor Sze beneficially own after the reported transactions?

He directly beneficially owns 87,174 shares and indirectly owns 5,639 shares through a trust, per the Form 4.

Are the vested RSUs performance-based?

Yes. Footnote (1) on the Form 4 indicates the RSUs are issued pursuant to performance-based vesting.

What price is shown on the Form 4 for these transactions?

The Form 4 lists a price of $225.19 per share associated with the reported awards/settlement.