OSI Systems Form 4: General Counsel adds 6.5k performance RSUs

Rhea-AI Filing Summary

OSI Systems Inc. (OSIS) – Form 4 insider transaction

• Reporting person: Victor S. Sze, General Counsel.
• Transaction date: 08/01/2025.
• Type: Code A (acquisition) – grant of 6,490 restricted stock units (RSUs) under the Amended & Restated 2012 Incentive Award Plan; vesting tied to performance targets.
• Price shown: $219.57 per share (informational value reported by issuer).
• Post-transaction ownership: 84,843 common shares held directly; 5,639 shares held indirectly through the Victor So-Mien Sze & Angela Hsin-Chi Hsu Trust.
• Net change: Direct holdings increased by 6,490 shares (≈8.3% of new direct total).
• No derivative security activity reported.

The filing signals a larger equity stake by a C-suite officer, aligning management incentives with shareholders. Because the grant is performance-based, value realization depends on meeting preset targets.

Positive

• Insider ownership increase: 6,490 RSUs raise the General Counsel’s direct stake to 84,843 shares, enhancing alignment with shareholders.
• Performance-linked grant: Vesting conditioned on targets supports a robust pay-for-performance framework and limits unconditional dilution.

Negative

• None.

Insights

Equity Analyst

TL;DR: General Counsel awarded 6,490 RSUs, lifting direct stake to 84.8k; modestly positive alignment signal.

The acquisition increases Mr. Sze’s direct ownership to roughly US$18.6 million (84,843 × $219.57). Performance-conditioned RSUs indicate retention and incentive alignment rather than open-market buying, so cash outlay is zero. Still, greater skin-in-the-game from a senior legal executive marginally improves governance optics and reduces agency risk. No immediate cash-flow or EPS impact, but insider accumulation is typically viewed constructively by long-term investors.

Corporate Governance Specialist

TL;DR: Performance-based equity grant strengthens pay-for-performance structure; low governance risk.

Granting RSUs tied to specific targets reinforces OSI Systems’ incentive architecture. Because awards vest only upon goal achievement, dilution is contingent and capped. The filing discloses indirect holdings via a family trust, maintaining transparency. No red flags such as option backdating, repricing, or unexplained disposals appear. Overall impact is positive but not transformative, consistent with routine annual LTI grants at similar mid-cap tech-industrial firms.

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
Estimated average burden
hours per response:			0.5

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)
08/01/2025

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	08/01/2025		A		6,490(1)	A	$219.57	84,843	D
Common Stock								5,639	I	Please see footnote(2)

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. Shares are restricted stock units issued to the Reporting Person pursuant to the OSI Systems, Inc. Amended and Restated 2012 Incentive Award Plan. Vesting and amount of shares are subject to achievement of performance targets.

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

	/s/ Victor Sze	08/05/2025
	** 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 did OSIS insider Victor S. Sze report on Form 4?

He acquired 6,490 restricted stock units on 08/01/2025 under the company’s incentive plan.

How many OSIS shares does Victor S. Sze now own?

After the grant he holds 84,843 shares directly and 5,639 shares indirectly via a trust.

Was the transaction an open-market purchase?

No. It was a Code A acquisition—an equity award, not a market buy.

Are the RSUs immediately vested?

No. Vesting and share count depend on achievement of performance targets specified in the plan.

Did the filing disclose any option exercises or sales?

No derivative security activity and no sales were reported in this Form 4.