OSI Systems exec gets 1,270-share stock award

OSI Systems executive Paul Keith Morben, President of the Optoelectronics Division, reported a grant of 1,270 shares of common stock at $225.19 per share and a tax-withholding disposition of 1,594 shares via net settlement.

Rhea-AI Filing Summary

OSI Systems executive Paul Keith Morben, President of the Optoelectronics Division, reported a grant of 1,270 shares of common stock at $225.19 per share and a tax-withholding disposition of 1,594 shares via net settlement. No shares were sold, and he now holds 10,420 common shares directly.

Insights

Financial Analyst

TL;DR: Insider received performance RSUs and used shares to satisfy tax withholding; transactions are routine and not market-moving.

The grant of 1,270 performance-based restricted stock units increases potential long-term alignment with shareholders if performance conditions are met. The net settlement disposing of 1,594 shares to cover taxes reduced his direct holdings to 10,420 shares; the filing notes explicitly that no shares were sold in open market sales. For investors, these are compensation-related transactions rather than liquidity-driven dispositions, suggesting retention incentives rather than cash-out behavior.

Corporate Governance Expert

TL;DR: Compensation mechanics documented; disclosure is clear and follows Section 16 reporting norms.

The Form 4 shows standard executive compensation settlement mechanics: performance-based RSU issuance and net share settlement for tax withholding. The reporting person is an officer and disclosed his role. The explicit explanation that shares were tendered for taxes and not sold helps avoid misinterpretation of insider selling. No governance or compliance concerns are evident from the disclosed entries.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Morben Paul Keith

Role PRES., OPTOELECTRONICS DIV

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,270	$225.19	$286K
Exercise Price or Tax Liability	Common Stock	1,594	$225.19	$359K

Holdings After Transaction: Common Stock — 10,420 shares (Direct)

Footnotes (2)

1. F1. RSUs are issued pursuant to performance based vestings.
2. F2. Pursuant to a net settlement, shares of stock were tendered to pay for the tax withholding. No shares of stock were sold.

Key Figures

Stock award shares: 1,270 shares Tax-withholding shares: 1,594 shares Transaction price: $225.19 per share +1 more

4 metrics

Stock award shares 1,270 shares Common stock granted to Paul Keith Morben on 2025-08-26

Tax-withholding shares 1,594 shares Shares tendered via net settlement to satisfy tax withholding on 2025-08-26

Transaction price $225.19 per share Valuation used for both the grant and tax-withholding disposition

Post-transaction holdings 10,420 shares Direct common stock held by Paul Keith Morben after the reported transactions

Key Terms

RSUs, net settlement, tax withholding, performance based vestings

4 terms

RSUs financial

"RSUs are issued pursuant to performance based vestings."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

net settlement financial

"Pursuant to a net settlement, shares of stock were tendered to pay for the tax withholding."

tax withholding financial

"shares of stock were tendered to pay for the tax withholding. No shares of stock were sold."

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

performance based vestings financial

"RSUs are issued pursuant to performance based vestings."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did OSIS executive Paul Keith Morben report?

Paul Keith Morben reported a grant of 1,270 OSI Systems common shares at $225.19 per share and a tax-withholding disposition of 1,594 shares via net settlement, with 10,420 shares held directly after these transactions.

Did the OSIS insider sell any shares in this Form 4 filing?

No shares were sold. Instead, 1,594 OSI Systems shares were tendered in a net settlement to satisfy tax withholding obligations, as noted in the footnote, while a 1,270-share grant of common stock was recorded on the same date.

How many OSIS shares does Paul Keith Morben own after the reported transactions?

After the reported grant and tax-withholding disposition, Paul Keith Morben directly holds 10,420 shares of OSI Systems common stock, according to the canonical post-transaction holdings disclosed alongside this Form 4 insider transaction report.

At what price were the OSIS Form 4 transactions valued?

Both the 1,270-share grant and the 1,594-share tax-withholding disposition in OSI Systems common stock were valued at $225.19 per share, providing a consistent reference price for the August 26, 2025 insider equity transactions.

What is the nature of the OSIS RSUs mentioned in the Form 4 footnotes?

The footnotes state that RSUs are issued pursuant to performance based vestings. This indicates that OSI Systems grants restricted stock units that vest when specified performance conditions are met, with some shares used to cover related tax withholding.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/28/2025 - 09:00 PM Learn about SEC filing dates

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^*

Morben Paul Keith

(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)
	PRES., OPTOELECTRONICS DIV

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		1,270(1)	A	$225.19	12,014	D
Common Stock	08/26/2025		F		1,594(2)	D	$225.19	10,420	D

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 vestings.

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

	/s/ Paul Morben	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.