OSIS Form 4: Performance RSUs Issued, Tax Withholding Net Settlement Reduces Holdings

Rhea-AI Filing Summary

Paul Morben, President of the Optoelectronics Division at OSI Systems, reported changes in his beneficial ownership on Form 4. On 08/26/2025 he was issued 1,270 RSUs that are performance-based at a per-share reference price of $225.19, and 1,594 shares were surrendered pursuant to a net settlement to cover tax withholding (no shares were sold). Following these transactions his reported beneficial ownership moved from 12,014 shares to 10,420. The filing is signed 08/28/2025.

Positive

• 1,270 performance-based RSUs issued, which aligns executive compensation with long-term performance
• No open-market sales were reported; shares surrendered were for tax withholding only

Negative

• Beneficial ownership decreased by 1,594 shares due to net settlement for tax withholding
• Reported shares outstanding for the reporting person fell from 12,014 to 10,420 following the transactions

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.

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

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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^*

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.

FAQ

What transactions did Paul Morben report for OSIS on Form 4?

He reported being issued 1,270 performance-based RSUs and the net settlement disposition of 1,594 shares to cover tax withholding on 08/26/2025.

Did the Form 4 show any open-market sales of OSI Systems (OSIS) stock by the reporting person?

No. The filing explicitly states no shares were sold; the 1,594-share disposition was a net settlement for taxes.

How did these transactions change the reporting person's ownership in OSIS?

Beneficial ownership moved from 12,014 shares to 10,420 shares after the reported transactions.

What is the per-share price referenced in the Form 4 for these transactions?

The filing lists a per-share reference price of $225.19 for the reported RSU issuance and net settlement.

What is Paul Morben's role at OSI Systems per the Form 4?

He is disclosed as President, Optoelectronics Division and is an officer of the company.