OSI Systems Exec Adds 1.1K Shares via Performance RSU Grant

Rhea-AI Filing Summary

OSI Systems (OSIS) President of Optoelectronics Division Paul K. Morben filed a Form 4 on 08/05/2025 disclosing receipt of 1,139 restricted stock units (RSUs) under the company’s 2012 Incentive Award Plan. The transaction is coded “A” (acquisition), carries a reference price of $219.57 per share and is subject to performance-based vesting. No shares were sold and no derivative securities were involved.

After the award, Morben’s direct beneficial ownership increases to 11,003 common shares. The filing reflects routine equity compensation designed to align management incentives with shareholder value rather than a cash purchase in the open market.

Positive

• Insider ownership rises by 1,139 shares, aligning executive incentives with shareholder value.
• Performance-based vesting ties compensation to operating results, supporting pay-for-performance principles.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU grant; minor positive signal of management alignment, limited market impact.

The award marginally boosts insider ownership but stems from the existing incentive plan rather than discretionary buying. No dilution or cash outflow occurs, and the 11k-share stake remains immaterial versus OSIS’s ~17 m share count. Investors may view ongoing equity-based compensation as standard practice; hence price impact should be negligible.

Corporate Governance Expert

TL;DR: Standard Section 16 filing; supports pay-for-performance framework, neutral governance impact.

The RSUs are contingent on performance targets, consistent with best-practice incentive structures. Absence of sales avoids negative optics. However, the grant size is modest and does not materially alter ownership concentration or control dynamics, keeping governance risk unchanged.

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)
08/01/2025

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	08/05/2025		A		1,139(1)	A	$219.57	11,003	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. 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.

	/s/ Paul Morben	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

How many OSIS shares did Paul Morben acquire?

He received 1,139 restricted stock units on 08/05/2025.

What is Morben’s total OSIS ownership after the transaction?

His direct beneficial ownership is 11,003 common shares.

Was any OSIS stock sold in this Form 4 filing?

No; the filing reports an acquisition only, with zero shares disposed.

Is the grant part of a performance plan?

Yes, vesting depends on achievement of performance targets under the 2012 Incentive Award Plan.

Does the filing indicate use of a Rule 10b5-1 plan?

The checkbox for Rule 10b5-1 was not marked; the grant is equity compensation, not a trading plan.