OSI Systems Form 4: 539 RSUs Vest; 241 Shares Tendered for Taxes

Rhea-AI Filing Summary

Insider transactions at OSI Systems (OSIS): Chief Accounting Officer Cary M. Okawa reported performance-based restricted stock units (RSUs) vesting on 08/26/2025, resulting in acquisition of 539 shares at an indicated value of $225.19 per share. After vesting, Mr. Okawa beneficially owned 3,529 shares directly.

Also on 08/26/2025, a net settlement for tax withholding reduced the reported holding by 241 shares (no shares were sold), leaving 3,288 shares beneficially owned. The Form 4 was signed on 08/28/2025 and discloses routine compensation-related equity activity rather than market purchases or open-market sales.

Positive

• 539 RSUs vested, increasing direct beneficial ownership to 3,529 shares
• Disclosure appears timely and complete with Form 4 filed and signed on 08/28/2025

Negative

• 241 shares tendered for tax withholding, reducing post-transaction holdings to 3,288 shares

Insights

Financial Analyst

TL;DR: Insider received vested RSUs and used a net settlement to cover taxes; impact on share count is modest.

The reported transaction reflects standard compensation mechanics: 539 performance-based RSUs vested and were delivered, raising direct beneficial ownership to 3,529 shares before withholding. A net settlement tendered 241 shares to satisfy tax withholding, leaving 3,288 shares. No open-market sale occurred, and the transaction does not signal a change in operational outlook. For investors, this is a routine dilution-neutral compensation event rather than a liquidity-driven insider sale.

Corporate Governance Expert

TL;DR: Governance procedures appear followed: RSU vesting and tax withholding disclosed timely on Form 4.

The filing indicates compliance with Section 16 reporting: the transaction date and execution are disclosed and the signature is present. The net settlement method to satisfy withholding is common and disclosed explicitly, noting that no shares were sold. This maintains transparency about insider equity changes but does not raise governance concerns based on the information 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

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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^*

Okawa Cary M.

(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)
	CHIEF ACCOUNTING OFFICER

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		539(1)	A	$225.19	3,529	D
Common Stock	08/26/2025		F		241(2)	D	$225.19	3,288	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 with a net settlement, shares of stock were tendered to pay for the tax withholding. No shares of stock were sold.

	/s/ Cary Okawa	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 did Cary M. Okawa report on Form 4 for OSIS?

The filing reports 539 performance-based RSUs vested on 08/26/2025 and a 241-share net settlement to cover tax withholding, leaving 3,288 shares beneficially owned.

Were any shares sold in the reported transactions for OSIS?

No shares were sold; the filing states shares were tendered for tax withholding under a net settlement, and explicitly notes no sale occurred.

What price is shown on the Form 4 for the RSU transaction?

The Form 4 lists an indicative price of $225.19 per share associated with the reported transactions.

When did the transactions occur and when was the Form 4 signed?

The transactions are dated 08/26/2025, and the Form 4 bears the reporting person's signature dated 08/28/2025.

Does this Form 4 indicate any change in executive role or control?

No; the filing shows Mr. Okawa as Chief Accounting Officer and discloses compensation-related equity activity only.