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OSI Systems Form 4: 615-Share RSU Award to Chief Accounting Officer

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OSI Systems, Inc. (OSIS) – Form 4 insider filing

  • Insider: Cary M. Okawa, Chief Accounting Officer
  • Transaction date: 08/01/2025
  • Type: Acquisition of restricted stock units (RSUs), coded “A” (award/compensation)
  • Quantity: 615 common shares
  • Price indicated: $219.57 per share (reference price in filing)
  • Post-transaction holdings: 3,074 shares, held directly
  • RSUs were granted under the company’s 2012 Incentive Award Plan and will vest only if performance targets are achieved.

The filing reflects a routine equity incentive grant to a senior officer rather than an open-market purchase. No derivative securities were reported.

Positive

  • Equity alignment: Performance-based RSUs tie senior management compensation to shareholder returns.
  • Minimal dilution: 615 shares are immaterial relative to OSIS’s total shares outstanding.

Negative

  • Non-open-market: Awarded shares do not indicate proactive insider confidence through personal capital deployment.

Insights

TL;DR: Standard RSU grant, modest size, neutral signal.

The 615-share RSU award to CAO Cary Okawa represents ~0.01% of OSIS’s 18 mn share count and brings his direct ownership to just over 3k shares. Because the shares are contingent on future performance, dilution is deferred and aligns management incentives with shareholders. However, the transaction is compensation-related, not a discretionary buy, so it offers limited insight into insider sentiment. Given its small size and routine nature, the market impact should be negligible.

Insider Okawa Cary M.
Role CHIEF ACCOUNTING OFFICER
Type Security Shares Price Value
Grant/Award Common Stock 615 $219.57 $135K
Holdings After Transaction: Common Stock — 3,074 shares (Direct)
Footnotes (1)
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Form 4 Insider Transactions: What Each Field Means →
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*
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)
08/01/2025
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 615(1) A $219.57 3,074 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/ Cary Okawa 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did OSIS insider Cary Okawa buy on 08/01/2025?

He received 615 restricted stock units (RSUs) awarded as compensation.

How many OSIS shares does the CAO now own?

Following the award, Okawa holds 3,074 common shares directly.

Was cash paid for the OSIS shares?

No. The RSUs were granted under the company’s incentive plan; they are not an open-market purchase.

Do the RSUs vest immediately?

No. Vesting and final share count depend on achievement of performance targets.

Is this filing likely to impact OSIS stock price?

Given the small size and routine nature of the grant, the impact is expected to be neutral.