OSI Systems insider filing: Mehra receives RSUs, net-settles 18,850 shares

Rhea-AI Filing Summary

Ajay Mehra, President and CEO of OSI Systems (OSIS), reported transactions on 08/26/2025. He was issued 15,362 performance-based restricted stock units (RSUs) and, pursuant to a net settlement to cover withholding taxes, 18,850 shares were tendered (disposed). After the transactions Mr. Mehra beneficially owned 98,107 shares directly and 6,683 shares indirectly through the Mehra Family Trust, for a combined total shown on the form. The reported per-share price for the transactions was $225.19. The RSUs are described as performance-based and the Mehra Family Trust is dated 7-12-2008.

Positive

• 15,362 performance-based RSUs issued, indicating executive compensation aligned with performance
• No open-market sale disclosed; shares were tendered only for tax withholding, not sold

Negative

• Net settlement resulted in 18,850 shares tendered, reducing direct beneficial ownership to 98,107

Insights

Financial Analyst

TL;DR: Insider received performance RSUs and net-settled shares for taxes, resulting in a modest net decrease in direct holdings.

These filings show routine executive compensation activity rather than open-market trading. The issuance of 15,362 performance-based RSUs aligns executive pay with company performance metrics, which can be governance-positive if tied to meaningful goals. The net settlement that tendered 18,850 shares to cover tax withholding reduced direct ownership to 98,107 shares. No shares were sold on the market according to the form. For investors, this is a standard compensation-related disclosure with limited immediate impact on capitalization.

Corporate Governance Expert

TL;DR: Governance signal: compensation via performance RSUs, tax-related net settlement; no indication of problematic insider selling.

The report documents compensation mechanics: issuance of performance-based RSUs and a net-settlement to satisfy tax obligations. Performance-based awards can strengthen alignment between management and shareholders if performance metrics are robust and disclosed elsewhere. The tendering of 18,850 shares for withholding is an administrative action and not a market disposition, minimizing signaling risk. The trust ownership of 6,683 shares is disclosed, clarifying indirect holdings. Overall, this is a routine governance disclosure with neutral investor implication.

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
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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^*

MEHRA AJAY

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

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		15,362(1)	A	$225.19	116,957	D
Common Stock	08/26/2025		F		18,850(2)	D	$225.19	98,107	D
Common Stock								6,683	I	Mehra Family Trust(3)

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 vesting.

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

3. Shares owned by the Mehra Family Trust dated 7-12-2008.

	/s/ Ajay Mehra	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 Ajay Mehra report on Form 4 for OSIS?

He reported issuance of 15,362 performance-based RSUs and a net-settlement disposition of 18,850 shares to cover tax withholding, both dated 08/26/2025.

How many OSIS shares does Ajay Mehra beneficially own after the reported transactions?

The form shows 98,107 shares directly and 6,683 shares indirectly through the Mehra Family Trust, per the filing.

Was any OSIS stock sold on the open market by Ajay Mehra in this filing?

No. The form states that shares were tendered pursuant to a net settlement to pay tax withholding; it explicitly notes no shares were sold.

What price is listed on the Form 4 transactions for OSIS?

The reported per-share price associated with the transactions is $225.19.

What is the nature of the indirect ownership reported by Ajay Mehra?

Indirect ownership comprises 6,683 shares held by the Mehra Family Trust dated 7-12-2008, as stated on the form.