OSI Systems Form 4: Director Net-Settles Shares at $236.05, Holdings 5,641

Rhea-AI Filing Summary

Insider transaction summary: James B. Hawkins, a director of OSI Systems, tendered shares on 08/14/2025 to satisfy tax withholding related to an equity award. The filing reports no open-market sale; instead, shares were net-settled under a plan, with a reported transaction code of F 144(1) D at a price of $236.05 per share. After the net settlement, Mr. Hawkins beneficially owns 5,641 shares directly. The filing is a routine Section 16 disclosure documenting the reduction in his beneficial holdings due solely to tax withholding.

Positive

• Timely Section 16 disclosure documenting the insider transaction
• No open-market sale; shares were net-settled to satisfy tax withholding
• Remaining direct beneficial ownership of 5,641 shares is explicitly reported

Negative

• Reduction in beneficial holdings due to tax withholding (shares tendered)
• Transaction reduces insider share count, which marginally lowers alignment with shareholders

Insights

Financial Analyst

TL;DR: Routine net-settlement of equity for tax withholding reduced director holdings; transaction appears non-dispositive market activity.

The Form 4 shows a single non-derivative entry where shares were tendered to satisfy tax withholding obligations arising from equity compensation. The use of a net settlement (no open-market sale) indicates the company or plan administratively withheld shares rather than the insider selling into the market. The reported price of $236.05 is the per-share withholding valuation used. This disclosure is immaterial to company operations and reflects normal executive compensation mechanics.

Corporate Governance Expert

TL;DR: Compliance filing documents expected tax-related share withholding by a director; governance controls appear functioning.

The filing records that James B. Hawkins, a director, reduced his direct beneficial ownership via net share settlement to cover taxes. The clear explanation in the form and the manual signature indicate adherence to Section 16 reporting requirements. There is no indication of additional disposals, pledges, or plan changes. This is a routine disclosure consistent with standard equity compensation administration.

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^*

HAWKINS JAMES B

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		F		144(1)	D	$236.05	5,641	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. Pursuant with a net settlement, shares of stock were tendered to pay for the tax withholding. No shares of stock were sold.

	/s/ James Hawkins	08/15/2025
	** 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 James B. Hawkins report on the OSIS Form 4?

He reported that on 08/14/2025 shares were tendered to satisfy tax withholding from an equity award; no open-market sale occurred.

How many OSI Systems (OSIS) shares does the reporting person own after the transaction?

The filing states the reporting person beneficially owns 5,641 shares following the transaction.

What was the reported price per share for the transaction on Form 4?

The price used in the disclosure for the net settlement was $236.05 per share.

What does transaction code 'F 144(1) D' mean in this Form 4?

The form shows the transaction coded as F 144(1) D; the filer explains shares were net-settled to cover tax withholding.

Was this Form 4 filed by an individual or as a group?

The filing was made by one reporting person, indicated on the form.