OSI SYSTEMS INC 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Stock Market and Other Information Our common stock is traded on The Nasdaq Global Select Market under the symbol “OSIS.” As of August 17, 2026, there were approximately 78 holders of record of our common stock. This number does not include beneficial owners holding shares through nominees or in “street” name. Dividends We have not paid any dividends since the consummation of our initial public offering in 1997, and we have no intention of paying dividends for the foreseeable future. 34 Table of Contents Unregistered Sales of Equity Securities We did not sell any unregistered shares of common stock during the fiscal year ended June 30, 2026. In November 2025, we issued an aggregate of $575.0 million principal amount of 0.5% convertible senior notes due in February 2031. The 2031 Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The 2031 Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of our common stock that may be issued upon conversion of the 2031 Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by us exclusively with our security holders. Initially, a maximum of 1,625,122 shares of our common stock may be issued upon conversion of the 2031 Notes based on the initial maximum conversion rate of 2.8263 shares of common stock per $1,000 principal amount of 2031 Notes which is subject to customary anti-dilution adjustment provisions. The 2031 Notes are convertible into a combination of cash and shares of our common stock, at an initial conversion rate of 2.8263 shares of common stock per $1,000 principal amount of 2031 Notes, which is equivalent to an initial conversion price of approximately $353.82 per share of our common stock. The default settlement method is a combination settlement with a specified dollar amount of $1,000 per $1,000 principal amount of notes. The conversion rate is subject to customary adjustments for certain dilutive events. Issuer Purchases of Equity Securities Excluding shares tendered to satisfy minimum statutory withholding obligations related to the vesting of RSUs, we repurchased 1,111,825 shares of common stock during fiscal year 2026 for $271.9 million. These repurchases included 546,945 shares acquired during the second fiscal quarter at an average price of $267.03 per share and 564,880 shares acquired during the fourth fiscal quarter at an average price of $218.82 per share. As of June 30, 2026, the maximum number of shares of common stock that may yet be purchased under the current plan authorized by the Board of Directors is 78,731. The following table contains information about the shares of common stock we purchased during the quarter ended June 30, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum number (or ​ ​ ​ ​ ​ ​ ​ ​ ​ approximate dollar ​ ​ ​ ​ ​ ​ ​ ​ ​ value) of ​ ​ ​ ​ ​ ​ ​ Total number of ​ shares (or ​ ​ ​ ​ ​ ​ ​ shares (or units) ​ units) ​ ​ ​ ​ ​ ​ ​ purchased as ​ that may ​ ​ Total number of ​ Average price ​ part of publicly ​ yet be purchased ​ ​ shares (or units) ​ paid per share (or ​ announced plans or ​ under the plans or ​ ​ ​ ​ purchased ​ ​ ​ unit) ​ ​ ​ programs ​ ​ ​ Programs (1) April 1 to April 30, 2026 — ​ $ — — 643,611 May 1 to May 31, 2026 398,966 ​ $ 220.38 398,966 244,645 June 1 to June 30, 2026 165,914 ​ $ 215.08 165,914 78,731 ​ 564,880 ​ ​ ​ 564,880 ​ ​ (1) In September 2022, when there were 1,131,301 shares remaining authorized to repurchase under the then-existing share repurchase program, the Board of Directors renewed the authorization and revised the maximum number of shares to 2,000,000 shares authorized under the stock repurchase program. Upon repurchase, shares of common stock are restored to the status of authorized but unissued shares, and we record them as a reduction in the number of shares of common stock issued and outstanding in our consolidated financial statements. ​ 35 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information concerning our equity compensation plans as of June 30, 2026. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of securities ​ ​ ​ ​ ​ ​ ​ remaining available for ​ ​ Number of securities to ​ Weighted ‑ average ​ future issuance under ​ ​ be issued upon exercise ​ exercise price of ​ equity compensation ​ ​ of outstanding options, ​ outstanding options, ​ plans (excluding securities Plan category ​ warrants and rights ​ warrants and rights ​ reflected in column (a)) ​ (a) ​ (b) (c) ​ Equity compensation plans approved by security holders 51,449 ​ $ 147.69 ​ 1,555,659 (1)(2) Equity compensation plans not approved by security holders — ​ ​ N/A ​ — ​ Total 51,449 ​ $ 147.69 ​ 1,555,659 ​ (1) These shares are available for future issuance under our Amended and Restated 2012 Incentive Award Plan (the “OSI Plan”), which was approved by our shareholders on December 10, 2020 and amended on December 12, 2023. (2) Awards of restricted stock units or other awards that convey the full value of the shares subject to the award are counted as 1.87 shares for every one award granted. Performance Graph The graph below compares the cumulative total stockholder return for the period beginning on the market close on the last trading day before the beginning of our fifth preceding fiscal year through and including the end of our last completed fiscal year with (a) The Nasdaq Composite Index and (b) a peer group of publicly traded issuer(s) with which we have generally competed. The old peer group includes the following companies: Conmed Corp, Leidos Holdings Inc. and Smiths Group plc. The new peer group includes the following companies: Conmed Corp, Leidos Holdings Inc. and Evolv Technologies Holdings, Inc., but excludes Smiths Group Plc which is in the process of divesting Smiths Detection. Because of this pending divestiture, we believe that Evolv Technologies Holdings, Inc. more closely reflects our Company's participation in the security screening and detection market. The graph assumes that $100.00 was invested on June 30, 2021 in (a) our common stock, (b) The Nasdaq Composite Index, and (c) the companies comprising the old and new peer group described above (weighted according to the issuer’s stock market capitalization at the beginning of each period for which a return is indicated). The graph assumes that all dividends were reinvested. Historical stock price performance is not necessarily indicative of future stock price performance. This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. ​ 36 Table of Contents ​ The following table provides the same information in tabular form as of June 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2026 OSI Systems, Inc ​ 100.00 ​ 84.06 ​ 115.93 ​ 135.30 ​ 221.23 ​ 215.17 The Nasdaq Composite Index ​ 100.00 ​ 76.57 ​ 96.59 ​ 125.19 ​ 144.81 ​ 187.50 Old Peer Group ​ 100.00 ​ 88.22 ​ 103.14 ​ 107.95 ​ 141.25 ​ 159.08 New Peer Group ​ 100.00 ​ 93.56 ​ 94.74 ​ 125.58 ​ 136.30 ​ 91.36 ​ ​ ITEM 6. [RESERVED] ​ ​