OSI SYSTEMS INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of June 30, 2026, the end of the period covered by this report, our management, including our Chief Executive Officer and our Chief Financial Officer, reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a15(e) or 15d15(e) of the Exchange Act). Based upon management’s review and evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act) for the Company. Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Our assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of a wholly-owned subsidiary acquired in June 2026, which is included in our consolidated financial statements since the date of acquisition, whose financial statements reflect total assets and net revenues constituting 1.5% and less than 0.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended June 30, 2026. Based on that evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2026. 47 Table of Contents The effectiveness of the Company’s internal control over financial reporting as of June 30, 2026 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 8 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the fourth quarter of fiscal 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures In designing and evaluating our controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud within the Company have been detected. ​ ITEM 9B. OTHER INFORMATION During the quarter ended June 30, 2026, none of our directors or Section 16 officers adopted , modified or terminated a Rule 10b5 - 1 trading arrangement or non - Rule 10b5 - 1 trading arrangement, as those terms are defined in Regulation S - K, Item 408. ​ ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. ​ 48 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Item 10 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting, presently scheduled to be held in December 2026. We have adopted a Code of Ethics and Conduct that applies to all directors, officers and employees. The Code of Ethics and Conduct is available on our website at www.osi-systems.com under the Investor Relations - Corporate Governance section. We have also adopted the OSI Systems, Inc. Insider Trading Policy that governs the purchase and sale or other dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to the Company. A copy of the OSI Systems, Inc. Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report. ​ ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting, presently scheduled to be held in December 2026. ​ ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting, presently scheduled to be held in December 2026. ​ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting, presently scheduled to be held in December 2026. ​ ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 is incorporated by reference from our definitive proxy statement for our annual stockholders’ meeting, presently scheduled to be held in December 2026. ​ ​ 49 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: 1. Financial Statements. Please see the accompanying Index to Consolidated Financial Statements, which appears on page F-1 of the report. The Report of Independent Registered Public Accounting Firm, the Consolidated Financial Statements and the Notes to Consolidated Financial Statements listed in the Index to Consolidated Financial Statements, which appear beginning on page F-2 of this report, are incorporated by reference into Item 8 above. 2. Financial Statement Schedules . Supplementary Data—Unaudited Quarterly Results No other financial statement schedules are presented as the required information is either not applicable or included in the Consolidated Financial Statements or Notes thereto. 3. Exhibits. Reference is made to item 15(b) below. (b) Exhibits. The exhibits listed on the accompanying Exhibit Index immediately preceding the signature page are filed as part of, or are incorporated by reference into, this report. (c) Financial Statement Schedules. Reference is made to Item 15(a)(2) above. ​ ITEM 16. FORM 10-K SUMMARY None. ​ ​ 50 Table of Contents OSI SYSTEMS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (Grant Thornton LLP, Los Angeles, CA, PCAOB ID: 248 ) ​ F-2 Report of Independent Registered Public Accounting Firm (Grant Thornton LLP, Los Angeles, CA) ​ F-4 Consolidated Balance Sheets ​ F-6 Consolidated Statements of Operations ​ F-7 Consolidated Statements of Comprehensive Income ​ F-8 Consolidated Statements of Stockholders’ Equity ​ F-9 Consolidated Statements of Cash Flows ​ F-10 Notes to Consolidated Financial Statements ​ F-11 Supplementary Data—Unaudited Quarterly Results ​ F-47 ​ ​ ​ F-1 Table of Contents ​ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders OSI Systems, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of OSI Systems, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2026 and 2025, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended June 30, 2026, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026, and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of June 30, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated August 21, 2026, expressed an unqualified opinion. Remaining performance obligations As discussed in Note 5 to the consolidated financial statements, the Company revised the scope of the disclosure of remaining performance obligations to no longer apply optional disclosure-only exemptions that permit an entity to not disclose information about remaining performance obligations for performance obligations that are part of contracts with an original expected duration of one year or less. This change affects only the scope of the Company’s remaining performance obligation disclosure and does not affect the Company’s revenue recognition, results of operations, or financial position. Management believes this method is preferable because it provides more useful information to users of the financial statements by presenting a more comprehensive measure of remaining performance obligations. Our opinion is not modified with respect to this matter. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ F-2 Table of Contents Determination of standalone selling price – Security Segment Product Revenue As described in Note 1 to the consolidated financial statements, the Company’s revenue contracts in the security segment may include multiple performance obligations, which are accounted for separately when they are distinct. The Company derives revenues in the security segment mainly from sales of products, installation, project management and training services. The Company allocates the transaction price to the distinct performance obligations on a relative stand-alone selling price basis and recognizes revenue when control is transferred. We identified the determination of the stand-alone selling price related to product revenues in the Security segment as a critical audit matter. Auditing the Company’s product revenue stand-alone selling price in the security segment was complex due to the subjectivity of the assumptions that were used in developing the stand-alone selling price of distinct performance obligations. Evaluating the appropriateness of these assumptions requires extensive audit effort due to the complexity of these contracts and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures. We obtained an understanding, evaluated design and tested the operating effectiveness of internal controls related to the determination of the stand-alone selling prices related to the security segment. To test management’s determination of stand-alone selling price for each performance obligation, we performed procedures to evaluate the methodology applied. We evaluated the Company’s analysis of stand-alone selling price, including inspecting a sample of executed contracts. For the sample selected we evaluated the contracts to determine the appropriateness of the method used and the underlying data including cost details and margin percentages to estimate the stand-alone selling price. ​ ​ ​ ​ /s/ GRANT THORNTON LLP ​ ​ ​ ​ We have served as the Company’s auditor since 2023. ​ ​ ​ ​ ​ Los Angeles, California ​ ​ August 21, 2026 ​ ​ ​ ​ ​ F-3 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders OSI Systems, Inc. ​ Opinion on internal control over financial reporting We have audited the internal control over financial reporting of OSI Systems, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended June 30, 2026, and our report dated August 21, 2026, expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of a recently acquired wholly-owned subsidiary, whose financial statements reflect total assets and net revenues constituting 1.5% and less than 0.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended June 30, 2026. As indicated in Management’s Report, the acquisition occurred during 2026. Management’s assertion of the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of this entity. ​ F-4 Table of Contents Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ ​ ​ ​ /s/ GRANT THORNTON LLP ​ ​ ​ ​ ​ ​ ​ Los Angeles, California ​ ​ August 21, 2026 ​ ​ ​ ​ ​ ​ ​ F-5 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET S (amounts in thousands, except share amounts and par value) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ ​ 2025 ​ ​ ​ 2026 ASSETS ​ ​ ​ ​ ​ ​ CURRENT ASSETS: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 106,405 ​ $ 359,832 Accounts receivable, net ​ 837,743 ​ ​ 764,626 Inventories ​ 407,174 ​ ​ 415,562 Prepaid expenses and other current assets ​ 71,539 ​ ​ 71,671 Total current assets ​ 1,422,861 ​ ​ 1,611,691 Property and equipment, net ​ 126,747 ​ ​ 129,942 Goodwill ​ 387,393 ​ ​ 406,677 Intangible assets, net ​ 183,290 ​ ​ 192,355 Other assets ​ 120,966 ​ ​ 161,787 Total assets ​ $ 2,241,257 ​ $ 2,502,452 LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ CURRENT LIABILITIES: ​ ​ ​ ​ ​ ​ Bank lines of credit ​ $ 178,000 ​ $ — Current portion of long-term debt ​ 8,130 ​ ​ 2,531 Accounts payable ​ 205,181 ​ ​ 168,981 Accrued payroll and related expenses ​ 49,535 ​ ​ 51,819 Advances from customers ​ 68,184 ​ ​ 42,391 Deferred revenue ​ ​ 77,788 ​ ​ 91,036 Other accrued expenses and current liabilities ​ 110,120 ​ ​ 154,377 Total current liabilities ​ 696,938 ​ ​ 511,135 Long-term debt, net ​ 463,504 ​ ​ 998,518 Deferred income taxes ​ 3,334 ​ ​ 5,463 Other long-term liabilities ​ 126,397 ​ ​ 154,375 Total liabilities ​ 1,290,173 ​ ​ 1,669,491 Commitments and contingencies (Note 11) ​ ​ ​ ​ ​ ​ Stockholders’ Equity: ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.001 par value— 10,000,000 shares authorized; no shares issued or outstanding ​ — ​ ​ — Common stock, $ 0.001 par value— 100,000,000 shares authorized; issued and outstanding, 16,794,399 and 15,918,066 shares at June 30, 2025 and 2026, respectively ​ 29,758 ​ ​ 17 Retained earnings ​ 942,254 ​ ​ 852,117 Accumulated other comprehensive loss ​ ( 20,928 ) ​ ​ ( 19,173 ) Total stockholders’ equity ​ 951,084 ​ ​ 832,961 Total liabilities and stockholders’ equity ​ $ 2,241,257 ​ $ 2,502,452 ​ See accompanying notes to Consolidated Financial Statements. ​ ​ F-6 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATION S (amounts in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2026 Net revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ $ 1,207,590 ​ $ 1,323,291 ​ $ 1,344,733 Services ​ 331,168 ​ ​ 389,875 ​ ​ 441,251 Total net revenues ​ 1,538,758 ​ ​ 1,713,166 ​ ​ 1,785,984 Cost of goods sold: ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ 822,346 ​ ​ 908,997 ​ ​ 944,797 Services ​ 185,954 ​ ​ 216,987 ​ ​ 248,095 Total cost of goods sold ​ 1,008,300 ​ ​ 1,125,984 ​ ​ 1,192,892 Gross profit ​ 530,458 ​ ​ 587,182 ​ ​ 593,092 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ 269,731 ​ ​ 290,879 ​ ​ 278,390 Research and development ​ 65,275 ​ ​ 73,444 ​ ​ 79,141 Impairment, restructuring and other charges ​ 6,391 ​ ​ 5,335 ​ ​ 16,591 Total operating expenses ​ 341,397 ​ ​ 369,658 ​ ​ 374,122 Income from operations ​ 189,061 ​ ​ 217,524 ​ ​ 218,970 Interest and other expense, net ​ ( 27,847 ) ​ ​ ( 31,430 ) ​ ​ ( 26,224 ) Income before income taxes ​ 161,214 ​ ​ 186,094 ​ ​ 192,746 Provision for income taxes ​ ( 33,060 ) ​ ​ ( 36,457 ) ​ ​ ( 38,035 ) Net income ​ $ 128,154 ​ $ 149,637 ​ $ 154,711 Earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 7.55 ​ $ 8.93 ​ $ 9.33 Diluted ​ $ 7.38 ​ $ 8.71 ​ $ 8.95 Shares used in per share calculation: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 16,978 ​ ​ 16,760 ​ ​ 16,584 Diluted ​ 17,354 ​ ​ 17,178 ​ ​ 17,280 ​ See accompanying notes to Consolidated Financial Statements. ​ ​ F-7 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOM E (amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2026 Net income ​ $ 128,154 ​ $ 149,637 ​ $ 154,711 Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustment, net of tax ​ ( 2,918 ) ​ ​ 3,622 ​ ​ 1,798 Other, net of tax ​ ​ 509 ​ ​ ( 2,514 ) ​ ​ ( 43 ) Other comprehensive income (loss) ​ ​ ( 2,409 ) ​ ​ 1,108 ​ ​ 1,755 Comprehensive income ​ $ 125,745 ​ $ 150,745 ​ $ 156,466 ​ See accompanying notes to Consolidated Financial Statements. ​ ​ F-8 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUIT Y (amounts in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ Common Stock ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ Retained ​ Comprehensive ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Earnings ​ ​ ​ Loss ​ ​ ​ Total Balance - June 30, 2023 16,755,772 ​ $ 9,835 ​ $ 735,957 ​ $ ( 19,627 ) ​ $ 726,165 Exercise of stock options ​ 22,698 ​ ​ 1,851 ​ ​ — ​ ​ — ​ ​ 1,851 Vesting of RSUs ​ 390,375 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Shares issued under employee stock purchase plan ​ 61,781 ​ ​ 4,327 ​ ​ — ​ ​ — ​ ​ 4,327 Stock-based compensation ​ — ​ ​ 28,706 ​ ​ — ​ ​ — ​ ​ 28,706 Taxes paid related to net share settlement of equity awards ​ ( 175,129 ) ​ ​ ( 20,430 ) ​ ​ ( 2,881 ) ​ ​ — ​ ​ ( 23,311 ) Net income — ​ ​ — ​ ​ 128,154 ​ ​ — ​ ​ 128,154 Other comprehensive loss — ​ ​ — ​ ​ — ​ ​ ( 2,409 ) ​ ​ ( 2,409 ) Balance - June 30, 2024 ​ 17,055,497 ​ $ 24,289 ​ $ 861,230 ​ $ ( 22,036 ) ​ $ 863,483 Exercise of stock options ​ 33,782 ​ ​ 3,100 ​ ​ — ​ ​ — ​ ​ 3,100 Vesting of RSUs ​ 323,297 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Shares issued under employee stock purchase plan ​ 64,621 ​ ​ 4,911 ​ ​ — ​ ​ — ​ ​ 4,911 Stock-based compensation — ​ ​ 31,959 ​ ​ — ​ ​ — ​ ​ 31,959 Repurchase of common stock ​ ( 531,314 ) ​ ​ ( 28,919 ) ​ ​ ( 51,524 ) ​ ​ — ​ ​ ( 80,443 ) Taxes paid related to net share settlement of equity awards ​ ( 151,484 ) ​ ​ ( 5,582 ) ​ ​ ( 17,089 ) ​ ​ — ​ ​ ( 22,671 ) Net income ​ — ​ ​ — ​ ​ 149,637 ​ ​ — ​ ​ 149,637 Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ 1,108 ​ ​ 1,108 Balance - June 30, 2025 ​ 16,794,399 ​ $ 29,758 ​ $ 942,254 ​ $ ( 20,928 ) ​ $ 951,084 Exercise of stock options 15,650 ​ ​ 1,715 ​ ​ — ​ ​ — ​ ​ 1,715 Vesting of RSUs ​ 339,252 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Shares issued under employee stock purchase plan ​ 40,793 ​ ​ 5,565 ​ ​ — ​ ​ — ​ ​ 5,565 Stock-based compensation ​ — ​ ​ 26,433 ​ ​ — ​ ​ — ​ ​ 26,433 Repurchase of common stock ​ ( 1,111,825 ) ​ ​ ( 27,057 ) ​ ​ ( 244,848 ) ​ ​ — ​ ​ ( 271,905 ) Taxes paid related to net share settlement of equity awards ​ ( 160,203 ) ​ ​ ( 36,397 ) ​ ​ — ​ ​ — ​ ​ ( 36,397 ) Net income ​ — ​ ​ — ​ ​ 154,711 ​ ​ — ​ ​ 154,711 Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ 1,755 ​ ​ 1,755 Balance - June 30, 2026 15,918,066 ​ $ 17 ​ $ 852,117 ​ $ ( 19,173 ) ​ $ 832,961 ​ See accompanying notes to Consolidated Financial Statements . ​ ​ F-9 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW S (amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2026 CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 128,154 ​ $ 149,637 ​ $ 154,711 Adjustments to reconcile net income to net cash provided by (used in) operating activities, net of effects from acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 42,209 ​ ​ 43,580 ​ ​ 42,650 Stock-based compensation ​ 28,706 ​ ​ 31,959 ​ ​ 26,433 Provision for (recovery of) losses on accounts receivable ​ ​ 5,574 ​ ​ ( 617 ) ​ ​ 4,130 Deferred income taxes ​ ​ ( 14,133 ) ​ ​ ( 9,087 ) ​ ​ ( 2,032 ) Amortization of debt discount and issuance costs ​ — ​ ​ 1,683 ​ ​ 3,211 Other ​ 94 ​ ​ 193 ​ ​ 1,116 Changes in operating assets and liabilities—net of business acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ ( 293,639 ) ​ ​ ( 164,721 ) ​ ​ 98,669 Inventories ​ ( 57,292 ) ​ ​ ( 9,698 ) ​ ​ ( 10,358 ) Prepaid expenses and other assets ​ ( 31,656 ) ​ ​ 2,297 ​ ​ ( 17,952 ) Accounts payable ​ 52,454 ​ ​ 7,885 ​ ​ ( 35,854 ) Accrued payroll and related expenses ​ ​ ( 5,010 ) ​ ​ ( 730 ) ​ ​ 4,168 Advances from customers ​ 31,403 ​ ​ 14,864 ​ ​ ( 25,802 ) Deferred revenue ​ ​ 4,324 ​ ​ 25,495 ​ ​ 11,572 Other ​ 21,311 ​ ​ 4,852 ​ ​ 21,242 Net cash provided by (used in) operating activities ​ ( 87,501 ) ​ ​ 97,592 ​ ​ 275,904 CASH FLOWS FROM INVESTING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition of property and equipment ​ ( 22,102 ) ​ ​ ( 23,832 ) ​ ​ ( 30,570 ) Proceeds from sale of property and equipment ​ ​ 510 ​ ​ 275 ​ ​ 6,491 Proceeds from maturities of certificates of deposit ​ ​ 10,329 ​ ​ 110 ​ ​ 18 Acquisition of businesses, net of cash acquired ​ ( 9,046 ) ​ ​ ( 76,739 ) ​ ​ ( 26,267 ) Payments for intangible and other assets ​ ( 17,330 ) ​ ​ ( 17,665 ) ​ ​ ( 17,980 ) Net cash used in investing activities ​ ( 37,639 ) ​ ​ ( 117,851 ) ​ ​ ( 68,308 ) CASH FLOWS FROM FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ Net borrowings (repayments) on bank lines of credit ​ 169,000 ​ ​ ( 206,000 ) ​ ​ ( 178,000 ) Proceeds from long-term debt ​ 1,435 ​ ​ 340,679 ​ ​ 663,039 Payments on long-term debt ​ ( 8,450 ) ​ ​ ( 8,277 ) ​ ​ ( 136,831 ) Proceeds from exercise of stock options and employee stock purchase plan ​ 6,178 ​ ​ 8,011 ​ ​ 7,280 Payment of contingent consideration ​ ​ ( 602 ) ​ ​ ( 477 ) ​ ​ ( 486 ) Repurchase of common stock ​ — ​ ​ ( 80,443 ) ​ ​ ( 271,905 ) Taxes paid related to net share settlement of equity awards ​ ( 23,311 ) ​ ​ ( 22,671 ) ​ ​ ( 36,397 ) Net cash provided by financing activities ​ 144,250 ​ ​ 30,822 ​ ​ 46,700 Effect of exchange rate changes on cash ​ ( 507 ) ​ ​ 489 ​ ​ ( 869 ) Net increase in cash and cash equivalents ​ 18,603 ​ ​ 11,052 ​ ​ 253,427 Cash and cash equivalents—beginning of year ​ 76,750 ​ ​ 95,353 ​ ​ 106,405 Cash and cash equivalents—end of year ​ $ 95,353 ​ $ 106,405 ​ $ 359,832 Supplemental disclosure of cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest paid ​ $ 26,761 ​ $ 26,837 ​ $ 20,504 Income taxes paid ​ $ 42,100 ​ $ 39,901 ​ $ 43,000 ​ See accompanying notes to Consolidated Financial Statements. ​ ​ F-10 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE YEARS ENDED JUNE 30, 2026 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business —OSI Systems, Inc., together with our subsidiaries, is a vertically integrated designer and manufacturer of specialized electronic systems and components for critical applications. We sell our products and provide related services in diversified markets, including homeland security, healthcare, defense and aerospace. We have three reporting segments: (i) Security, providing security and inspection systems, radio frequency solutions and turnkey security screening solutions; (ii) Optoelectronics and Manufacturing, providing specialized electronic components and electronic manufacturing services for applications in the defense and aerospace markets, among others, and for our Security and Healthcare divisions and (iii) Healthcare, providing patient monitoring, cardiology and remote monitoring, and connected care systems and associated accessories. Through our Security segment, we provide security screening products and related services globally. These products and services are used to inspect baggage, parcels, cargo, people, vehicles and other objects for weapons, explosives, drugs, radioactive and nuclear materials and other contraband, as well as radio frequency transmission equipment, such as high-power transmitters, amplifiers and power supplies for broadcast, communications, science and industry. In addition to these products, we also provide site design, installation, training and technical support services to our customers. We also provide turnkey security screening solutions, which can include the construction, staffing and long-term operation of security screening checkpoints for our customers. Through our Optoelectronics and Manufacturing segment, we design, manufacture and market optoelectronic devices and flex circuits and provide electronics manufacturing services globally for use in a broad range of applications, including aerospace and defense electronics, security and inspection systems, medical imaging and diagnostics, telecommunications, office automation, computer peripherals, industrial automation and consumer products. This division provides products and services to OEM customers and to our own Security and Healthcare divisions. Through our Healthcare segment, we design, manufacture, market and service patient monitoring, cardiology and remote monitoring, and connected care systems and associated accessories globally. These products are used by care providers in critical care, emergency and perioperative areas within the hospital and provide information, through wired and wireless networks, to physicians and nurses who may be at the patient’s bedside, in another area of the hospital or even outside the hospital. Consolidation —The consolidated financial statements include the accounts of OSI Systems, Inc. and our wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in joint ventures over which we have significant influence but do not have voting control are accounted for using the equity method. Investments over which we do not have significant influence or control are not material and are carried at cost as there is no readily determinable fair value for equity interests. Use of Estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales, costs of sales and expenses during the reporting period. The most significant of these estimates and assumptions for our company relate to contract revenue, fair values of assets acquired and liabilities assumed in business combinations, values for inventories reported at lower of cost or net realizable value, stock-based compensation expense, income taxes, accrued warranty costs, contingent consideration, allowance for doubtful accounts, and the recoverability, useful lives and valuation of recorded amounts of long-lived assets, identifiable intangible assets and goodwill. Changes in estimates are reflected in the periods during which they become known. Due to the inherent uncertainty involved in making estimates, our actual amounts reported in future periods could differ materially from these estimates. Cash and Cash Equivalents —We consider all highly liquid investments with maturities of three months or less as of the acquisition date to be cash equivalents. F-11 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 Accounts Receivable —We monitor collections and payments from our customers, and we maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We determine the allowance based on known troubled accounts, historical experience, current economic trends that might impact the level of credit losses in the future and other available information. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances could be required. Inventories — The majority of our inventories are valued using the average costing method with select subsidiaries using the standard costing method. All methods of valuing inventory used by the Company approximate the first-in, first-out basis for valuing inventory. Inventories are generally stated at the lower of cost (first-in, first-out) or net realizable value. We write down inventory for slow-moving and obsolete inventory based on historical usage, orders on hand, assessments of future demands, market conditions among other items. If these factors become less favorable than those projected, additional inventory write-downs may be required. Property and Equipment —Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are charged while assets are used in service and are computed using the straight-line method over the estimated useful lives of the assets taking into consideration any estimated salvage value. Amortization of leasehold improvements is calculated on the straight-line method over the shorter of the useful life of the asset or the lease term. Right-of-use assets from finance leases are included in property and equipment. Amortization of property and equipment under finance leases is included with depreciation expense. In the event that property and equipment are idle, as a result of excess capacity or the early termination, non-renewal or reduction in scope of a turnkey screening operation, such assets are assessed for impairment on a periodic basis or if any indicators of impairment exist. Goodwill and Other Intangible Assets and Valuation of Long-Lived Assets —Goodwill represents the excess purchase price over the estimated fair value of the assets acquired and liabilities assumed in a business combination. Goodwill is allocated to our reporting units based on the nature of the product line of the acquired business. The carrying value of goodwill and indefinite life intangible assets are not amortized but are annually tested for impairment as of the end of the second quarter and more frequently if there is an indicator of impairment. We assess qualitative factors of each of our three reporting units to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill and intangible assets. The assessments conducted as of December 31, 2025 indicated that it is not more likely than not that the fair values of our three reporting units are less than their carrying amounts, including goodwill and intangible assets. There were no qualitative factors which would trigger impairment testing of goodwill and indefinite life intangible assets between measurement dates. Thus, we have determined that there is no goodwill or indefinite life intangible assets impairment for any of the three reporting units. We evaluate long-lived assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. If impairment does exist, we measure the impairment loss and record it based on the discounted estimate of future cash flows. In estimating future cash flows, we group assets at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows from other asset groups. Our estimate of future cash flows is based upon, among other things, certain assumptions about expected future operating performance, growth rates and other factors. Income Taxes —Deferred income taxes are provided for temporary differences between the financial statement and income tax basis of our assets and liabilities, based on enacted tax rates. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Income tax accounting standards prescribe a two-step process for the financial statement measurement and recognition of a tax position taken or expected to be taken in a tax return. The first step involves determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. See Note 10 for additional information. F-12 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 Fair Value of Financial Instruments —Our financial instruments consist primarily of cash and cash equivalents, insurance company contracts, accounts receivable, accounts payable, debt instruments, an interest rate swap contract and foreign currency forward contracts. The carrying values of financial instruments, other than long-term debt instruments and our interest rate swap contract, are representative of their fair values due to their short-term maturities. The carrying values of our term loan and lease obligations are considered to approximate their fair values because the interest rates of these instruments are variable or comparable to current rates for financing available to us. The fair values of our foreign currency forward contracts were not significant as of June 30, 2026. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The “Level 1” category comprises assets and liabilities measured at quoted prices in active markets for identical assets and liabilities. The “Level 2” category comprises assets and liabilities measured from observable inputs other than quoted market prices. The “Level 3” category comprises assets and liabilities for which valuation inputs are unobservable and significant to the fair value measurement. Our contingent payment obligations related to acquisitions, which are further discussed in Note 11 to the consolidated financial statements, are in the “Level 3” category for valuation purposes. The fair values of our financial assets and liabilities as of June 30, 2025 and 2026 are categorized as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2025 ​ ​ ​ June 30, 2026 ​ ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total Assets—Insurance company contracts ​ $ — ​ $ 54,437 ​ $ — ​ $ 54,437 ​ $ — ​ $ 65,678 ​ $ — ​ $ 65,678 Assets—Interest rate swap contract ​ $ — ​ $ 932 ​ $ — ​ $ 932 ​ $ — ​ $ 503 ​ $ — ​ $ 503 Liabilities—Convertible notes ​ $ — ​ $ 472,770 ​ $ — ​ $ 472,770 ​ $ — ​ $ 1,005,418 ​ $ — ​ $ 1,005,418 Liabilities—Contingent consideration ​ $ — ​ $ — ​ $ 19,086 ​ $ 19,086 ​ $ — ​ $ — ​ $ 18,112 ​ $ 18,112 ​ Derivative Instruments and Hedging Activity — Our use of derivatives consists of foreign currency forward contracts, a cross-currency interest rate swap contract and an interest rate swap agreement. Our foreign currency forward contracts are utilized to partially mitigate certain balance sheet exposures or used as a net investment hedge to protect against potential changes resulting from short-term foreign currency fluctuations. These contracts have original maturities of up to three months. We use a cross-currency interest rate swap contract to hedge our net investment in a foreign subsidiary. We also manage our risk to changes in interest rates using derivative instruments. We use fixed interest rate swaps to effectively convert a portion of the variable interest rate payments to fixed interest rate payments. We do not use hedging instruments for speculative purposes. The net gains or losses from our foreign currency forward contracts, which are not designated as hedge instruments, are reported in the consolidated statements of operations, and the amounts reported for the years ending June 30, 2024, 2025 and 2026 were not significant. The fair value of our foreign currency forward contracts is estimated using a standard valuation model and market-based observable inputs over the contractual term. Unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. As of June 30, 2025 and 2026, we held foreign currency forward contracts with notional amounts totaling $ 99.9 million and $ 138.0 million, respectively. Unrealized gains and losses from our foreign currency forward contracts as of June 30, 2025 and 2026 were not significant. We entered into a cross-currency interest rate swap contract in June 2026, which matures in June 2027. The net gains or losses from our cross-currency interest rate swap contract, which is designated as a net investment hedge instrument in a foreign subsidiary, are reported in accumulated other comprehensive loss in the consolidated statements of stockholders’ equity, and the amounts reported for the fiscal year ended June 30, 2026 was not significant. The fair value of our cross-currency interest rate swap contract is estimated using a standard valuation model and market-based observable inputs over the contractual term. Unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. As of June 30, 2026, the notional amount of this contract was $ 35.0 million. The unrealized gain from our cross-currency interest rate swap contract as of June 30, 2026 was not significant. The net interest rate benefit from this contract recognized in interest and other expense, net was not significant for the fiscal year ended June 30, 2026. F-13 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 The interest rate swap agreement was entered into to improve the predictability of cash flows from interest payments related to our variable, Secured Overnight Financing Rate (“SOFR”) based debt. The interest rate swap matures in December 2026. The interest rate swap is considered an effective cash flow hedge, and as a result, the net gains or losses on such instrument are reported as a component of other comprehensive income (loss) in our consolidated financial statements and are reclassified as net income when the underlying hedged interest impacts earnings. A qualitative and quantitative assessment of the interest rate swap hedge effectiveness is performed on a quarterly basis, unless facts and circumstances indicate that the hedge may no longer be highly effective. As of June 30, 2025 and June 30, 2026, the notional amount of the interest rate swap hedge derivative instrument was $ 175 million. The fair value of the interest rate swap contract as of June 30, 2025 and June 30, 2026 is recorded in Other assets within the consolidated balance sheet. ​ The effect of the cash flow hedge on other comprehensive income (loss) and earnings for the periods presented was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ ​ ​ ​ 2025 ​ ​ ​ 2026 Total interest and other expense, net presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded ​ $ ( 31,430 ) ​ $ ( 26,224 ) Hedge loss recognized in other comprehensive income (loss), net of tax ​ ( 2,876 ) ​ ​ ( 261 ) Hedge benefit reclassified from accumulated other comprehensive income (loss) to interest expense, net ​ 2,443 ​ ​ 1,115 ​ Revenue Recognition We recognize revenue under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), which superseded all prior revenue recognition methods and industry-specific guidance. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue recognition principles, an entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either over time or at a point in time). ASC 606 further requires that companies disclose sufficient information to enable readers of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Product Sales. We recognize revenue from sales of products upon shipment or delivery when control of the product transfers to the customer, depending on the terms of each sale, and when collection is probable. We generally offer customers payment terms of less than one year. In cases when payment terms extend beyond one year, we consider whether the contract has a significant financing component. In the circumstance where terms of a product sale include subjective customer acceptance criteria, revenue is deferred until we have achieved the customer acceptance criteria unless such acceptance criteria are perfunctory or inconsequential. On occasion, customers request that completed products be held for future delivery for the customers’ convenience under bill-and-hold arrangements due to site readiness, installation scheduling, importation, or other customer-specific considerations. Determining whether control transfers before physical possession in these bill-and-hold arrangements requires significant judgment. We recognize revenue only when the bill-and-hold criteria in ASC 606 are met, including that the products are separately identified, ready for shipment, and cannot be redirected to another customer. Any storage provided after control transfers is not a separate performance obligation. We recognized bill-and-hold revenues of $ 64.7 million, $ 19.1 million and $ 5.5 million for the fiscal years ended June 30, 2026, 2025 and 2024 respectively. The increase in fiscal year 2026 compared to fiscal year 2025 was primarily attributable to customer-requested shipment delays from site readiness and delivery constraints on certain contracts in the Security division for infrastructure and border security projects. The increase in fiscal year 2025 compared to fiscal year 2024 was primarily due to customer-requested shipment delays from site readiness and delivery constraints on certain contracts in the Security division for border security projects. Service Revenue. Revenue from services includes installation and implementation of products and turnkey security screening services and after-market services. Generally, revenue from services is recognized over time as the services are performed. Revenues from out of warranty service maintenance contracts are recognized ratably over the respective terms of such contracts. Deferred revenue for such services arises from payments received from customers for services not yet performed. F-14 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 Contract Revenue. Sales agreements with customers can be project specific, cover a period of time, and can be renewable periodically. The contracts may contain terms and conditions with respect to payment, delivery, installation, services, warranty and other rights. In certain instances, we consider an accepted customer order, governed by a master sales agreement, to be the contract with the customer when legal rights and obligations exist. Contracts with customers may include the sale of products and services, as discussed in the paragraphs above. In certain instances, contracts can contain multiple performance obligations as discussed in the paragraph below. According to the terms of a sale contract, we may receive consideration from a customer prior to transferring goods to the customer, and we record these prepayments as an advance receipt. We also record deferred revenue, typically related to service contracts, when consideration is received before the services have been performed. We recognize contract liabilities and deferred revenue as net sales after all revenue recognition criteria are met. When determining revenue recognition for contracts, we make judgments based on our understanding of the obligations in each contract. We determine whether or not customer acceptance criteria are perfunctory or inconsequential. The determination of whether or not customer acceptance terms are perfunctory or inconsequential impacts the amount and timing of revenue recognition. Judgments also include estimates of warranty reserves, which are established based on historical experience and knowledge of the product under warranty. Multiple Performance Obligations. Certain agreements with customers include the sale of capital equipment involving multiple elements that may include civil works to prepare a site for the installation of equipment, manufacture and delivery of equipment, installation and integration of equipment, training of customer personnel to operate the equipment and after-market service of the equipment. We assign multiple elements in a contract into separate performance obligations if those elements are distinct, both individually and in the context of the contract. If multiple promises comprise a series of distinct services which are substantially the same and have the same pattern of transfer, they are combined and accounted for as a single performance obligation. In cases where obligations in a contract are distinct and thus require separation into multiple performance obligations, revenue recognition guidance requires that contract consideration be allocated to each distinct performance obligation based on its relative standalone selling price. The value allocated to each performance obligation is then recognized as revenue when the revenue recognition criteria for each distinct obligation or bundle of obligations has been met. The standalone selling price for each performance obligation is an amount that depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the good or service. When there is only one performance obligation associated with a contract, the entire sale value is attributed to that obligation. When a contract contains multiple performance obligations, the standalone selling price is first estimated using the observable price, which is generally a list price net of applicable discount, or the price used to sell the good or service in similar circumstances. In circumstances when a selling price is not directly observable, we will estimate the standalone selling price using information available to us including our market assessment and/or expected cost plus margin. The timetable for fulfilment of each of the distinct performance obligations can range from completion in a short amount of time and entirely within a single reporting period to completion over several reporting periods. The timing of revenue recognition for each performance obligation may be dependent upon several milestones, including physical delivery of equipment, completion of factory acceptance test, completion of site acceptance test, installation and connectivity of equipment, certification of training of personnel and, in the case of after-market service deliverables, the passage of time (typically evenly over the post-warranty period of the service deliverable). We often provide a guarantee to support our performance under multiple performance obligations. In the event that customers are permitted to terminate such arrangements, the underlying contract typically requires payment for deliverables and reimbursement of costs incurred through the date of termination. We disaggregate revenue by reporting segment (Security, Optoelectronics and Manufacturing, and Healthcare) to depict the nature of revenue in a manner consistent with our business operations and to be consistent with other communications and public filings. Refer to Note 14 for additional details of revenues by reporting segment. F-15 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 Contract Assets and Liabilities. We enter into contracts to sell products and provide services, and we recognize contract assets and liabilities that arise from these transactions. We recognize revenue and corresponding accounts receivable according to ASC 606. When we recognize revenue in advance of the point in time at which contracts give us the right to invoice a customer, we record this as unbilled revenue, which is included in accounts receivable, net, on the consolidated balance sheet. We may also receive consideration, per the terms of a contract, from customers prior to transferring goods to the customer. We record customer deposits as contract liabilities. Additionally, we may receive payments, most typically under service and warranty contracts, at the onset of the contract and before services have been performed. In such instances, we record a deferred revenue liability. We recognize these contract liabilities as sales after all revenue recognition criteria are met. Practical Expedients. In cases where we are responsible for shipping after the customer has obtained control of the goods, we have elected to treat the shipping activities as fulfillment activities rather than as a separate performance obligation. Additionally, we have elected to capitalize the cost to obtain a contract only if the period of amortization would be longer than one year. We only give consideration to whether a customer agreement has a financing component if the period of time between transfer of goods and services and customer payment is greater than one year. Freight —We record shipping and handling fees that we charge to our customers as revenue and related costs as cost of goods sold. Research and Development Costs —Research and development costs are those costs related to the development of a new product, process or service, or significant improvement to an existing product, process or service. Such costs are charged to operations as incurred. Stock-Based Compensation —Stock-based compensation cost is measured at the grant date based on the estimated fair value of the award and is recognized as expense over the employee’s requisite service period for all stock-based awards granted or modified. Certain restricted stock unit awards vest based on the achievement of pre-established performance criteria. The fair value of performance-based awards is estimated at the date of grant based upon the probability that the specified performance criteria will be met, adjusted for estimated forfeitures. Each quarter we update our assessment of the probability that the specified performance criteria will be achieved and adjust the estimate of the expenses of the performance-based awards if necessary. We amortize the fair value of performance-based awards over the requisite service period for each separately vesting tranche of the award. See Note 9 to the consolidated financial statements. Impairment, Restructuring and Other Charges —We account for certain charges related to restructuring activities, litigation, acquisition-related costs and other non-routine charges as Impairment, restructuring and other charges in the consolidated financial statements. See Note 7 for additional information about these charges. Credit Risk and Concentration — Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities and accounts receivable. We restrict investments in cash equivalents to financial institutions with high credit standing. Credit risk on accounts receivable is minimized as a result of the large and diverse nature of our company’s worldwide customer base. As of June 30, 2025, one customer in the Security division accounted for 42 % of accounts receivable, net. As of June 30, 2026, one customer in the Security division accounted for 25 % of accounts receivable, net. In fiscal year 2025, one Security division customer accounted for 11 % of net revenues. In fiscal year 2026, no customer accounted for greater than 10% of net revenues. We perform ongoing credit evaluations of our customers’ financial condition and maintain allowances for potential credit losses. Our cash and cash equivalents totaled $ 106.4 million and $ 359.8 million at June 30, 2025 and 2026, respectively. Of these amounts, approximately 78 % and 23 % were held by our foreign subsidiaries at June 30, 2025 and 2026, respectively , and are subject to repatriation tax considerations. These foreign funds were held primarily by our subsidiaries in India, United Kingdom, Singapore, Canada, and Malaysia. We have cash holdings in financial institutions that exceed insured limits for such financial institutions; however, we mitigate this risk by utilizing international financial institutions of high credit quality. F-16 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 For cost, quality control, technological, and efficiency reasons, we purchase certain materials, parts, and components only from single vendors with whom we have ongoing relationships. We do, however, qualify second sources for many of our materials, parts, and components. While management believes that relying on key vendors improves the efficiency and reliability of business operations, relying on any one vendor for a significant aspect of business can have a significant negative impact on revenue and profitability if that vendor fails to perform at acceptable service levels for any reason, including financial difficulties of the vendor. Foreign Currency Translation and Transactions — We transact business in various foreign currencies. In countries where the functional currency of the underlying operations has been determined to be the local country’s currency, revenues and expenses of operations outside the United States are translated into United States dollars using average exchange rates while assets and liabilities of operations outside the United States are translated into United States dollars using period-end exchange rates. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. We also have subsidiaries where the United States dollar has been designated as the functional currency based on individual facts and circumstances. Remeasurement of non-United States dollar monetary assets and liabilities are translated using period-end exchange rates and associated gains and losses are recognized in the consolidated statements of operations. Non-monetary assets and liabilities are translated using historical exchange rates. Foreign currency losses which were included in our consolidated statement of operations, amounted to approximately $ 5.1 million, $ 12.7 million and $ 1.6 million for the fiscal years ended June 30, 2024, 2025 and 2026, respectively. Business Combinations —Under ASC 805, the acquisition method of accounting requires us to record assets acquired and liabilities assumed from an acquisition at their estimated fair values at the date of acquisition. Any excess of the total estimated purchase price over the estimated fair value of the net assets acquired should be recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customers, acquired technology, trade names, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is until we have all the necessary information about the facts and circumstances that existed as of the acquisition date up to one year from the acquisition date, as additional information that existed at the acquisition date becomes available for preliminary estimates, we may record adjustments to the provisional amounts initially recorded for assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are included in earnings. Earnings per Share —We compute basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net income available to common stockholders by the sum of the weighted average number of common shares and dilutive potential common shares outstanding during the period. Potential common shares consist of the shares issuable upon the exercise of stock options and restricted stock unit awards under the treasury stock method. The underlying equity component of the 2.25 % convertible senior notes due 2029 (the “2029 Notes”) and the 0.50 % convertible senior notes due 2031 (the “2031 Notes”) will have a net impact on diluted earnings per share when the average price of our common stock exceeds the conversion price of $ 191.98 for the 2029 Notes and $ 353.82 for the 2031 Notes because the principal amounts of the respective convertible senior notes will be settled in cash upon conversion. There was a dilutive effect of the 2029 Notes as set forth in the table below for the fiscal year ended June 30, 2026. There was no dilutive impact of the 2031 Notes. F-17 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2026 Net income available to common stockholders ​ $ 128,154 ​ $ 149,637 ​ $ 154,711 Weighted average shares outstanding—basic ​ 16,978 ​ ​ 16,760 ​ ​ 16,584 Dilutive effect of equity awards ​ 376 ​ ​ 372 ​ ​ 265 Dilutive effect of 2029 Notes ​ ​ — ​ ​ 46 ​ ​ 431 Weighted average shares outstanding—diluted ​ 17,354 ​ ​ 17,178 ​ ​ 17,280 Basic earnings per share ​ $ 7.55 ​ $ 8.93 ​ $ 9.33 Diluted earnings per share ​ $ 7.38 ​ $ 8.71 ​ $ 8.95 Weighted average shares excluded from diluted earnings per share due to their anti-dilutive effect ​ ​ 14 ​ ​ 9 ​ ​ 5 ​ Warranty Provision —We offer our customers warranties on many of the products that we sell. These warranties typically provide for repairs and maintenance of the products if problems arise during a specified time period after original shipment. Concurrent with the sale of products, we record a provision for estimated warranty expenses with a corresponding increase in cost of goods sold. We periodically adjust this provision based on historical experience and anticipated expenses. We charge actual expenses of repairs under warranty, including parts and labor, to this provision when incurred. The current obligation for warranty provision is included in other accrued expenses and current liabilities and the noncurrent portion is included in other long-term liabilities in the consolidated balance sheets, whose activity for each of the three fiscal years ended June 30, 2026 is summarized in the following table (in thousands): ​ ​ ​ ​ ​ Warranty provision as of June 30, 2023 ​ ​ ​ $ 11,149 Warranty claims provided for/assumed in acquisition ​ 5,878 Settlements made ​ ( 5,938 ) Warranty provision as of June 30, 2024 ​ $ 11,089 Warranty claims provided for/assumed in acquisition ​ 5,704 Settlements made ​ ( 5,182 ) Warranty provision as of June 30, 2025 ​ $ 11,611 Warranty claims provided for/assumed in acquisition ​ 5,981 Settlements made ​ ( 6,078 ) Warranty provision as of June 30, 2026 ​ $ 11,514 ​ Leases —Right-of-use (“ROU”) assets represent our right to use an underlying asset during the reasonably certain lease terms, and lease liabilities represent our obligation to make lease payments arising from the leases. We recognize ROU lease assets and lease liabilities at lease commencement on our consolidated balance sheet based on the present value of lease payments over the lease term using a discount rate determined based on our incremental borrowing rate since the rate implicit in each lease is not readily determinable. We elected the package of practical expedients, which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification of any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component. We also elected the hindsight practical expedient, which allows us to use hindsight in determining the lease term. We do not record a ROU asset and corresponding lease liability for leases with an initial term of one year or less (“short-term leases”). The terms in our leases may include options to extend or terminate the lease. We recognize ROU assets and liabilities when it is reasonably certain that we will exercise those options. Judgment is required in our assessment as to whether renewal or termination options are reasonably certain to be exercised and factors such as contractual terms compared to current market rates and the importance of the facility and location to our operations, among others, are considered. Lease payments are made in accordance with the lease terms, and lease expense, including short-term lease expense, is recognized on a straight-line basis over the lease term. F-18 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 We lease facilities and certain equipment under various operating lease agreements. The majority of our lease arrangements are comprised of fixed payments while certain of our other leases provide for periodic rent increases. Our leases may contain escalation clauses and renewal options. Most of the leases require us to pay for certain other costs such as common area maintenance and property taxes. Rent expense for leases with periodic rent increases or escalation clauses is recognized on a straight-line basis over the minimum lease term. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. We also have finance leases for fleet vehicles that are not material to the consolidated financial statements. Subsequent Event —In accordance with ASC 855, our management evaluated material events after the balance sheet date through the date of the filing of this report with the SEC. Other than the increase in the stock repurchase authorization described in Note 9, no subsequent events occurred that required adjustment to, or disclosure in, the consolidated financial statements. Recent Accounting Guidance From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) and other regulatory bodies that are adopted as of the specified effective dates. Unless otherwise discussed below, management believes that the impact of recently issued standards, which are not yet effective for the Company, will not have a material impact on our Consolidated Financial Statements upon adoption. Accounting Guidance Adopted In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid to or received from federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. We adopted ASU 2023-09 in fiscal year 2026 on a prospective basis. Accounting Guidance Not Yet Adopted In November 2024, the FASB issued Accounting Standards Update 2024-03, “Income Statement-Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures”, (“ASU 2024-03”) which requires additional disclosures about income statement expenses. The guidance requires disaggregation of certain costs and expenses included in each relevant expense caption on our consolidated income statements in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and may be applied either on a prospective or retrospective basis. We are evaluating the potential impact of ASU 2024-03 on disclosures in our Consolidated Financial Statements which will be effective beginning with our Form 10-K for fiscal year 2028. In September 2025, the FASB issued Accounting Standards Update 2025-06 “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”) which modernizes the accounting for internal-use software to current development practices, clarifies when to begin capitalizing costs and enhances disclosure requirements. This standard is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual periods. Early adoption is permitted. The amendments are to be applied retrospectively, prospectively, or a modified transition approach may be used based on the status of the project and whether software costs were capitalized before the date of adoption. We are evaluating the potential impact of ASU 2025-06 on disclosures in our Consolidated Financial Statements which will be effective beginning with our Form 10-K for fiscal year 2029. F-19 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 In December 2025, the FASB issued Accounting Standards Update 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” (ASU 2025-11”), which clarifies the application, form and content, and required disclosures for interim financial statements prepared in accordance with GAAP. The ASU improves the organization and clarity of ASU 2025-11 by specifying interim reporting requirements, consolidating required interim disclosures and introducing a disclosure principle for events and changes occurring after the end of the most recent annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are evaluating the potential impact of ASU 2025-11 on disclosures in our Consolidated Financial Statements which will be effective for interim periods beginning fiscal year 2029. In December 2025, the FASB issued Accounting Standards Update 2025-12, “Codification Improvements” (“ASU 2025-12”). ASU 2025-12 includes changes that clarify, correct, or otherwise improve certain components of the Accounting Standards Codification. The improvements consist of narrow-scope amendments, technical corrections, clarification of existing guidance, and updates to clarify the appropriate scope and application of certain disclosure requirements. ASU 2025-12 is effective for annual periods beginning after December 15, 2026. We are evaluating the potential impact of ASU 2025-12 on disclosures in our Consolidated Financial Statements which will be effective beginning with our Form 10-K for fiscal year 2028. ​ 2. BUSINESS COMBINATIONS Under Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), the acquisition method of accounting requires us to record assets acquired less liabilities assumed from an acquisition at their estimated fair values at the date of acquisition. Any excess of the total estimated purchase price over the estimated fair value of the net assets acquired should be recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customers, acquired technology, trade names, useful lives and discount rates. Management’s estimates of fair value are based on assumptions which are believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period for fair value, which is up to one year from the acquisition date, as additional information that existed at the acquisition date becomes available, we may record adjustments to the preliminary assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are included in earnings. Fiscal Year 2026 Business Acquisition In June 2026, we (through our Security division) acquired a privately held provider of airport screening services for approximately $ 27.0 million, plus up to $ 14.0 million in potential contingent consideration. We paid $ 26.2 million in cash at the closing of the transaction, with a holdback of $ 0.8 million expected to be paid in July 2028. The acquisition date fair value of the contingent consideration was $ 9.7 million. The purchase price of $ 36.7 million was allocated to net working capital of $ 2.3 million, intangible assets of $ 12.5 million and goodwill of $ 21.9 million. Amortizable intangible assets of $ 10.2 million have estimated lives ranging from 2 years to 10 years . The acquisition was financed with cash on hand. The goodwill recognized for this business acquisition is deductible for income tax purposes. Revenue and earnings from this acquisition in fiscal year 2026 were not significant. Fiscal Year 2025 Business Acquisitions In September 2024, we (through our Security division) acquired 100 % of the shares of common stock of a privately held provider of critical military, space and surveillance solutions to expand our customer base and offer additional products and services for existing customers, for approximately $ 76.0 million, plus up to $ 24.0 million in potential contingent consideration. We paid $ 75.5 million in cash at the closing of the transaction. The cash paid for this acquisition was financed with borrowings from our credit facility. The acquisition date fair value of the contingent consideration was $ 9.7 million, which, when combined with the amount of cash paid at close and the holdback amount, resulted in total purchase consideration of $ 85.7 million being allocated to the preliminary fair value of assets acquired and liabilities assumed. The acquisition date fair value of total assets acquired, including measurement period adjustments, was $ 113.9 million which comprised accounts receivable of $ 26.1 million, inventory and other current assets of $ 2.7 million, property and equipment of $ 7.0 million, goodwill of $ 30.7 million, other intangible assets of $ 47.3 million and other noncurrent assets of $ 0.1 million. Goodwill includes the value of the assembled workforce, new customers and other future economic benefits which do not qualify for separate recognition. The goodwill recognized for this business acquisition is not deductible for income tax F-20 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 purposes. Other intangible assets include amortizable intangible assets of $ 39.2 million with amortization periods of 7 to 10 years and an indefinite-lived intangible asset of $ 8.1 million. The acquisition date fair value of total liabilities assumed, including measurement period adjustments, was $ 28.2 million, which includes a deferred tax liability of $ 7.3 million that was recognized primarily due to the acquisition of other intangible assets. During the three months ended September 30, 2025, we recorded measurement period adjustments which decreased goodwill by $ 1.4 million due to a decrease in deferred income taxes of $ 1.8 million and an increase in intangible assets of $ 0.1 million, which were partially offset by a decrease in accounts receivable of $ 0.5 million. The measurement period adjustments did not have a significant impact on the consolidated statement of operations. The measurement period ended in September 2025, and no further purchase price adjustments have been recorded since. In April 2025, we (through our Security Division) acquired a privately held provider of engineering and structural component services for approximately $ 1.3 million, plus up to $ 0.9 million in potential contingent consideration. The acquisition was financed with cash on hand. The goodwill recognized for this business acquisition is not deductible for income tax purposes. Fiscal Year 2024 Business Acquisitions In December 2023, we (through our Optoelectronics and Manufacturing division) acquired a privately held contract manufacturer for approximately $ 6.3 million. The acquisition was financed with cash on hand. The goodwill recognized for this business acquisition is deductible for income tax purposes. In October 2023, we (through our Security division) acquired a privately held provider of radiation detection technology for approximately $ 2.8 million, plus up to $ 3.6 million in potential contingent consideration. The acquisition was financed with cash on hand. The goodwill recognized for this business acquisition is not deductible for income tax purposes. 3. BALANCE SHEET DETAILS ​ The following tables provide details of selected balance sheet accounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, Accounts receivable, net ​ ​ ​ 2025 ​ ​ ​ 2026 Accounts receivable ​ $ 855,494 ​ $ 785,505 Less allowance for doubtful accounts ​ ( 17,751 ) ​ ​ ( 20,879 ) Total ​ $ 837,743 ​ $ 764,626 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, Inventories ​ ​ ​ 2025 ​ ​ ​ 2026 Raw materials ​ $ 245,993 ​ $ 261,624 Work-in-process ​ 72,124 ​ ​ 77,309 Finished goods ​ 89,057 ​ ​ 76,629 Total ​ $ 407,174 ​ $ 415,562 ​ F-21 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ ​ ​ ​ ​ ​ ​ ​ Useful ​ June 30, Property and equipment, net ​ ​ ​ Lives ​ ​ ​ 2025 ​ ​ ​ 2026 Land ​ N/A ​ $ 16,087 ​ $ 15,452 Buildings, civil works and improvements ​ 4 - 40 years ​ ​ 55,559 ​ ​ 51,148 Leasehold improvements ​ 3 - 20 years ​ ​ 14,636 ​ ​ 15,389 Equipment, tooling, furniture and fixtures ​ 3 - 13 years ​ ​ 158,411 ​ ​ 159,948 Computer equipment ​ 3 - 5 years ​ ​ 24,092 ​ ​ 28,068 Computer software ​ 3 - 10 years ​ ​ 30,954 ​ ​ 32,498 Computer software implementation in process ​ N/A ​ ​ 4,472 ​ ​ 4,560 Construction in process ​ N/A ​ ​ 7,370 ​ ​ 14,497 Total ​ ​ ​ ​ 311,581 ​ ​ 321,560 Less accumulated depreciation and amortization ​ ​ ​ ​ ( 184,834 ) ​ ​ ( 191,618 ) Property and equipment, net ​ ​ ​ $ 126,747 ​ $ 129,942 ​ During fiscal 2024, 2025 and 2026, depreciation expense was approximately $ 19.4 million, $ 22.0 million and $ 21.3 million, respectively. Other accrued expenses and current liabilities included accrued project costs of approximately $ 21.6 million and $ 40.1 million as of June 30, 2025 and 2026, respectively. Accrued project costs primarily consist of subcontractor, engineering, materials, installation and other direct costs incurred in fulfilling customer contracts that had not yet been paid as of the end of the period. ​ 4. GOODWILL AND INTANGIBLE ASSETS The changes in the carrying amount of goodwill by segment for fiscal 2025 and 2026 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Optoelectronics ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ and ​ ​ ​ ​ ​ ​ ​ ​ Security ​ Manufacturing ​ Healthcare ​ ​ ​ ​ ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Consolidated Balance as of June 30, 2024 ​ $ 232,215 ​ $ 70,807 ​ $ 48,458 ​ $ 351,480 Goodwill acquired or adjusted during the period ​ 33,804 ​ ​ — ​ ​ — ​ ​ 33,804 Foreign currency translation adjustment ​ 346 ​ ​ 1,516 ​ ​ 247 ​ ​ 2,109 Balance as of June 30, 2025 ​ $ 266,365 ​ $ 72,323 ​ $ 48,705 ​ $ 387,393 Goodwill acquired or adjusted during the period ​ 20,548 ​ ​ — ​ ​ — ​ ​ 20,548 Foreign currency translation adjustment ​ 5 ​ ​ ( 1,157 ) ​ ​ ( 112 ) ​ ​ ( 1,264 ) Balance as of June 30, 2026 ​ $ 286,918 ​ $ 71,166 ​ $ 48,593 ​ $ 406,677 ​ F-22 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 Intangible assets consisted of the following (dollar amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2025 ​ June 30, 2026 ​ ​ Weighted ​ Gross ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Carrying ​ Accumulated ​ Intangibles ​ Carrying ​ Accumulated ​ Intangibles ​ ​ ​ ​ Lives ​ ​ ​ Value ​ ​ ​ Amortization ​ ​ ​ Net ​ ​ ​ Value ​ ​ ​ Amortization ​ ​ ​ Net Amortizable assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Software development costs 7 years ​ $ 91,386 ​ $ ( 8,941 ) ​ $ 82,445 ​ $ 108,164 ​ $ ( 11,548 ) ​ $ 96,616 Patents 19 years ​ ​ 9,617 ​ ​ ( 4,353 ) ​ ​ 5,264 ​ ​ 9,965 ​ ​ ( 4,690 ) ​ ​ 5,275 Developed technology 9 years ​ ​ 99,937 ​ ​ ( 55,865 ) ​ ​ 44,072 ​ ​ 49,896 ​ ​ ( 18,428 ) ​ ​ 31,468 Customer relationships 7 years ​ ​ 20,991 ​ ​ ( 9,380 ) ​ ​ 11,611 ​ ​ 23,840 ​ ​ ( 7,188 ) ​ ​ 16,652 Total amortizable assets ​ ​ ​ 221,931 ​ ​ ( 78,539 ) ​ ​ 143,392 ​ ​ 191,865 ​ ​ ( 41,854 ) ​ ​ 150,011 Non-amortizable assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trademarks ​ ​ ​ 39,898 ​ ​ — ​ ​ 39,898 ​ ​ 42,344 ​ ​ — ​ ​ 42,344 Total intangible assets ​ ​ ​ $ 261,829 ​ $ ( 78,539 ) ​ $ 183,290 ​ $ 234,209 ​ $ ( 41,854 ) ​ $ 192,355 ​ Amortization expense related to intangible assets was $ 22.8 million, $ 21.6 million and $ 21.4 million for fiscal 2024, 2025 and 2026, respectively. At June 30, 2026, the estimated future amortization expense was as follows (in thousands): ​ ​ ​ ​ ​ 2027 ​ ​ ​ $ 14,108 2028 ​ 12,606 2029 ​ 9,142 2030 ​ 8,043 2031 ​ ​ 6,010 Thereafter ​ 100,102 Total ​ $ 150,011 ​ Software development costs for software products incurred before establishing technological feasibility are charged to operations. Software development costs incurred after establishing technological feasibility are capitalized on a product-by-product basis until the product is available for general release to customers at which time amortization begins. Annual amortization, charged to cost of goods sold, is the amount computed using the ratio that current revenues for a product bear to the total current and anticipated future revenues for that product. In the event that future revenues are not estimable, such costs are amortized on a straight-line basis over the remaining estimated economic life of the product. Amortizable assets that have not yet begun to be amortized are included in “Thereafter” in the table above. During fiscal 2024, 2025 and 2026, we capitalized software development costs in the amounts of $ 16.6 million, $ 16.9 million and $ 17.2 million, respectively. F-23 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 5. CONTRACT ASSETS AND LIABILITIES The table below shows the balance of contract assets and liabilities as of June 30, 2025 and 2026, including the change between the periods. There were no substantial non-current contract assets for the periods presented. Contract Assets (dollar amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ Change ​ ​ ​ % Change Unbilled revenue (included in accounts receivable, net) ​ $ 242,742 ​ $ 190,913 ​ $ ( 51,829 ) ​ ( 21 ) % ​ Contract Liabilities (dollar amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ Change ​ ​ ​ % Change ​ Advances from customers ​ $ 68,184 ​ $ 42,391 ​ $ ( 25,793 ) ​ ( 38 ) % Deferred revenue—current ​ ​ 77,788 ​ ​ 91,036 ​ ​ 13,248 ​ 17 % Deferred revenue—long-term ​ ​ 18,856 ​ ​ 20,857 ​ ​ 2,001 ​ 11 % ​ Contract Assets. Contract assets decreased by approximately $ 51.8 million as a result of unbilled revenue primarily from the timing and nature of milestones met in contracts for a number of customers in our Security Division, both within the United States and internationally, where we met the contractual terms to prepare invoices to the customers that reduce unbilled revenue, partially offset by transactions where we met the revenue recognition criteria under ASC 606 in advance of the time when contracts give us the right to invoice customers. Remaining Performance Obligations . Remaining performance obligations related to ASC 606 represent the portion of the transaction price allocated to performance obligations under contracts which are fully or partially unsatisfied at the end of the period. As of June 30, 2026 and 2025 the aggregate portion of the transaction price allocated to remaining performance obligations was approximately $ 1.8 billion. During fiscal 2026, we revised the scope of the disclosure of remaining performance obligations to no longer apply the optional disclosure-only exemption in ASC 606-10-50-14(a) that permits an entity to not disclose information about remaining performance obligations for performance obligations that are part of contracts with an original expected duration of one year or less. We believe this change is preferable under the circumstances because the new disclosure provides more useful information to users of the financial statements by presenting a more comprehensive measure of remaining performance obligations. The prior year amount has been revised to conform to the current year presentation. This change only affected the scope of the disclosure of remaining performance obligations and did not affect revenue recognition, results of operations or financial position. As of June 30, 2026, we expect to recognize revenue on approximately 59 % of the remaining performance obligations over the next 12 months , and the remainder is expected to be recognized thereafter. During the fiscal year ended June 30, 2026, we recognized revenue of $ 110.0 million from contract liabilities existing as of July 1, 2025. Practical Expedients. In cases where we are responsible for shipping after the customer has obtained control of the goods, we have elected to treat the shipping activities as fulfillment activities rather than as a separate performance obligation. Additionally, we have elected to capitalize the cost to obtain a contract only if the period of amortization would be longer than one year. We only give consideration to whether a customer agreement has a financing component if the period of time between transfer of goods and services and customer payment is greater than one year. ​ F-24 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 6. LEASES The components of operating lease expense for the fiscal years ended June 30, 2025 and 2026 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ ​ 2025 ​ ​ ​ 2026 Operating lease cost ​ $ 12,342 ​ $ 15,277 Variable lease cost ​ 954 ​ ​ 992 Short-term lease cost ​ 1,673 ​ ​ 997 ​ ​ $ 14,969 ​ $ 17,266 ​ Supplemental balance sheet assets and liabilities related to operating leases were as follows (dollar amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet Category ​ ​ ​ June 30, 2025 ​ ​ ​ June 30, 2026 Operating lease ROU assets, net ​ Other assets ​ $ 32,040 ​ $ 47,877 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities, current portion ​ Other accrued expenses and current liabilities ​ $ 11,712 ​ $ 13,115 ​ Operating lease liabilities, long-term ​ Other long-term liabilities ​ 20,977 ​ ​ 35,678 ​ Total operating lease liabilities ​ ​ ​ ​ $ 32,689 ​ $ 48,793 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term ​ ​ ​ ​ ​ ​ 6.1 Years ​ Weighted average discount rate ​ ​ ​ ​ ​ ​ 5.7 % ​ Supplemental cash flow information related to operating leases for the year ended June 30, 2026 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended June 30, ​ ​ ​ ​ 2025 ​ ​ ​ 2026 Cash paid for operating lease liabilities ​ $ 13,047 ​ $ 14,908 ROU assets obtained in exchange for new lease obligations ​ 11,628 ​ ​ 28,408 ​ Maturities of operating lease liabilities at June 30, 2026 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 Less than one year ​ $ 15,403 1 – 2 years ​ 10,045 2 – 3 years ​ 6,883 3 – 4 years ​ 4,988 4 – 5 years ​ 4,091 Thereafter ​ 16,929 ​ ​ 58,339 Less: Imputed interest ​ ( 9,546 ) Total lease liabilities ​ $ 48,793 ​ ​ ​ 7. IMPAIRMENT, RESTRUCTURING AND OTHER CHARGES We endeavor to align our global capacity and infrastructure with demand by our customers as well as fully integrate acquisitions and thereby improve operational efficiency. During the fiscal year ended June 30, 2026, we recognized $ 16.6 million in impairments, restructuring and other charges, which included $ 5.1 million for employee terminations, $ 2.1 million in acquisition related costs, $ 1.2 million for impairment of assets, $ 0.2 F-25 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 million for facility closure costs for operational efficiency activities, $ 1.6 million in legal charges, $ 2.2 million for non-recurring charges in our Security division, and $ 4.2 million of non-recurring charges in our Healthcare division. During the fiscal year ended June 30, 2025, we recognized $ 5.3 million in restructuring and other charges, which included $ 0.7 million for facility closure costs for operational efficiency activities, $ 2.7 million for employee terminations, $ 0.6 million in acquisition related costs, and $ 1.3 million in legal charges. During the fiscal year ended June 30, 2024, we recognized $ 6.4 million in restructuring and other charges, which included $ 3.2 million for facility closure costs for operational efficiency activities, $ 1.4 million for employee terminations, $ 1.0 million in acquisition related costs, and $ 0.8 million in legal charges. The following tables summarize impairment, restructuring and other charges for the periods set forth below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 ​ ​ ​ ​ ​ Optoelectronics ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Security ​ Manufacturing ​ Healthcare ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Corporate ​ ​ ​ Total Acquisition-related costs ​ $ 247 ​ $ 201 ​ $ — ​ $ 514 ​ $ 962 Employee termination costs ​ 285 ​ ​ 199 ​ ​ 810 ​ 122 ​ ​ 1,416 Facility closures/consolidation ​ 90 ​ ​ 3,148 ​ ​ — ​ — ​ ​ 3,238 Legal costs, net ​ 53 ​ ​ — ​ ​ — ​ ​ 722 ​ ​ 775 Total expensed ​ $ 675 ​ $ 3,548 ​ $ 810 ​ $ 1,358 ​ $ 6,391 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2025 ​ ​ ​ ​ ​ Optoelectronics ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Security ​ Manufacturing ​ Healthcare ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Corporate ​ ​ ​ Total Acquisition-related costs ​ $ 378 ​ $ — ​ $ — ​ $ 228 ​ $ 606 Employee termination costs ​ ​ 975 ​ ​ 391 ​ ​ 958 ​ 360 ​ ​ 2,684 Facility closures/consolidation ​ 529 ​ ​ 242 ​ ​ — ​ — ​ ​ 771 Legal costs, net ​ — ​ ​ ( 14 ) ​ ​ 1,288 ​ ​ — ​ ​ 1,274 Total expensed ​ $ 1,882 ​ $ 619 ​ $ 2,246 ​ $ 588 ​ $ 5,335 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2026 ​ ​ ​ ​ ​ Optoelectronics ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ and ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Security ​ Manufacturing ​ Healthcare ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Corporate ​ ​ ​ Total Acquisition-related costs ​ $ 33 ​ $ — ​ $ — ​ $ 2,046 ​ $ 2,079 Employee termination costs ​ ​ 2,912 ​ ​ 601 ​ ​ 1,522 ​ ​ 149 ​ ​ 5,184 Facility closure/consolidation ​ ​ 233 ​ ​ — ​ ​ — ​ ​ — ​ ​ 233 Impairment of assets ​ ​ 1,154 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,154 Legal and other expense (benefit), net ​ ​ 2,674 ​ ​ ( 155 ) ​ ​ 5,422 ​ ​ — ​ ​ 7,941 Total expensed ​ $ 7,006 ​ $ 446 ​ $ 6,944 ​ $ 2,195 ​ $ 16,591 ​ F-26 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 The accrued liability for restructuring and other charges is included in other accrued expenses and current liabilities in the consolidated balance sheet. The changes in the accrued liability for restructuring and other charges for fiscal 2025 and 2026 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Facility ​ ​ ​ ​ ​ ​ ​ Acquisition- ​ Employee ​ Closure / ​ Legal ​ ​ ​ ​ ​ Related ​ Termination ​ Consolidation ​ and Other ​ ​ ​ ​ ​ ​ ​ Costs ​ ​ ​ Costs ​ ​ ​ Cost ​ ​ ​ Costs ​ ​ ​ Total Balance as of June 30, 2024 ​ $ 496 ​ $ 294 ​ $ 227 ​ $ 808 ​ $ 1,825 Restructuring and other charges, net ​ ​ 606 ​ ​ 2,684 ​ ​ 771 ​ 1,274 ​ ​ 5,335 Payments, adjustments and reimbursements, net ​ ​ ( 1,102 ) ​ ​ ( 2,533 ) ​ ​ ( 375 ) ​ ​ ( 365 ) ​ ​ ( 4,375 ) Balance as of June 30, 2025 ​ $ — ​ $ 445 ​ $ 623 ​ $ 1,717 ​ $ 2,785 Restructuring and other charges, net ​ 2,079 ​ ​ 5,184 ​ ​ 233 ​ ​ 7,941 ​ ​ 15,437 Payments and adjustments, net ​ ( 2,079 ) ​ ​ ( 3,949 ) ​ ​ ( 856 ) ​ ​ ( 7,921 ) ​ ​ ( 14,805 ) Balance as of June 30, 2026 ​ $ — ​ $ 1,680 ​ $ — ​ $ 1,737 ​ $ 3,417 ​ ​ 8. BORROWINGS Long-term debt consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2025 ​ ​ ​ 2026 Term loan ​ $ 128,125 ​ $ 92,500 2029 Notes, net ​ ​ 342,231 ​ ​ 344,052 2031 Notes, net ​ ​ — ​ ​ 564,372 Other long-term debt ​ 1,278 ​ ​ 125 ​ ​ 471,634 ​ ​ 1,001,049 Less current portion of long-term debt ​ ( 8,130 ) ​ ​ ( 2,531 ) Long-term portion of debt ​ $ 463,504 ​ $ 998,518 ​ Fiscal year principal payments of long-term debt as of June 30, 2026 are as follows (in thousands): ​ ​ ​ ​ ​ 2027 ​ ​ ​ $ 2,531 2028 ​ ​ 5,041 2029 ​ ​ 5,041 2030 ​ ​ 355,012 2031 ​ ​ 650,000 2032 and thereafter ​ ​ — ​ ​ ​ 1,017,625 Less unamortized debt discount and issuance costs ​ ​ ( 16,576 ) Total ​ $ 1,001,049 ​ Revolving Credit Facility In July 2025 we amended and extended our credit facility, now maturing in July 2030, to increase the revolving limit from $ 600 million to $ 725 million and replaced the $ 128.1 million term loan with a $ 100.0 million term loan which were accounted for as a debt modification. The sub-limit for letters of credit was increased from $ 300 million to $ 350 million, which includes up to $ 300 million for borrowings in certain foreign currencies. Under certain circumstances and subject to certain conditions, we have the ability to increase the revolving credit facility by an amount equal to the greater of $ 300 million or such amount as would not cause our secured leverage ratio to exceed a specified level. Other enhancements include the permitted securitization of certain qualifying assets of up to $ 100 million. F-27 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 Borrowings under the facility bore interest at SOFR plus a margin of 1.25 % as of June 30, 2026 (which margin can range from 1.0 % to 1.75 % based on our consolidated net leverage ratio as defined in the credit facility). Letters of credit reduce the amount available to borrow under the credit facility by their face value amount. The unused portion of the facility bore a commitment fee of 0.15 % as of June 30, 2026 (which fee can range from 0.10 % to 0.25 % based on our consolidated net leverage ratio as defined in the credit facility). Our borrowings under the credit agreement are guaranteed by certain of our U.S.-based subsidiaries and are secured by substantially all of our assets and substantially all the assets of certain of our subsidiaries. The credit facility contains various representations and warranties, affirmative, negative and financial covenants and events of default. As of June 30, 2026, there were no borrowings outstanding under the revolving credit facility, $ 95.8 million outstanding under the letters of credit sub-facility, and $ 92.5 million outstanding under the term loan. As of June 30, 2026, the amount available to borrow under the credit facility was $ 629.2 million. Loan amounts under the revolving credit facility may be borrowed, repaid and re-borrowed during the term. The principal amount of each loan is due and payable in full on the maturity date. We have the right to repay each loan in whole or in part from time to time without penalty. It is our practice to routinely borrow and repay several times per year under the revolving facility and therefore, borrowings under the revolving credit facility are included in current liabilities. As of June 30, 2026, we were in compliance with all financial covenants under this credit facility. In September 2022, we entered into an interest rate swap agreement in order to mitigate the interest rate risk on a portion of the interest payments expected to be made on the borrowings outstanding under the revolving credit facility and term loan. Refer to Note 1 for further information relating to the interest rate swap agreement. 2.25 % Convertible Senior Notes Due 2029 (“2029 Notes”) In July 2024, we issued an aggregate of $ 350.0 million principal amount of 2.25 % convertible senior notes due in August 2029 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, at an issuance price equal to 97.5 % of the principal amount. The 2029 Notes were issued pursuant to and are governed by an indenture dated July 19, 2024. The proceeds from the issuance of the 2029 Notes were $ 340.4 million, net of the issuance discount and debt issuance costs. The 2029 Notes are unsecured obligations which bear regular interest at 2.25 % per annum payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2025. The 2029 Notes will mature on August 1, 2029, unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2029 Notes are convertible into a combination of cash and shares of our common stock, at an initial conversion rate of 5.2090 shares of common stock per $1,000 principal amount of 2029 Notes, which is equivalent to an initial conversion price of approximately $ 191.98 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. We may redeem for cash all or any portion of the 2029 Notes, at our option, on or after August 6, 2027 if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100 % of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest up to the day before the redemption date. The holders may require us to repurchase the 2029 Notes upon the occurrence of certain fundamental change transactions at a redemption price equal to 100 % of the principal amount of the 2029 Notes redeemed, plus accrued and unpaid interest up to the day before the redemption date. Holders of the 2029 Notes may convert all or a portion of their 2029 Notes at their option prior to May 1, 2029, in multiples of $1,000 principal amounts, only under the following circumstances (i) during any calendar quarter commencing after the quarter ended on September 30, 2025 (and only during such calendar quarter), if our common stock price exceeds 130 % of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter; (ii) during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of specified corporate events or certain distributions on our common stock; or (iv) if we call any or all 2029 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption. On or after May 1, 2029, the 2029 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2029 Notes who convert the 2029 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2029 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate. F-28 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 We accounted for the issuance of the 2029 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. The following table is a summary of the 2029 Notes as of June 30, 2026 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2026 Principal amount ​ $ 350,000 Unamortized debt discount and issuance costs ​ ( 5,948 ) Net carrying amount ​ $ 344,052 ​ ​ ​ ​ Fair value (Level 2) ​ $ 467,505 ​ The 2029 Notes were not eligible for conversion as of June 30, 2026. No sinking fund is provided for the 2029 Notes, which means that we are not required to redeem or retire them periodically. As of June 30, 2026 we were in compliance with applicable financial covenants under the indenture governing the 2029 Notes. For the fiscal year ended June 30, 2026, total interest expense for the 2029 Notes was $ 9.7 million, which consisted of $ 7.9 million of contractual interest expense and $ 1.8 million of amortization of debt discount and issuance costs. The unamortized debt issuance cost is amortized on the effective interest method over the life of the 2029 Notes. 0.50 % Convertible Senior Notes Due 2031 In November 2025, we issued an aggregate of $ 575.0 million principal amount of 0.50 % convertible senior notes due in February 2031 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act at an issuance price equal to 98 % of the principal amount. The 2031 Notes were issued pursuant to and are governed by an indenture dated November 20, 2025. The proceeds from the issuance of the 2031 Notes were approximately $ 563.0 million, net of the issuance discount and debt issuance costs. The 2031 Notes are unsecured obligations which bear regular interest at 0.50 % per annum payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2026. The 2031 Notes will mature on February 1, 2031, unless repurchased, redeemed, or converted in accordance with their terms prior to such date. 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. We may redeem for cash all or any portion of the 2031 Notes, at our option, on or after February 6, 2029 if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100 % of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest up to the day before the redemption date. The holders of the 2031 Notes may require us to repurchase the 2031 Notes upon the occurrence of certain fundamental change transactions at a redemption price equal to 100 % of the principal amount of the 2031 Notes redeemed, plus accrued and unpaid interest up to the day before the redemption date. Holders of the 2031 Notes may, at their option, convert all or a portion of their 2031 Notes prior to November 1, 2030, in multiples of $1,000 principal amounts, only (i) during any calendar quarter if our common stock price exceeds 130 % of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter, (ii) during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of the 2031 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day, (iii) upon the occurrence of specified corporate events or certain distributions on our common stock; or (iv) if we call any or all of the 2031 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the 2031 Notes called for redemption. F-29 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 On or after November 1, 2030, the 2031 Notes will be convertible by the holders thereof at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2031 Notes who convert the 2031 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2031 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate. We accounted for the issuance of the 2031 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. The following table is a summary of the 2031 Notes as of June 30, 2026 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2026 Principal amount ​ $ 575,000 Unamortized debt discount and issuance costs ​ ( 10,628 ) Net carrying amount ​ $ 564,372 ​ ​ ​ ​ Fair value (Level 2) ​ $ 537,913 ​ The 2031 Notes were not eligible for conversion as of June 30, 2026. No sinking fund is provided for the 2031 Notes, which means that we are not required to redeem or retire them periodically. As of June 30, 2026 we were in compliance with applicable financial covenants under the indenture governing the 2031 Notes. For the fiscal year ended June 30, 2026, total interest expense for the 2031 Notes was $ 3.2 million, which consisted of $ 1.8 million of contractual interest expense and $ 1.4 million of amortization of debt discount and issuance costs. The unamortized debt issuance cost is amortized on the effective interest method over the life of the 2031 Notes. Other Borrowings Several of our foreign subsidiaries maintain bank lines-of-credit, denominated in local currencies and U.S. dollars, primarily for the issuance of letters-of-credit. As of June 30, 2026, $ 63.0 million was outstanding under these letter-of-credit facilities. As of June 30, 2026, the total amount available under these credit facilities was $ 57.2 million. ​ 9. STOCKHOLDERS’ EQUITY Stock-based Compensation As of June 30, 2026, we maintained the OSI Plan as a stock-based employee compensation plan. We recorded stock-based compensation expense in the consolidated statements of operations as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2026 Cost of goods sold ​ $ 930 ​ $ 1,014 ​ $ 1,171 Selling, general and administrative ​ 27,155 ​ ​ 30,340 ​ ​ 24,594 Research and development ​ 621 ​ ​ 605 ​ ​ 668 Stock-based compensation expense ​ $ 28,706 ​ $ 31,959 ​ $ 26,433 ​ As of June 30, 2026, total unrecognized compensation cost related to stock-based compensation grants under the OSI Plan was estimated at $ 0.9 million for stock options and $ 13.3 million for restricted stock units (“RSUs”). We expect to recognize these costs over a weighted-average period of 1.87 years with respect to the stock options and 2.2 years for grants of RSUs. F-30 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 OSI Plan Awards are granted in the form of incentive options, nonqualified options, stock appreciation rights, RSUs, performance shares and stock bonuses, amongst other forms of equity, to qualified employees, directors and consultants. Under the OSI Plan, the exercise price of nonqualified options and incentive stock options may not be less than the fair market value of our common stock on the date of grant. The exercise price of nonqualified options and incentive stock options granted to individuals who own more than 10 % of our voting stock may not be less than 110 % of the fair market value of our common stock on the date of grant. Stock options granted under the OSI Plan typically vest over three years based on continued service. Restricted stock and RSUs typically vest over three to four years based on continued service. Certain restricted stock awards granted to senior management vest based on the achievement of pre-established performance criteria. Stock Option Fair Value Estimation Assumptions. We estimate the fair value of our stock options at the date of grant using the Black-Scholes option-pricing valuation model. Our valuation model is affected by our stock price as well as weighted average assumptions for a number of subjective variables described below. Expected Dividend. Expected dividend is based on historical patterns and our anticipated dividend payments over the expected holding period. Risk-Free Interest Rate. The risk-free interest rate for stock options is based on U.S. Treasuries for a maturity matching the expected holding period. Expected Volatility. Expected volatility is based on implied volatility and/or our historical share price volatility matching the expected holding period. No single method of estimating volatility is proper under all circumstances and to the extent that a company can derive implied volatility based on the trading of its financial instruments on a public market, it may be appropriate to use both implied and historical volatility in its assumptions. We have certain financial instruments that are publicly traded from which we can derive the implied volatility. Therefore, we use implied and historical volatility for valuing our stock options. We believe that implied and historical volatility is a better indicator of expected volatility because it is generally reflective of both historical volatility and expectations of how future volatility will differ from historical volatility. Expected Holding Period. We use historical stock option exercise data to estimate the expected holding period. Changes in assumptions can materially impact the estimated fair value of stock options. The weighted average assumptions used in the valuation model are presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2026 Expected dividend — ​ — ​ — ​ Risk-free interest rate 4.5 % 4.4 % 3.6 % Expected volatility 29.0 % 29.0 % 34.0 % Expected holding period (in years) 4.5 ​ 4.5 ​ 4.5 ​ ​ F-31 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 The following summarizes stock option activity for fiscal years 2024, 2025 and 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Weighted-Average ​ Aggregate ​ ​ Number of ​ Exercise ​ Remaining Contractual ​ Intrinsic Value ​ ​ ​ ​ Options ​ ​ ​ Price ​ ​ ​ Term ​ ​ ​ (in thousands) Outstanding at June 30, 2023 83,677 ​ $ 87.09 ​ ​ ​ ​ ​ Granted 22,438 ​ ​ 119.45 ​ ​ ​ ​ ​ Exercised ( 22,698 ) ​ ​ 81.67 ​ ​ ​ ​ ​ Expired or forfeited ( 4,459 ) ​ ​ 86.72 ​ ​ ​ ​ ​ Outstanding at June 30, 2024 78,958 ​ $ 97.87 ​ ​ ​ ​ ​ Granted 16,039 ​ ​ 174.09 ​ ​ ​ ​ ​ Exercised ( 33,782 ) ​ ​ 91.69 ​ ​ ​ ​ ​ Expired or forfeited ( 962 ) ​ ​ 111.09 ​ ​ ​ ​ ​ Outstanding at June 30, 2025 60,253 ​ $ 121.41 ​ ​ ​ ​ ​ Granted 8,379 ​ ​ 266.17 ​ ​ ​ ​ ​ Exercised ( 15,650 ) ​ ​ 109.52 ​ ​ ​ ​ ​ Expired or forfeited ( 1,533 ) ​ ​ 151.92 ​ ​ ​ ​ ​ Outstanding at June 30, 2026 51,449 ​ $ 147.69 ​ 7.4 years ​ $ 4,050 Exercisable at June 30, 2026 ​ 26,669 ​ $ 107.91 ​ 6.4 years ​ $ 2,955 ​ The per-share weighted-average grant-date fair value of stock options granted under the OSI Plan was $ 38.28 , $ 55.50 and $ 90.76 for fiscal 2024, 2025 and 2026, respectively. The total intrinsic value of options exercised during fiscal 2026 was $ 2.5 million. Restricted Stock Units —A summary of RSU activity for the periods indicated was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ ​ ​ ​ Shares ​ ​ ​ Fair Value Nonvested at June 30, 2023 455,515 ​ $ 85.15 Granted 333,114 ​ ​ 95.42 Vested ( 390,375 ) ​ ​ 79.75 Forfeited ( 6,663 ) ​ ​ 88.76 Nonvested at June 30, 2024 391,591 ​ $ 99.21 Granted 297,912 ​ ​ 150.91 Vested ( 323,297 ) ​ ​ 127.88 Forfeited ( 10,810 ) ​ ​ 103.40 Nonvested at June 30, 2025 355,396 ​ $ 116.34 Granted 228,602 ​ ​ 226.58 Vested ( 339,252 ) ​ ​ 162.20 Forfeited ( 3,011 ) ​ ​ 126.33 Nonvested at June 30, 2026 241,735 ​ $ 156.11 ​ The per-share weighted average grant-date fair value of RSUs granted under the OSI Plan was $ 95.42 , $ 127.88 , and $ 226.58 for fiscal 2024, 2025 and 2026, respectively. The total fair value of shares vested during fiscal 2024, 2025 and 2026 was $ 31.1 million, $ 41.3 million, and $ 55.0 million, respectively. In December 2023, our shareholders approved an amendment to the OSI Plan, which increased the shares available under the OSI Plan by 2.4 million shares, resulting in a maximum pool of 9.5 million shares. As of June 30, 2026, there were approximately 1.6 million shares available for grant under the OSI Plan. Under the terms of the OSI Plan, RSUs and restricted stock granted from the pool of shares available for grant reduce the pool by 1.87 shares for each award granted. RSUs and restricted stock forfeited and returned to the pool of shares available for grant increase the pool by 1.87 shares for each award forfeited. F-32 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 We granted 75,988 , 80,682 , and 49,431 performance-based awards during fiscal 2024, 2025 and 2026, respectively. These performance-based RSU awards are contingent on the achievement of certain performance metrics. The payout related to these awards can range from zero to 376 % of the original number of shares or units awarded. Compensation cost associated with these performance- based RSUs are recognized based on the estimated number of shares that we ultimately expect will vest. If the estimated number of shares to vest is revised in the future, then stock-based compensation expense will be adjusted accordingly. Employee Stock Purchase Plan We have an employee stock purchase plan under which eligible employees may purchase a limited number of shares of common stock at a discount of up to 15 % of the market value of such stock at pre-determined, plan-defined dates. During the years ended June 30, 2024, 2025 and 2026, employees purchased 63,111 , 53,697 , 40,091 shares, respectively. As of June 30, 2026, there were 259,863 shares of our common stock available for issuance under the plan. ​ Stock Repurchase Program In September 2022, our Board of Directors increased the stock repurchase authorization to a total of two million shares of common stock. This program does not expire unless our Board of Directors acts to terminate the program. The timing and actual numbers of shares purchased depends on a variety of factors, including stock price, general business and market conditions and other investment opportunities. Repurchases may be made from time to time under the program through open-market purchases or privately-negotiated transactions at our discretion. Upon repurchase, the shares are restored to the status of authorized but unissued shares and we record them in our consolidated financial statements as a reduction in the number of shares of common stock issued and outstanding. On August 20, 2026, we announced that our Board of Directors has approved an additional one million shares for repurchase under our stock repurchase program, increasing the total remaining authorization to 1,078,731 shares. During fiscal 2024, 2025 and 2026, we repurchased zero shares, 531,314 shares and 1,111,825 shares, respectively, of common stock under our then current programs. As of June 30, 2026, there were 78,731 shares remaining available for repurchase under the authorized repurchase program. Dividends We have not paid any dividends since the consummation of our initial public offering in 1997 and we do not currently intend to pay any dividends in the foreseeable future. Our Board of Directors will determine the payment of future dividends, if any. Certain of our current bank credit facilities restrict the payment of dividends and future borrowings may contain similar restrictions. ​ 10. INCOME TAXES The following is a geographical breakdown of income before the provision for income taxes (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2026 Pre-tax income: ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 41,330 ​ $ 30,218 ​ $ 45,277 Foreign ​ 119,884 ​ ​ 155,876 ​ ​ 147,469 Total pre-tax income ​ $ 161,214 ​ $ 186,094 ​ $ 192,746 ​ F-33 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 Our provision for income taxes consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2026 Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 22,229 ​ $ 12,218 ​ $ 8,583 State ​ 2,122 ​ ​ 2,260 ​ ​ 2,422 Foreign ​ 22,842 ​ ​ 31,066 ​ ​ 29,062 Total current provision ​ 47,193 ​ ​ 45,544 ​ ​ 40,067 Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ ( 13,375 ) ​ $ ( 7,667 ) ​ $ ( 1,509 ) State ​ ( 594 ) ​ ​ ( 853 ) ​ ​ ( 850 ) Foreign ​ ( 164 ) ​ ​ ( 567 ) ​ ​ 327 Total deferred (benefit) ​ ( 14,133 ) ​ ​ ( 9,087 ) ​ ​ ( 2,032 ) Total provision ​ $ 33,060 ​ $ 36,457 ​ $ 38,035 ​ Net income tax payments for the year ended June 30, 2026, after the prospective adoption of ASU 2023-09, consisted of the following: ​ ​ ​ ​ ​ United States – federal (1) ​ ​ ​ $ 10,351 United States – state and local ​ ​ 1,755 United Kingdom ​ ​ 11,919 Canada ​ ​ 2,499 Malaysia ​ ​ 6,277 Singapore ​ ​ 2,702 Other foreign ​ ​ 7,497 Total ​ $ 43,000 (1) The Company’s U.S. federal payments were reduced by foreign tax credits and research and development credits. As of June 30, 2025 and 2026, our liability for uncertain tax positions was $ 15.4 million and $ 15.2 million, respectively. The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $ 14.9 million as of June 30, 2026. We recognize potential interest and penalties related to income tax matters in income tax expense. As of June 30, 2026, we have accrued $ 3.2 million for interest and penalties. Our uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. These include fiscal years after 2022 for federal purposes, fiscal years after 2021 for state purposes and fiscal years after 2018 for various foreign jurisdictions. Future developments, such as the settlement of income tax positions or the expiration of applicable statutes of limitation, could result in changes to our liability for unrecognized tax benefits. F-34 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 A summary of activity of unrecognized tax benefits for fiscal 2025 and 2026 is as follows (in thousands). ​ ​ ​ ​ ​ Balance at June 30, 2024 ​ ​ ​ $ 17,914 Additions on tax positions for the current year ​ 1,296 Additions on tax positions from prior years ​ 234 Reduction in tax positions from prior year for dispute settlements ​ ( 438 ) Reductions to prior year tax positions ​ ​ ( 305 ) Reduction to prior year tax positions for statute of limitations closure ​ ​ ( 3,108 ) Balance at June 30, 2025 ​ $ 15,593 Additions on tax positions for the current year ​ 973 Additions on tax positions from prior years ​ 58 Reduction to prior year tax positions ​ ​ ( 44 ) Reduction to prior year tax positions for statute of limitations closure ​ ( 1,668 ) Balance at June 30, 2026 ​ $ 14,912 ​ Deferred income tax assets (liabilities) consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ ​ 2025 ​ ​ ​ 2026 Deferred income tax assets: ​ ​ ​ ​ ​ ​ Tax credit carryforwards ​ $ 6,383 ​ $ 6,768 Net operating loss carryforwards ​ 3,339 ​ ​ 3,197 Customer advances ​ 6,521 ​ ​ 8,100 Allowance for doubtful accounts ​ 3,146 ​ ​ 3,560 Inventory reserve ​ 14,636 ​ ​ 14,435 Accrued liabilities ​ 3,209 ​ ​ 4,200 Operating lease liabilities ​ ​ 5,540 ​ ​ 8,946 Stock and deferred compensation ​ 14,504 ​ ​ 16,816 Other assets ​ 1,700 ​ ​ 3,548 Total deferred income tax assets ​ 58,978 ​ ​ 69,570 Valuation allowance ​ ( 10,471 ) ​ ​ ( 11,352 ) Net deferred income tax assets ​ 48,507 ​ ​ 58,218 Deferred income tax liabilities: ​ ​ ​ ​ ​ ​ Depreciation ​ ( 6,280 ) ​ ​ ( 8,621 ) Amortization of intangible assets ​ ( 13,784 ) ​ ​ ( 13,280 ) Withholding tax on unrepatriated foreign earnings ​ ​ ( 8,496 ) ​ ​ ( 9,266 ) Operating lease ROU assets ​ ​ ( 5,482 ) ​ ​ ( 8,752 ) Other liabilities ​ ( 3,604 ) ​ ​ ( 3,842 ) Total deferred income tax liabilities ​ ( 37,646 ) ​ ​ ( 43,761 ) Net deferred income tax assets ​ $ 10,861 ​ $ 14,457 ​ The components of the net deferred income tax asset are classified in the consolidated balance sheets as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ ​ 2025 ​ ​ ​ 2026 Long term deferred income tax asset, included in other assets ​ $ 14,195 ​ $ 19,920 Long term deferred income tax liability ​ ( 3,334 ) ​ ​ ( 5,463 ) Net deferred income tax assets ​ $ 10,861 ​ $ 14,457 ​ F-35 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 The components of current taxes receivable and payable and prepaid taxes are classified in the consolidated balance sheets as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2025 ​ ​ ​ 2026 Current taxes receivable and prepaid taxes, included in prepaid expenses and other current assets ​ $ 10,958 ​ $ 16,352 Current taxes payable, included in other accrued expenses and current liabilities ​ ( 22,285 ) ​ ​ ( 23,266 ) Net tax payable ​ $ ( 11,327 ) ​ $ ( 6,914 ) ​ As of June 30, 2026, we had federal, state and foreign net operating losses carryforwards of approximately $ 0.3 million, $ 17.2 million and $ 7.7 million, respectively. Our net operating loss carryforwards will begin to expire in the tax year ending June 30, 2028. As of June 30, 2026, we had federal and state tax credit carryforwards of approximately $ 3.8 million and $ 6.8 million, respectively. Our credit carryforwards will begin to expire in the tax year ending June 30, 2032. We have established valuation allowances that relate to the net operating losses of certain subsidiaries, capital losses, and tax credits. During the year ended June 30, 2026, we recorded an aggregate net increase of $ 0.9 million to these valuation allowances. We evaluate the need for valuation allowances on a jurisdiction-by-jurisdiction basis and release such allowances when sufficient positive evidence exists to conclude that it is more likely than not that the deferred tax assets will be realized. We recognized all excess tax benefits and tax deficiencies related to equity-based compensation as a component of income tax expense or benefit in the period in which they occur, in accordance with ASC 718. An income tax benefit of approximately $ 1.7 and $ 2.1 million was recognized in fiscal 2025 and 2026, respectively. The consolidated effective income tax rate differs from the federal statutory income tax rate due primarily to the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30 ​ ​ 2026 ​ Provision for income taxes at federal statutory rate ​ ​ ​ $ 40,477 ​ ​ ​ 21 % State tax expense, net of federal income tax benefit (1) ​ 1,003 0.5 ​ Foreign tax effects: ​ ​ ​ ​ United Kingdom ​ ​ ​ ​ Patent box benefit ​ ( 5,435 ) ( 2.8 ) ​ Other ​ 1,324 0.7 ​ Other foreign jurisdictions ​ 2,087 1.1 ​ Effect of cross-border tax laws: ​ ​ ​ ​ ​ ​ Foreign Derived Intangible Income (FDII) benefit ​ ​ ( 2,973 ) ​ ( 1.5 ) ​ Other effects of cross-border tax laws ​ 901 0.4 ​ Tax Credits: ​ ​ ​ ​ Research and development tax credits ​ ( 2,054 ) ( 1.1 ) ​ Changes in valuation allowance ​ 2,527 1.3 ​ Nontaxable or nondeductible items: ​ ​ ​ ​ ​ ​ Officers’ compensation ​ ​ 4,771 ​ 2.5 ​ Other ​ ​ ( 4,332 ) ​ ( 2.3 ) ​ Changes in unrecognized tax benefit ​ ( 261 ) ( 0.1 ) ​ Effective income tax rate ​ $ 38,035 19.7 % (1) Massachusetts, Minnesota, New York, and Texas made up the majority (greater than 50% of the tax expense in this category). F-36 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 The following table provides the disclosures required before adopting ASU 2023-09 and reconciles our effective tax rate with the U.S. federal tax rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ Provision for income taxes at federal statutory rate ​ 21 % 21 % Research and development tax credits ​ ( 1.6 ) ​ ( 1.5 ) ​ Foreign income subject to tax at other than federal statutory rate ​ 1.7 ​ 2.1 ​ Stock compensation ​ ( 0.5 ) ​ ( 0.9 ) ​ Officers’ compensation ​ 4.1 ​ 3.2 ​ Change in valuation allowance ​ 1.0 ​ 0.2 ​ Unrecognized tax expense (benefit) ​ 3.7 ​ ( 1.3 ) ​ State tax expense ​ 0.9 ​ 1.1 ​ U.S. tax on foreign earnings ​ ( 0.8 ) ​ ( 0.2 ) ​ Changes in prior year estimates ​ ( 2.4 ) ​ 0.3 ​ Global intangible low-taxed income, net of foreign tax credits ​ 0.8 ​ 0.9 ​ Foreign Derived Intangible Income Benefit ​ ( 4.3 ) ​ ( 1.9 ) ​ Non-taxable earnings from acquisitions ​ ( 0.8 ) ​ ( 0.5 ) ​ Patent box benefit ​ ( 3.2 ) ​ ( 2.8 ) ​ Other ​ 0.9 ​ ( 0.1 ) ​ Effective income tax rate ​ 20.5 % 19.6 % ​ The provision for income taxes consists of provisions for federal, state, and foreign income taxes. We operate in an international environment with significant operations in various locations outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates. ​ 11. COMMITMENTS AND CONTINGENCIES Acquisition-Related Contingent Obligations —Under the terms and conditions of the purchase agreements associated with certain acquisitions, we may be obligated to make additional payments based on the achievement of certain sales or profitability milestones through the acquired operations. For agreements that contain contingent consideration caps, the remaining maximum amount of such potential future payments was $ 51.9 million as of June 30, 2026. These projections and probabilities are used to estimate future contingent earnout payments, which are discounted back to present value to compute contingent earnout liabilities. The following table provides a roll-forward from June 30, 2025 to June 30, 2026 of the contingent consideration liability, which is included in other accrued expenses and current liabilities, and other long-term liabilities in our consolidated balance sheets (in thousands): ​ ​ ​ ​ ​ Beginning fair value, June 30, 2025 ​ ​ ​ $ 19,086 Addition of contingent earnout obligations ​ ​ 9,702 Foreign currency translation adjustment ​ ​ ( 70 ) Changes in fair value for contingent earnout obligations ​ ( 10,120 ) Payments on contingent earnout obligations ​ ( 486 ) Ending fair value, June 30, 2026 ​ $ 18,112 ​ F-37 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 Advances from Customers —We receive advances from customers associated with certain contracts. These advances are paid in cash by customers, and we account for these as liabilities until our contractual obligations are complete. Guarantees— We are periodically required to provide performance bonds to do business with certain customers. These arrangements are common in the industry and generally have terms ranging between one year and ten years . The bonds are provided by various bonding agencies. However, we are ultimately liable for claims that may occur against them. As of June 30, 2025 and 2026, we had a maximum financial exposure related to performance bonds of approximately $ 104 million and $ 102 million, respectively. As described in Note 8, we and several of our foreign subsidiaries have issued letters of credit under the revolving credit facility and international bank facilities. These letters of credit are issued to protect various customers, suppliers and government agencies under contractual arrangements and regulatory requirements. We have no history of significant claims and there are no pending matters that would require us to perform under any of these arrangements, and we believe that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the consolidated financial statements. Accordingly, no liability for any of these arrangements has been recorded as of June 30, 2025 and 2026. Environmental Contingencies —We are subject to various environmental laws. We conduct environmental investigations at our manufacturing facilities in North America, Asia-Pacific, and Europe, and, to the extent practicable, on all new properties to identify, as of the date of such investigation, potential areas of environmental concern related to past and present activities or from nearby operations. In certain cases, we have conducted further environmental assessments consisting of soil and groundwater testing and other investigations deemed appropriate by independent environmental consultants. We have not accrued for loss contingencies relating to environmental matters because we believe that, although unfavorable outcomes are possible, they are not considered by our management to be probable and reasonably estimable. If one or more of these environmental matters are resolved in a manner adverse to us, the impact on our business, financial condition, results of operations and cash flow could be material. Indemnifications —In the normal course of business, we have agreed to indemnify certain parties with respect to certain matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations, warranties or covenants, or intellectual property infringement or other claims made by third parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our directors and certain of our officers. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. We have not recorded any liability for costs related to contingent indemnification obligations as of June 30, 2026. Legal Proceedings — We are involved in various other potential or actual claims and legal proceedings arising in the ordinary course of business. In our opinion after consultation with legal counsel, the ultimate disposition of such proceedings is not likely to have a material adverse effect on our business, financial condition, results of operations or cash flows. We have not accrued for loss contingencies relating to any non-ordinary course matters because we believe that, although unfavorable outcomes in the proceedings are possible, they are not considered by management to be probable and reasonably estimable. If one or more of these matters are resolved in a manner adverse to our company, the impact on our business, financial condition, results of operations and cash flows could be material. F-38 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 12. RELATED-PARTY TRANSACTIONS In 1994, we, together with an unrelated company, formed ECIL-Rapiscan Security Products Limited, a joint venture organized under the laws of India. We own a 36 % interest in the joint venture, our Executive Chairman owns a 10.5 % interest, and our President and Chief Executive Officer owns a 4.5 % ownership interest. Our initial investment in the joint venture was approximately $ 0.1 million. For each of the years ended June 30, 2024, 2025 and 2026 our equity earnings in the joint venture were not significant. We, our Executive Chairman and our and President and Chief Executive Officer collectively control less than 50 % of the board of directors voting power in the joint venture. As a result, we account for the investment under the equity method of accounting. The joint venture was formed for the purpose of the manufacture, assembly, service and testing of security and inspection systems and other products. Some of our subsidiaries are suppliers to the joint venture partner, which in turn manufactures and sells the resulting products. Net sales to the joint venture partner for fiscal 2024, 2025 and 2026 were approximately $ 10.4 million, $ 6.0 million and $ 1.8 million, respectively. Receivables from the joint venture were $ 3.5 million and $ 1.8 million as of June 30, 2025 and 2026, respectively. ​ 13. EMPLOYEE BENEFIT PLANS Employee Retirement Savings Plans We have various qualified employee retirement savings plans. Participants can contribute certain amounts to the plans and we match a certain portion of employee contributions. We contributed approximately $ 7.4 million, $ 8.8 million and $ 9.5 million to the plans for the fiscal years ended June 30, 2024, 2025 and 2026, respectively. Deferred Compensation Plan We have a deferred compensation plan, which meets the requirements for deferred compensation under Section 409A of the Internal Revenue Code. The plan provides that selected employees are eligible to defer up to 80 % of their salaries and up to 100 % of their bonuses. We may also make employer contributions to participant accounts in certain circumstances. The benefits under this plan are unsecured. Participants are generally eligible to receive payment of their vested benefit at the end of their elected deferral period or after termination of their employment for any reason or at a later date to comply with the restrictions of Section 409A. Discretionary company contributions and the related earnings are subject to a vesting schedule dependent upon years of service to us and, also, vest completely upon the participant’s disability or death while employed by us or immediately prior to a change of control. We made contributions of $ 0.7 million, $ 0.7 million and $ 0.8 million for fiscal year 2024, 2025 and 2026, respectively. As of June 30, 2026, we held assets of $ 55.0 million and liabilities of $ 53.8 million related to this plan. Assets related to this plan are included in other assets and liabilities related to this plan are included in other long-term liabilities in the consolidated balance sheets. The plan liabilities include accrued employer contributions not yet funded to the plan. Employee Pension Plans We sponsor a number of qualified and nonqualified pension plans for our employees at certain locations. In accordance with accounting standards for employee pension and postretirement benefits, we fully recognize the overfunded or underfunded status of each of our defined benefit plans as an asset or liability in the consolidated balance sheets. The asset or liability equals the difference between the fair value of the plans’ assets and their benefit obligations. The liabilities associated with underfunded plans are classified as noncurrent, except to the extent the fair value of the plans’ assets is less than the plans’ estimated benefit payments over the next 12 months . We measure our pension and postretirement benefit plans’ assets and benefit obligations as of June 30. F-39 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 The following provides a reconciliation of the changes in the plans’ benefit obligations and fair value of assets for fiscal years 2025 and 2026, and a statement of the funded status as of June 30, 2025 and 2026 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2026 Change in Benefit Obligation ​ ​ ​ ​ ​ ​ Benefit obligation at beginning of year ​ $ 12,867 ​ $ 12,192 Translation adjustment ​ 336 ​ ​ ( 100 ) Interest costs ​ 610 ​ ​ 599 Service costs ​ ​ — ​ ​ 134 Plan amendments ​ ​ — ​ ​ 5,500 Actuarial (gain) loss ​ ​ ( 66 ) ​ ​ 278 Benefits paid ​ ( 1,555 ) ​ ​ ( 2,335 ) Benefit obligation at end of year ​ 12,192 ​ ​ 16,268 Change in Plan Assets ​ ​ ​ ​ ​ ​ Fair value of plan assets at beginning of year ​ 7,517 ​ ​ 8,540 Translation adjustment ​ 662 ​ ​ ( 326 ) Actual return on plan assets ​ 516 ​ ​ 1,789 Company contributions ​ ​ 1,362 ​ ​ 2,130 Benefits paid ​ ( 1,517 ) ​ ​ ( 2,299 ) Fair value of plan assets at end of year ​ 8,540 ​ ​ 9,834 Funded status and net benefit obligation amount recognized ​ $ ( 3,652 ) ​ $ ( 6,434 ) Amount recognized in consolidated balance sheets consists of: ​ ​ ​ ​ ​ ​ Net benefit asset (included in other current assets) ​ $ 5,192 ​ $ 6,353 Current portion of net pension liability (included in other current liabilities) ​ ​ ( 2,124 ) ​ ​ ( 2,146 ) Net long term pension liability (included in other long-term liabilities) ​ ( 6,719 ) ​ ​ ( 10,641 ) Accumulated other comprehensive loss ​ ( 916 ) ​ ​ ( 854 ) ​ One of our defined benefit pension plans is considered a nonqualified plan, therefore we have funded a separate rabbi trust which comprises insurance company contracts with fair values of $ 9.1 million and $ 10.7 million as of June 30, 2025 and 2026, respectively, included in Other Assets on the consolidated balance sheets. These amounts are not included in the fair value of plan assets in the table above. In the fiscal year ended June 30, 2026, $ 2.1 million from the rabbi trust was used as a Company contribution to the nonqualified plan and paid during the year. ​ The following table provides the net periodic benefit costs for the fiscal years ended June 30, (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2026 Net Periodic Benefit Costs ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest costs ​ $ 795 ​ $ 610 ​ $ 599 Service costs ​ ​ — ​ ​ — ​ ​ 134 Expected return on plan assets ​ ( 487 ) ​ ​ ( 593 ) ​ ​ ( 719 ) Amortization of prior service costs ​ 548 ​ ​ 379 ​ ​ 4,833 Recognized actuarial loss (gain) ​ ( 119 ) ​ ​ ( 154 ) ​ ​ ( 70 ) Net periodic benefit cost ​ $ 737 ​ $ 242 ​ $ 4,777 ​ Plan Assumptions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2026 Weighted average assumptions at year-end: ​ ​ ​ ​ ​ Discount rate 4.4 % 4.1 % Expected return on plan assets 7.8 % 8.7 % Rate of compensation increase — % — % ​ F-40 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 The long-term return on assets has been derived from the weighted average of assumed returns on each of the major asset categories. The weighted average is based on the actual proportion of each major asset class held, rather than a benchmark portfolio of assets. The expected returns for each major asset class have been derived from a combination of both historical market returns and current market data as well as the views of a range of investment managers. There is no assumed rate of compensation increase as most of the plan participants are retirees or no longer employed by OSI. Plan Assets and Investment Policy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended ​ Fiscal year ended ​ ​ June 30, 2025 ​ June 30, 2026 ​ ​ Proportion of ​ Expected Rate ​ Proportion of ​ Expected Rate ​ ​ ​ ​ Fair Value ​ ​ ​ of Return ​ ​ ​ Fair Value ​ ​ ​ of Return Equity securities ​ 87 % 8.7 % 87 % 9.7 % Debt securities 6 % 1.9 % 11 % 1.9 % Cash 7 % 1.9 % 2 % 1.9 % Combined 100 % 7.8 % 100 % 8.7 % ​ The defined benefit plans’ assets are invested in a range of pooled investment funds that provide access to a diverse range of asset classes. The investment objective is to maximize the investment return over the long term without exposing the fund to an unnecessary level of risk. Within this objective, it is recognized that benefits will be secured by the purchase of annuities at the time of employee retirement. The benchmark is to hold assets in both equity and debt securities. The proportion in each investment class is not mandated and is allowed to fluctuate with market movements. The equity holdings are maintained in balanced funds under the control of investment managers. Day-to-day equities selection decisions are delegated to investment managers, although these are monitored against performance and risk targets. Due to the nature of the pooled funds, there are no significant holdings in any single company (greater than 5% of the total assets). The investment strategy is reviewed on a regular basis, based on the results of third-party liability studies. Projected Benefit Payments The following table reflects estimated benefits payments, based upon the same assumptions used to measure the benefit obligation and net pension cost, as of June 30, 2026 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits July 1, 2026 to June 30, 2027 ​ $ 2,565 July 1, 2027 to June 30, 2028 ​ ​ 2,796 July 1, 2028 to June 30, 2029 ​ ​ 3,889 July 1, 2029 to June 30, 2030 ​ ​ 4,116 July 1, 2030 to June 30, 2031 ​ ​ 3,142 July 1, 2031 to June 30, 2036 ​ ​ 2,548 ​ Company Contribution A contribution of $ 2.1 million during fiscal year 2026 for the nonqualified plan was provided by the rabbi trust as described above. Future contributions for the nonqualified plan are expected to be provided by the rabbi trust. Plan Amendment In December 2025, a plan amendment was made for our former CEO resulting in $ 4.4 million in prior service costs amortization. F-41 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 14. SEGMENT INFORMATION We operate in three identifiable industry segments: (a) security and inspection systems (Security division), (b) optoelectronic devices and manufacturing (Optoelectronics and Manufacturing division) and (c) medical monitoring systems (Healthcare division). Factors used to identify our reportable segments primarily reflect our organizational and management structure around differences in products and industry markets. The reconciliation of segment totals to consolidated totals include intersegment eliminations and certain unallocated corporate items that include executive compensation and certain other general and administrative expenses; expenses related to stock issuances, legal, audit and other professional service fees, depreciation and amortization, and corporate assets. Both the Security and Healthcare divisions comprise primarily end-product businesses whereas the Optoelectronics and Manufacturing division primarily supplies components and subsystems to external OEM customers, as well as to the Security and Healthcare divisions. Sales between divisions are at transfer prices that approximate market values. All other accounting policies of the segments are the same as described in Note 1, Summary of Significant Accounting Policies. We disclose segment income (loss) from operations as our measure of segment profit/loss, reconciled to consolidated income (loss) from operations. The measure of segment income (loss) from operations excludes impairment, restructuring and other charges presented below which are presented to reconcile to consolidated income from operations. Segment assets represent total current and noncurrent assets for each reportable segment. Business segment disclosures consider information used by/provided to our chief operating decision maker (“CODM”). Our Chief Executive Officer serves as the CODM. The CODM uses segment assets and segment income (loss) from operations, as well as the expenses within each segment including cost of sales, selling, general and administrative expenses and research and development expenses, to allocate resources to segments in the budgeting and forecasting process along with periodic ongoing reviews of results and overall activity in the markets where each segment operates. F-42 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 The following tables present our results of operations and identifiable assets by our three industry segments, along with amounts for intersegment eliminations and unallocated corporate items, which are reconciled to consolidated amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 ​ ​ ​ ​ ​ Optoelectronics ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ and ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Security ​ Manufacturing ​ Healthcare ​ Reportable ​ Intersegment ​ Unallocated ​ ​ ​ ​ ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Segments ​ ​ ​ Eliminations ​ ​ ​ Corporate ​ ​ ​ Consolidated Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External customer revenue ​ $ 1,043,073 ​ $ 324,250 ​ $ 171,435 ​ $ 1,538,758 ​ $ — ​ $ — ​ $ 1,538,758 Intersegment revenue ​ ​ — ​ ​ 60,018 ​ ​ — ​ ​ 60,018 ​ ​ ( 60,018 ) ​ ​ — ​ ​ — Total revenues ​ ​ 1,043,073 ​ ​ 384,268 ​ ​ 171,435 ​ ​ 1,598,776 ​ ​ ( 60,018 ) ​ ​ — ​ ​ 1,538,758 Cost of goods sold ​ ​ 681,531 ​ ​ 299,147 ​ ​ 86,917 ​ ​ 1,067,595 ​ ​ ( 59,295 ) ​ ​ — ​ ​ 1,008,300 Selling, general and administrative expenses ​ ​ 134,401 ​ ​ 33,608 ​ ​ 60,767 ​ ​ 228,776 ​ ​ — ​ ​ 40,955 ​ ​ 269,731 Research and development expenses ​ ​ 43,196 ​ ​ 5,151 ​ ​ 16,928 ​ ​ 65,275 ​ ​ — ​ ​ — ​ ​ 65,275 Segment income from operations ​ $ 183,945 ​ $ 46,362 ​ $ 6,823 ​ $ 237,130 ​ $ ( 723 ) ​ $ ( 40,955 ) ​ $ 195,452 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment assets ​ $ 1,333,259 ​ $ 288,629 ​ $ 255,093 ​ $ 1,876,981 ​ $ — ​ $ 59,027 ​ $ 1,936,008 Capital expenditures ​ $ 11,997 ​ $ 4,007 ​ $ 3,219 ​ $ 19,223 ​ $ — ​ $ 2,879 ​ ​ 22,102 Depreciation and amortization ​ $ 25,831 ​ $ 9,040 ​ $ 5,794 ​ $ 40,665 ​ $ — ​ $ 1,544 ​ ​ 42,209 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation to consolidated income from operations – Fiscal 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated segment income from operations ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ $ 195,452 Impairment, restructuring and other charges ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 6,391 ) Consolidated income from operations ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ $ 189,061 ​ F-43 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2025 ​ ​ ​ ​ ​ Optoelectronics ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ and ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Security ​ Manufacturing ​ Healthcare ​ Reportable ​ Intersegment ​ Unallocated ​ ​ ​ ​ ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Segments ​ ​ ​ Eliminations ​ ​ ​ Corporate ​ ​ ​ Consolidated Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External customer revenue ​ $ 1,196,180 ​ $ 348,624 ​ $ 168,362 ​ $ 1,713,166 ​ $ — ​ $ — ​ $ 1,713,166 Intersegment revenue ​ ​ — ​ ​ 63,441 ​ ​ — ​ ​ 63,441 ​ ​ ( 63,441 ) ​ ​ — ​ ​ — Total revenues ​ ​ 1,196,180 ​ ​ 412,065 ​ ​ 168,362 ​ ​ 1,776,607 ​ ​ ( 63,441 ) ​ ​ — ​ ​ 1,713,166 Cost of goods sold ​ ​ 780,378 ​ ​ 321,397 ​ ​ 86,534 ​ ​ 1,188,309 ​ ​ ( 62,325 ) ​ ​ — ​ ​ 1,125,984 Selling, general and administrative expenses ​ ​ 157,873 ​ ​ 33,409 ​ ​ 59,871 ​ ​ 251,153 ​ ​ — ​ ​ 39,726 ​ ​ 290,879 Research and development expenses ​ ​ 51,095 ​ ​ 5,100 ​ ​ 17,249 ​ ​ 73,444 ​ ​ — ​ ​ — ​ ​ 73,444 Segment income from operations ​ $ 206,834 ​ $ 52,159 ​ $ 4,708 ​ $ 263,701 ​ $ ( 1,116 ) ​ $ ( 39,726 ) ​ $ 222,859 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment assets ​ $ 1,608,985 ​ $ 300,405 ​ $ 270,428 ​ $ 2,179,818 ​ $ — ​ $ 61,439 ​ ​ 2,241,257 Capital expenditures ​ $ 13,933 ​ $ 5,000 ​ $ 1,448 ​ $ 20,381 ​ $ — ​ $ 3,451 ​ ​ 23,832 Depreciation and amortization ​ $ 29,579 ​ $ 7,176 ​ $ 5,163 ​ $ 41,918 ​ $ — ​ $ 1,662 ​ ​ 43,580 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation to consolidated income from operations – Fiscal 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated segment income from operations ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ $ 222,859 Impairment, restructuring and other charges ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 5,335 ) Consolidated income from operations ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ $ 217,524 ​ F-44 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2026 ​ ​ ​ ​ ​ Optoelectronics ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ and ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Security ​ Manufacturing ​ Healthcare ​ Reportable ​ Intersegment ​ Unallocated ​ ​ ​ ​ ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Division ​ ​ ​ Segments ​ ​ ​ Eliminations ​ ​ ​ Corporate ​ ​ ​ Consolidated Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External customer revenue ​ $ 1,247,949 ​ $ 375,306 ​ $ 162,729 ​ $ 1,785,984 ​ $ — ​ $ — ​ $ 1,785,984 Intersegment revenue ​ ​ — ​ ​ 75,511 ​ ​ — ​ ​ 75,511 ​ ​ ( 75,511 ) ​ ​ — ​ ​ — Total revenues ​ ​ 1,247,949 ​ ​ 450,817 ​ ​ 162,729 ​ ​ 1,861,495 ​ ​ ( 75,511 ) ​ ​ — ​ ​ 1,785,984 Cost of goods sold ​ ​ 834,806 ​ ​ 352,666 ​ ​ 79,801 ​ ​ 1,267,273 ​ ​ ( 74,381 ) ​ ​ — ​ ​ 1,192,892 Selling, general and administrative expenses ​ ​ 149,653 ​ ​ 35,361 ​ ​ 57,095 ​ ​ 242,109 ​ ​ — ​ ​ 36,281 ​ ​ 278,390 Research and development expenses ​ ​ 55,021 ​ ​ 5,198 ​ ​ 18,922 ​ ​ 79,141 ​ ​ — ​ ​ — ​ ​ 79,141 Segment income from operations ​ $ 208,469 ​ $ 57,592 ​ $ 6,911 ​ $ 272,972 ​ $ ( 1,130 ) ​ $ ( 36,281 ) ​ $ 235,561 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment assets ​ $ 1,581,183 ​ $ 288,163 ​ $ 308,765 ​ $ 2,178,111 ​ $ — ​ $ 324,341 ​ ​ 2,502,452 Capital expenditures ​ $ 18,202 ​ $ 7,327 ​ $ 2,942 ​ $ 28,471 ​ $ — ​ $ 2,099 ​ ​ 30,570 Depreciation and amortization ​ $ 28,472 ​ $ 7,938 ​ $ 4,310 ​ $ 40,720 ​ $ — ​ $ 1,930 ​ ​ 42,650 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation to consolidated income from operations – Fiscal 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated segment income from operations ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ $ 235,561 Impairment, restructuring and other charges ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 16,591 ) Consolidated income from operations ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ $ 218,970 ​ The following tables present the revenues and identifiable assets by geographical area (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2024 ​ ​ External ​ Intersegment ​ Total ​ Long-lived ​ Long-lived ​ ​ ​ ​ revenues ​ ​ ​ revenues ​ ​ ​ Consolidated ​ ​ ​ tangible assets ​ ​ ​ assets Geographic region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 527,120 ​ $ 23,316 ​ $ 550,436 ​ $ 127,682 ​ $ 535,225 Mexico ​ 423,185 ​ — ​ 423,185 ​ 3,312 ​ 4,407 Other Americas ​ 61,583 ​ — ​ 61,583 ​ 6,600 ​ 22,465 Total Americas ​ 1,011,888 ​ 23,316 ​ 1,035,204 ​ 137,594 ​ ​ 562,097 United Kingdom ​ 234,858 ​ 11,083 ​ 245,941 ​ 26,506 ​ ​ 82,690 Other Europe, Middle East and Africa ​ 49,972 ​ — ​ 49,972 ​ 4,256 ​ ​ 11,381 Total EMEA ​ 284,830 ​ 11,083 ​ 295,913 ​ 30,762 ​ ​ 94,071 Asia-Pacific ​ 242,040 ​ 25,619 ​ 267,659 ​ 17,524 ​ ​ 20,721 Eliminations ​ — ​ ( 60,018 ) ​ ( 60,018 ) ​ — ​ — Total ​ $ 1,538,758 ​ $ — ​ $ 1,538,758 ​ $ 185,880 ​ $ 676,889 ​ F-45 Table of Contents OSI SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) FOR THE THREE YEARS ENDED JUNE 30, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2025 ​ ​ External ​ Intersegment ​ Total ​ Long-lived ​ Long-lived ​ ​ ​ ​ revenues ​ ​ ​ revenues ​ ​ ​ Consolidated ​ ​ ​ tangible assets ​ ​ ​ assets Geographic region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 563,037 ​ $ 26,562 ​ $ 589,599 ​ $ 128,061 ​ $ 539,052 Mexico ​ 276,324 ​ ​ — ​ ​ 276,324 ​ ​ 3,276 ​ ​ 4,262 Other Americas ​ 155,075 ​ ​ 6 ​ ​ 155,081 ​ ​ 22,924 ​ ​ 112,108 Total Americas ​ 994,436 ​ ​ 26,568 ​ ​ 1,021,004 ​ ​ 154,261 ​ ​ 655,422 United Kingdom ​ 372,959 ​ ​ 9,475 ​ ​ 382,434 ​ ​ 28,626 ​ ​ 88,101 Other Europe, Middle East and Africa ​ 50,030 ​ ​ — ​ ​ 50,030 ​ ​ 3,561 ​ ​ 10,449 Total EMEA ​ 422,989 ​ ​ 9,475 ​ ​ 432,464 ​ ​ 32,187 ​ ​ 98,550 Asia-Pacific ​ 295,741 ​ ​ 27,398 ​ ​ 323,139 ​ ​ 15,040 ​ ​ 18,199 Eliminations ​ — ​ ​ ( 63,441 ) ​ ​ ( 63,441 ) ​ ​ — ​ ​ — Total ​ $ 1,713,166 ​ $ — ​ $ 1,713,166 ​ $ 201,488 ​ $ 772,171 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2026 ​ ​ External ​ Intersegment ​ Total ​ Long-lived ​ Long-lived ​ ​ ​ ​ revenues ​ ​ ​ revenues ​ ​ ​ Consolidated ​ ​ ​ tangible assets ​ ​ ​ assets Geographic region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 583,217 ​ $ 29,110 ​ $ 612,327 ​ $ 142,397 ​ $ 556,716 Mexico ​ ​ 99,126 ​ ​ — ​ ​ 99,126 ​ ​ 3,390 ​ ​ 4,218 Other Americas ​ ​ 205,897 ​ ​ 12 ​ ​ 205,909 ​ ​ 23,302 ​ ​ 140,349 Total Americas ​ ​ 888,240 ​ ​ 29,122 ​ ​ 917,362 ​ ​ 169,089 ​ ​ 701,283 United Kingdom ​ ​ 503,463 ​ ​ 13,510 ​ ​ 516,973 ​ ​ 33,178 ​ ​ 90,840 Other Europe, Middle East and Africa ​ ​ 77,859 ​ ​ — ​ ​ 77,859 ​ ​ 2,598 ​ ​ 8,563 Total EMEA ​ ​ 581,322 ​ ​ 13,510 ​ ​ 594,832 ​ ​ 35,776 ​ ​ 99,403 Asia-Pacific ​ ​ 316,422 ​ ​ 32,879 ​ ​ 349,301 ​ ​ 19,152 ​ ​ 22,363 Eliminations ​ ​ — ​ ​ ( 75,511 ) ​ ​ ( 75,511 ) ​ ​ — ​ ​ — Total ​ $ 1,785,984 ​ $ — ​ $ 1,785,984 ​ $ 224,017 ​ $ 823,049 ​ Pursuant to ASC 280 Segment Reporting, external revenues are attributed to individual countries based upon the location of our selling entity. ​ ​ F-46 Table of Contents ​ SUPPLEMENTARY DATA UNAUDITED QUARTERLY RESULTS The following tables present unaudited quarterly financial information for the four quarters in the fiscal years ended June 30, 2025 and 2026 (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ ​ September 30, ​ December 31, ​ March 31, ​ June 30, ​ ​ ​ ​ 2024 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2025 ​ ​ (Unaudited) Net revenues ​ $ 344,007 ​ $ 419,820 ​ ​ 444,354 ​ ​ 504,985 Costs of goods sold ​ ​ 222,505 ​ ​ 272,669 ​ ​ 294,063 ​ ​ 336,747 Gross profit ​ ​ 121,502 ​ ​ 147,151 ​ ​ 150,291 ​ ​ 168,238 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ ​ 72,223 ​ ​ 70,722 ​ ​ 73,249 ​ ​ 74,685 Research and development ​ ​ 17,773 ​ ​ 18,257 ​ ​ 18,570 ​ ​ 18,844 Impairment, restructuring and other charges ​ ​ 1,178 ​ ​ 215 ​ ​ 2,255 ​ ​ 1,687 Total operating expenses ​ ​ 91,174 ​ ​ 89,194 ​ ​ 94,074 ​ ​ 95,216 Income from operations ​ ​ 30,328 ​ ​ 57,957 ​ ​ 56,217 ​ ​ 73,022 Interest and other expense, net ​ ​ ( 7,359 ) ​ ​ ( 8,619 ) ​ ​ ( 8,228 ) ​ ​ ( 7,224 ) Income before income taxes ​ ​ 22,969 ​ ​ 49,338 ​ ​ 47,989 ​ ​ 65,798 Provision for income taxes ​ ​ ( 5,033 ) ​ ​ ( 11,519 ) ​ ​ ( 6,855 ) ​ ​ ( 13,050 ) Net income ​ $ 17,936 ​ $ 37,819 ​ $ 41,134 ​ $ 52,748 Basic earnings per common share ​ $ 1.07 ​ $ 2.26 ​ $ 2.45 ​ $ 3.14 Diluted earnings per common share ​ $ 1.05 ​ $ 2.22 ​ $ 2.40 ​ $ 3.03 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ ​ September 30, ​ December 31, ​ March 31, ​ June 30, ​ ​ ​ ​ 2025 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2026 ​ ​ (Unaudited) Net revenues ​ $ 384,623 ​ $ 464,057 ​ $ 453,246 ​ $ 484,058 Costs of goods sold ​ 261,438 ​ ​ 312,428 ​ ​ 302,922 ​ ​ 316,104 Gross profit ​ 123,185 ​ ​ 151,629 ​ ​ 150,324 ​ ​ 167,954 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ 66,955 ​ ​ 70,201 ​ ​ 71,487 ​ ​ 69,747 Research and development ​ 20,427 ​ ​ 19,759 ​ ​ 19,455 ​ ​ 19,500 Impairment, restructuring and other charges ​ 2,730 ​ ​ 2,874 ​ ​ 6,168 ​ ​ 4,819 Total operating expenses ​ 90,112 ​ ​ 92,834 ​ ​ 97,110 ​ ​ 94,066 Income from operations ​ 33,073 ​ ​ 58,795 ​ ​ 53,214 ​ ​ 73,888 Interest and other expense, net ​ ( 7,398 ) ​ ​ ( 10,713 ) ​ ​ ( 3,995 ) ​ ​ ( 4,118 ) Income before income taxes ​ 25,675 ​ ​ 48,082 ​ ​ 49,219 ​ ​ 69,770 Provision for income taxes ​ ( 5,119 ) ​ ​ ( 9,383 ) ​ ​ ( 9,003 ) ​ ​ ( 14,530 ) Net income ​ $ 20,556 ​ $ 38,699 ​ $ 40,216 ​ $ 55,240 Basic earnings per common share ​ $ 1.22 ​ $ 2.31 ​ $ 2.44 ​ $ 3.40 Diluted earnings per common share ​ $ 1.18 ​ $ 2.22 ​ $ 2.33 ​ $ 3.27 ​ ​ ​ F-47 Table of Contents INDEX TO EXHIBITS ​ ​ No. ​ ​ EXHIBIT DESCRIPTION ​ ​ ​ 3.1 ​ Certificate of Incorporation of OSI Systems, Inc. (1) 3.2 ​ Amended and Restated Bylaws of OSI Systems, Inc. (16) 4.1 ​ Form of Common Stock Certificate (1) 4.2 ​ Indenture, dated as of July 19, 2024, between OSI Systems, Inc. and U.S. Bank Trust Company, National Association, as trustee. (11) 4.3 ​ Form of certificate representing the 2.25% Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.2). (11) 4.4 ​ Indenture dated as of November 20, 2025 between OSI Systems, Inc. And U.S. Bank Trust Company, National Association, as trustee (20) 4.5 ​ Form of certificate representing the 0.50% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.4) (20) 4.6* ​ Description of Capital Stock 10.1† ​ Second Amended and Restated OSI Systems, Inc. Deferred Compensation Plan (2) 10.2†* ​ First Amendment to Second Amended and Restated OSI Systems, Inc. Deferred Compensation Plan 10.3† ​ OSI Systems, Inc. Nonqualified Defined Benefit Plan (3) 10.4† ​ Amended and Restated OSI Systems, Inc. 2008 Employee Stock Purchase Plan (4) 10.5† ​ First Amendment to Amended and Restated OSI Systems, Inc. 2008 Employee Stock Purchase Plan (12) 10.6† ​ Form of Indemnification Agreement for Directors and Executive Officers of OSI Systems, Inc. (5) 10.7 ​ Ninth Amendment to Credit Agreement dated July 1, 2025 between Wells Fargo Bank, N.A. and OSI Systems, Inc. (15) 10.8† ​ Amended and Restated Employment Agreement dated April 29, 2024 between Alan Edrick and OSI Systems, Inc. (10) 10.9† ​ Amended and Restated Employment Agreement dated April 29, 2024 between Ajay Mehra and OSI Systems, Inc. (10) 10.10† ​ Amendment dated December 12, 2024 to Amended and Restated Employment Agreement between Ajay Mehra and OSI Systems, Inc. (18) 10.11† ​ Amended and Restated Employment Agreement dated April 29, 2024 between Victor Sze and OSI Systems, Inc. (10) 10.12† ​ Amended and Restated Retirement Benefit Award Agreement effective as of December 31, 2017 by and between Deepak Chopra and OSI Systems, Inc. (6) 10.13† ​ First Amendment to Amended and Restated Retirement Benefit Award Agreement effective as of June 19, 2020 by and between Deepak Chopra and OSI Systems, Inc. (13) 10.14† ​ Second Amendment to Amended and Restated Retirement Benefit Award Agreement effective as of August 19, 2020 by and between Deepak Chopra and OSI Systems, Inc.(13) 10.15† ​ Third Amendment to Amended and Restated Retirement Benefit Award Agreement effective as of October 27, 2021 by and between Deepak Chopra and OSI Systems, Inc. (14) 10.16†* ​ 2025 Amendment to Amended and Restated Retirement Benefit Award Agreement effective as of December 23, 2025 by and between Deepak Chopra and OSI Systems, Inc. 10.17† ​ Amended and Restated OSI Systems, Inc. 2012 Incentive Award Plan (7) 10.18† ​ Amendment to Amended and Restated OSI Systems, Inc. 2012 Incentive Award Plan (17) 10.19† ​ Form of Restricted Stock Award Agreement (8) 10.20† ​ Form of Restricted Stock Unit Award Agreement (8) 10.21† ​ Form of Stock Option Agreement (8) 14.1 ​ OSI Systems, Inc. Code of Ethics and Conduct effective May 1, 2026 (9) 18.1* ​ Preferability Letter of Grant Thornton LLP Regarding Change in Accounting Principle. 19.1* ​ OSI Systems, Inc. Insider Trading Policy 21.1* ​ Subsidiaries of the Company 23.1* ​ Consent of Independent Registered Public Accounting Firm 24.1* ​ Power of Attorney (included on the signature page of this Form 10-K) 31.1* ​ Certification Pursuant to Section 302 31.2* ​ Certification Pursuant to Section 302 32.1* ​ Certification Pursuant to Section 906 32.2* ​ Certification Pursuant to Section 906 97.1 ​ Policy for Recovery of Erroneously Awarded Compensation (19) ​ Table of Contents ​ No. ​ ​ EXHIBIT DESCRIPTION ​ ​ ​ 101.1 ​ The following financial information from the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2026 formatted in XBRL (eXtensible Business Reporting Language) as follows: ​ ​ (i) the consolidated balance sheets ​ ​ (ii) the consolidated statements of operations ​ ​ (iii) the consolidated statements of comprehensive income ​ ​ (iv) the consolidated statements of stockholders’ equity ​ ​ (v) the consolidated statements of cash flows ​ ​ (vi) the notes to the consolidated financial statements, tagged in summary and detail 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) † Denotes a management contract or compensatory plan or arrangement. * Filed herewith. (1) Previously filed with our Current Report on Form 8-K filed on March 8, 2010. (2) Previously filed with our Quarterly Report on Form 10-Q filed on January 26, 2024. (3) Previously filed with our Current Report on Form 8-K filed on October 10, 2008. (4) Previously filed with our Quarterly Report on Form 10-Q filed on October 24, 2014. (5) Previously filed with our Annual Report on Form 10-K filed on August 27, 2010. (6) Previously filed with our Current Report on Form 8-K filed on January 5, 2018. (7) Previously filed with our Proxy Statement on Schedule 14A filed on October 21, 2020. (8) Previously filed with our Registration Statement on Form S-8 filed on August 16, 2013. (9) Previously filed with our Quarterly Report on Form 10-Q filed on May 4, 2026. (10) Previously filed with our Quarterly Report on Form 10-Q filed on April 30, 2024. (11) Previously filed with our Current Report on Form 8-K filed on July 19, 2024. (12) Previously filed with our Proxy Statement on Schedule 14A filed on October 21, 2016. (13) Previously filed with our Annual Report on Form 10-K filed on August 21, 2020. (14) Previously filed with our Quarterly Report on Form 10-Q filed on October 29, 2021. (15) Previously filed with our Current Report on Form 8-K filed on July 2, 2025. (16) Previously filed with our Quarterly Report on Form 10-Q filed on January 27, 2023. (17) Previously filed with our Proxy Statement on Schedule 14A filed on October 27, 2023. (18) Previously filed with our Current Report on Form 8-K filed on December 13, 2024. (19) Previously filed with our Annual Report on Form 10-K filed on August 29, 2024. (20) Previously filed with our Current Report on Form 8-K filed on November 20, 2025. ​ ​ ​ Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ OSI SYSTEMS, INC. (Registrant) ​ ​ Date: August 21, 2026 By: /s/ ALAN EDRICK Alan Edrick, Executive Vice President & Chief Financial Officer ​ POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Ajay Mehra, Alan Edrick and Victor Sze, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable OSI Systems, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission in connection therewith, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ ​ ​ Name ​ ​ ​ Title ​ ​ Date ​ ​ ​ ​ ​ /s/ AJAY MEHRA Ajay Mehra ​ Director, President and Chief Executive Officer (Principal Executive Officer) ​ August 21, 2026 ​ ​ ​ ​ ​ /s/ DEEPAK CHOPRA Deepak Chopra ​ Chairman of the Board ​ August 21, 2026 ​ ​ ​ ​ ​ /s/ ALAN EDRICK Alan Edrick ​ Executive Vice President and Chief Financial Officer (Principal Financial Officer) ​ August 21, 2026 ​ ​ ​ ​ ​ /s/ CARY OKAWA ​ Chief Accounting Officer (Principal Accounting Officer) ​ August 21, 2026 Cary Okawa ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ WILLIAM F. BALLHAUS, JR. William F. Ballhaus, Jr. ​ Director ​ August 21, 2026 ​ ​ ​ ​ ​ /s/ KELLI BERNARD Kelli Bernard ​ Director ​ August 21, 2026 ​ ​ ​ ​ ​ /s/ GERALD CHIZEVER Gerald Chizever ​ Director ​ August 21, 2026 ​ ​ ​ ​ ​ /s/ JAMES B. HAWKINS James B. Hawkins ​ Director ​ August 21, 2026 ​ ​ ​