What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-08-25 compared with 2024-08-29 · 243 added, 200 removed, 1198 unchanged (27% of the section changed)

7 unchanged sentences

Based on that evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2025.

In September 2024, we acquired 100% of the shares of common stock of a privately held provider of critical military, space and surveillance solutions (“Acquiree”).

Management has excluded the Acquiree from its assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2025.

The Acquiree represents approximately 6.1% and 4.7% of total assets and net sales, respectively, of the consolidated financial statement amounts as of and for the fiscal year ended June 30, 2025.

The effectiveness of the Company’s internal control over financial reporting as of June 30, 2025 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.

5 unchanged sentences

OTHER INFORMATION

On May 29, 2024 , Deepak Chopra , our Chairman, Chief Executive Officer, and President , adopted a Rule 10b5 - 1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5 - 1 (c) for the sale of up to 80,000 shares of our common stock until May 16, 2025 .

None of our other directors or officers informed us during the quarter ended June 30, 2024 of the adoption, modification or termination of a Rule 10b5 - 1 trading arrangement or non - Rule 10b5 - 1 trading arrangement, as those terms are defined in Regulation S - K, Item 408.

None of our directors or officers informed us during the quarter ended June 30, 2025 of the adoption , modification or termination of a Rule 10b5 - 1 trading arrangement or non - Rule 10b5 - 1 trading arrangement, as those terms are defined in Regulation S - K, Item 408.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

34 unchanged sentences

Report of Independent Registered Public Accounting Firm (Grant Thornton LLP, Los Angeles, CA)

Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Los Angeles, CA, PCAOB ID:

Consolidated Balance Sheets

10 unchanged sentences

We have audited the accompanying consolidated balance sheets of OSI Systems, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity,and cash flows for each of the two years in the period ended June 30, 2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2025, 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, 2025, 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 25, 2025 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

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.

10 unchanged sentences

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.

As described further in Note 1 to the 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, civil works 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.

25 unchanged sentences

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 6.1% and 4.7%, respectively, of the related consolidated financial statement amounts as of and for the year ended June 30, 2025.

As indicated in Management’s Report, the acquisition occurred during 2024.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of this entity.

Definition and limitations of internal control over financial reporting

8 unchanged sentences

August 25, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

OSI SYSTEMS, INC.

Opinions on the Financial Statements

We have audited the accompanying consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows of OSI Systems, Inc.

and subsidiaries (the “Company”) for the year ended June 30, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated results of its operations and its cash flows for the year ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

The Company’s management is responsible for the consolidated financial statements.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated 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 consolidated financial statements.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Moss Adams LLP

Los Angeles, California

August 19, 2022

We served as the Company’s auditor from 2006 to 2023.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

15 unchanged sentences

Advances from customers

Deferred revenue

Other accrued expenses and current liabilities

27 unchanged sentences

Research and development

Impairment, restructuring and other charges, net

Restructuring and other charges, net

Total operating expenses

Income from operation

Income from operations

Interest and other expense, net

26 unchanged sentences

Repurchase of common stock

( 1,294,594 )

Taxes paid related to net share settlement of equity awards

Adoption of ASU 2020-06 for convertible notes

Other comprehensive loss

Other comprehensive income

Balance- June 30, 2023

3 unchanged sentences

Stock-based compensation

Repurchase of common stock

Taxes paid related to net share settlement of equity awards

Other comprehensive income

Other comprehensive loss

Balance- June 30, 2024

3 unchanged sentences

Stock-based compensation

Repurchase of common stock

Taxes paid related to net share settlement of equity awards

Other comprehensive loss

Other comprehensive income

Balance- June 30, 2025

12 unchanged sentences

Amortization of debt discount and issuance costs

Impairment charges

Gain on sale of property and equipment

Changes in operating assets and liabilities—net of business acquisitions:

4 unchanged sentences

Advances from customers

Deferred revenue

Net cash provided by (used in) operating activities

8 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Net borrowings on bank lines of credit

Net borrowings (repayments) on bank lines of credit

Proceeds from long-term debt

6 unchanged sentences

Effect of exchange rate changes on cash

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents—beginning of year

1 unchanged sentence

Supplemental disclosure of cash flow information:

Interest paid

Income taxes paid

See accompanying notes to Consolidated Financial Statements.

8 unchanged sentences

(i) Security, providing security and inspection systems and turnkey security screening solutions;

(ii) Healthcare, providing patient monitoring, cardiology and remote monitoring, and connected care systems and associated accessories;

and (iii) Optoelectronics and Manufacturing, providing specialized electronic components and electronic manufacturing services for our Security and Healthcare divisions, as well as third parties for applications in the defense and aerospace markets, among others.

(ii) Optoelectronics and Manufacturing, providing specialized electronic components and electronic manufacturing services for our Security and Healthcare divisions, as well as third parties for applications in the defense and aerospace markets, among others 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.

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.

13 unchanged sentences

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.

Reclassifications —Certain prior year amounts have been reclassified within operating activities on the consolidated statements of cash flows as well as within current liabilities on the consolidated balance sheets to conform with the current year presentation.

These reclassifications do not affect previously reported cash flows from operating activities in the consolidated statements of cash flows and total current liabilities on the consolidated balance sheets.

OSI SYSTEMS, INC.

2 unchanged sentences

FOR THE THREE YEARS ENDED JUNE 30, 2025

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.

Our cash and cash equivalents totaled $ 106.4 million at June 30, 2025.

Of this amount, approximately 78 % was held by our foreign subsidiaries and subject to repatriation tax considerations.

These foreign funds were held primarily by our subsidiaries in the United Kingdom, India, Singapore, Canada, and Australia, and to a lesser extent in Malaysia, Egypt, Albania, Indonesia and Germany, among other countries.

These foreign funds were held primarily by our subsidiaries in India, United Kingdom, Canada, Singapore, and Malaysia, and to a lesser extent in Australia, Albania, Indonesia, Uruguay and Germany among other countries.

We have cash holdings in financial institutions that exceed insured limits for such financial institutions;

7 unchanged sentences

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 are less favorable than those projected, additional inventory write-downs may be required.

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.

28 unchanged sentences

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 long-term debt instruments 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 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, 2025.

9 unchanged sentences

Assets—Interest rate swap contract

Liabilities—Convertible notes

Liabilities—Contingent consideration

23 unchanged sentences

Total interest and other expense, net presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded

Gain (loss) recognized in other comprehensive income (loss), net of tax

Amount reclassified from accumulated other comprehensive income (loss) to interest expense, net

Hedge loss recognized in other comprehensive income (loss), net of tax

Hedge benefit reclassified from accumulated other comprehensive income (loss) to interest expense, net

Revenue Recognition

76 unchanged sentences

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.

Restructuring and Other Charges —We account for certain charges related to restructuring activities, litigation, acquisition-related costs and other non-routine charges as Restructuring and other charges in the consolidated financial statements.

See Note 7 for additional information about these charges.

2 unchanged sentences

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, 2023, no customer accounted for greater than 10 % of accounts receivable.

As of June 30, 2024, two customers in the Security division accounted for 39 % and 10 % of accounts receivable, net.

In fiscal year 2023, no customer accounted for greater than 10 % of revenues.

As of June 30, 2025 one customer in the Security division accounted for 42 % of accounts receivable, net.

In fiscal year 2024, two Security division customers accounted for 16 % and 11 % of net revenues, respectively.

In fiscal year 2025, one Security division customer accounted for 11 % of net revenues.

We perform ongoing credit evaluations of our customers’ financial condition and maintain allowances for potential credit losses.

10 unchanged sentences

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 compone1nt of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets.

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.

11 unchanged sentences

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.

Potential common shares consist of the shares issuable upon the exercise of stock options and restricted stock unit awards under the treasury stock method and shares issued upon conversion of the 2.25 % convertible senior notes due 2029 (the “2029 Notes”) discussed in Note 8.

The underlying equity component of the 2029 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 because the principal amount of the 2029 Notes will be settled in cash upon conversion.

In periods where a net loss is reported, basic and diluted net loss per share are the same since the effect of potential common shares is antidilutive and therefore excluded.

There was no dilutive effect of the senior convertible notes (See Note 8) for the fiscal years ended June 30, 2022, 2023 and 2024.

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,

Net income available to common stockholders

1 unchanged sentence

Dilutive effect of equity awards

Dilutive effect of 2029 Notes

Weighted average shares outstanding—diluted

39 unchanged sentences

We also have finance leases for fleet vehicles that are not material to the consolidated financial statements.

Subsequent Events — 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, which include (1) issuance of $ 350 million convertible senior notes in July 2024 as further described in Note 8, and (2) repurchase of 531,314 shares of common stock for $ 80 million in July 2024 as further described in Note 9.

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, which includes the amendment and extension of our credit facility and paid down the delayed draw term loan in July 2025 as further described in Note 8.

Recent Accounting Guidance

From time to time, new accounting pronouncements are issued by the FASB and other regulatory bodies that are adopted as of the specified effective dates.

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.

There were no new pronouncements adopted in fiscal year 2024.

OSI SYSTEMS, INC.

2 unchanged sentences

FOR THE THREE YEARS ENDED JUNE 30, 2025

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets.

ASU 2023-07 is to be applied on a retrospective basis and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted.

We are evaluating the impact of ASU 2023-07 on disclosures in our Consolidated Financial Statements.

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 the income tax rate reconciliations and income taxes paid.

Accounting Guidance Adopted in Fiscal Year 2025

We adopted Accounting Standards Update 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets.

See note 14 for required disclosures.

Interim disclosures will commence in the first quarter of fiscal year 2026.

Accounting Guidance Not Yet 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 the income tax rate reconciliation and income taxes paid.

ASU 2023-09 requires entities to annually disclose the 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 the 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 or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold.

ASU 2023-09 also requires entities to disclose net income taxes paid or received the federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold.

ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 14, 2024 with early adoption permitted.

We are evaluating the impact of ASU 2023-09 on disclosures in our Consolidated Financial Statements.

In November 2024, the FASB issued a new standard to expand 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.

The standard will be effective for us beginning with our Form 10-K for fiscal year 2028 and interim periods thereafter, with early adoption permitted.

We are currently evaluating the impact of this standard on our disclosures.

BUSINESS COMBINATIONS

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 and recorded a holdback liability of $ 0.5 million which is expected to be released in November 2030.

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, therefore, when combined with the amount of cash paid at close and the holdback amount, total purchase consideration was $ 85.7 million which has been allocated to the preliminary fair value of assets acquired and liabilities assumed.

The preliminary acquisition date fair value of total assets acquired, including measurement period adjustments, was $ 115.7 million which comprised accounts receivable of $ 26.6 million, inventory and other current assets of $ 2.7 million, property and equipment of $ 7.0 million, goodwill of $ 32.1 million, other intangible assets of $ 47.2 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 purposes.

Other intangible assets include amortizable intangible assets of $ 39.1 million with amortization periods of 7 to 10 years and an indefinite-lived intangible asset of $ 8.1 million.

The preliminary acquisition date fair value of total liabilities assumed, including measurement period adjustments, was $ 30.0 million, which includes a deferred tax liability of $ 9.1 million that was recognized primarily due to the acquisition of other intangible assets.

During fiscal 2025, we recorded measurement period adjustments which increased goodwill by $ 3.7 million due to a decrease in net working capital of $ 6.3 million and an increase in deferred income taxes of $ 0.7 million, which were partially offset by an increase in intangible assets of $ 3.3 million.

The measurement period adjustments did not have a significant impact on the consolidated statement of operations.

If additional information pertaining to working capital items becomes available, we may further revise the preliminary purchase price allocation as soon as practical, but no later than one year from the acquisition date.

Revenue and net income from this acquired business was $ 80.8 million and approximately $ 8.9 million, respectively,from the acquisition date through June 30, 2025.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

In April 2025, we (through our Security Division) acquired a privately held provider of engineering and structural component services for approximately $ 1.2 million, plus up to $ 1.1 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.

11 unchanged sentences

These acquisitions were financed with cash on hand.

The goodwill we recognized for fiscal year 2023 business acquisitions are not deductible for income tax purposes.

Fiscal Year 2022 Business Acquisitions

In February 2022, we (through our Security division) acquired a privately held provider of intelligent inspection, sensory, and recognition solutions for approximately $ 14.0 million, plus up to $ 25.0 million in potential contingent consideration.

The acquisition

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

was financed with cash on hand and borrowings under our revolving bank line of credit.

The goodwill recognized for this business is not deductible for income tax purposes.

In February 2022, we (through our Security division) acquired a privately held sales and services company for approximately $ 1.1 million, plus an immaterial amount of potential contingent consideration.

This acquisition was financed with cash on hand.

The goodwill recognized for this transaction is deductible for income tax purposes.

The acquisitions we completed in fiscal 2022, 2023, and 2024, individually and in the aggregate, were not material to our consolidated financial statements.

Accordingly, pro-forma historical results of operations and other disclosures related to these businesses have not been presented.

BALANCE SHEET DETAILS

6 unchanged sentences

Finished goods

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

Property and equipment, net

10 unchanged sentences

During fiscal 2023, 2024 and 2025, depreciation expense was approximately $ 19.5 million, $ 19.4 million and $ 22.0 million, respectively.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

GOODWILL AND INTANGIBLE ASSETS

18 unchanged sentences

Non-amortizable assets:

In-process R&D

Total intangible assets

Amortization expense related to intangible assets was $ 17.7 million, $ 19.0 million and $ 22.8 million for fiscal 2022, 2023 and 2024, respectively.

At June 30, 2024, the estimated future amortization expense was as follows (in thousands):

OSI SYSTEMS, INC.

2 unchanged sentences

FOR THE THREE YEARS ENDED JUNE 30, 2025

Amortization expense related to intangible assets was $ 19.0 million, $ 22.8 million and $ 21.6 million for fiscal 2023, 2024 and 2025, respectively.

At June 30, 2025, the estimated future amortization expense was as follows (in thousands):

Software development costs for software products incurred before establishing technological feasibility are charged to operations.

14 unchanged sentences

Contract Assets.

Contract assets increased by approximately $ 252.1 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 revenue recognition criteria under ASC 606 in advance of the time when contracts give us the right to invoice customers.

Contract assets decreased by approximately $ 96.2 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.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

Remaining Performance Obligations .

7 unchanged sentences

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.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

The components of operating lease expense for the fiscal years ended June 30, 2024 and 2025 were as follows (in thousands):

3 unchanged sentences

Short-term lease cost

Sale-leaseback Transaction.

In March 2022, we completed a sale-leaseback transaction for our manufacturing facilities and corporate headquarters in Hawthorne, California (the “Hawthorne Property”).

We sold the Hawthorne Property for $ 32 million and recognized a gain on sale of $ 27.4 million which is included in Other income on the statement of operations for the fiscal year ended June 30, 2022.

We also entered into a 6-year lease agreement for the Hawthorne Property expiring in March 2028, with two 5-year renewal options.

Supplemental balance sheet assets and liabilities related to operating leases were as follows (dollar amounts in thousands):

10 unchanged sentences

Weighted average discount rate

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

Supplemental cash flow information related to operating leases for the year ended June 30, 2025 was as follows (in thousands):

7 unchanged sentences

Total lease liabilities

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

IMPAIRMENT, RESTRUCTURING AND OTHER CHARGES

RESTRUCTURING AND OTHER CHARGES, NET

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, 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, 2023, we recognized $ 7.6 million in impairment, restructuring and other charges, which included $ 3.9 million in legal charges primarily related to class action litigation and government investigations, $ 1.7 million for employee terminations, $ 1.5 million for other facility closure costs for operational efficiency activities, and $ 0.4 million in acquisition related costs.

During the fiscal year ended June 30, 2022, we recognized $ 7.5 million in impairment, restructuring and other charges, which included $ 5.1 million in legal charges primarily related to class action litigation and government investigations, $ 1.1 million for employee terminations, $ 1.0 million for impairment of software assets, $ 0.3 million in acquisition related costs, and a net benefit for facility closures activity of a nominal amount.

The following tables summarize impairment, restructuring and other charges for the periods set forth below (in thousands):

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.

During the fiscal year ended June 30, 2023, we recognized $ 7.6 million in restructuring and other charges, which included $ 3.9 million in legal charges primarily related to class action litigation and government investigations, $ 1.7 million for employee terminations, $ 1.5 million for other facility closure costs for operational efficiency activities, and $ 0.4 million in acquisition related costs.

The following tables summarize restructuring and other charges for the periods set forth below (in thousands):

Optoelectronics

5 unchanged sentences

Total expensed

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

Optoelectronics

5 unchanged sentences

Total expensed

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

Optoelectronics

Manufacturing

Impairment charges

Acquisition-related costs

7 unchanged sentences

Balance as of June 30, 2023

Restructuring and other charges (benefit), net

Restructuring and other charges, net

Payments, adjustments and reimbursements, net

Balance as of June 30, 2024

Restructuring and other charges (benefit), net

Restructuring and other charges, net

Payments, adjustments and reimbursements, net

Balance as of June 30, 2025

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

Revolving Credit Facility

Our senior secured credit facility comprises a term loan and a $ 600 million revolving credit facility which mature in December 2026.

As of June 30, 2025, our senior secured credit facility comprised a term loan and a $ 600 million revolving credit facility which was scheduled to mature in December 2026.

The revolving credit facility includes a $ 300 million sub-limit for letters of credit.

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 $ 250 million or such amount as would not cause our secured leverage ratio to exceed a specified level.

Borrowings under the amended facility bore interest at SOFR plus a margin of 1.0 % as of June 30, 2024 (which margin can range from 1.0 % to 1.75 % based on our consolidated net leverage ratio as defined in the credit facility).

Borrowings under the facility bore interest at SOFR plus a margin of 1.25 % as of June 30, 2025 (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.

11 unchanged sentences

Refer to Note 1 for details.

Subsequent to June 30, 2025, in July 2025 we amended and extended this credit facility, now maturing in July 2030, to increase the limit from $ 600 million to $ 725 million and paid down the balance of the delayed draw term loan from $ 128.1 million to $ 100.0 million which was then converted to a new term loan that matures in July 2030.

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.

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.

OSI SYSTEMS, INC.

2 unchanged sentences

FOR THE THREE YEARS ENDED JUNE 30, 2025

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, 2024 (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.

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, 2025 (in thousands):

Principal amount

Unamortized debt discount and issuance costs

Net carrying amount

Fair value (Level 2)

The 2029 Notes were not eligible for conversion as of June 30, 2025.

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, 2025 we were in compliance with applicable financial covenants under the indenture governing the 2029 Notes.

For the fiscal year ended June 30, 2025, total interest expense for the 2029 Notes was $ 9.2 million, which consisted of $ 7.5 million of contractual interest expense and $ 1.7 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.

Other Borrowings

4 unchanged sentences

Long-term debt consisted of the following (in thousands):

2029 Notes, net

Other long-term debt

1 unchanged sentence

Long-term portion of debt

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

Fiscal year principal payments of long-term debt as of June 30, 2025 are as follows (in thousands):

2031 and thereafter

In July 2024 we issued $ 350 million aggregate principal amount of our 2.25 % convertible senior notes (“Notes”) due August 2029.

The initial conversion rate is 5.2090 shares of the Company’s common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $ 191.98 per share of the Company’s common stock.

STOCKHOLDERS’ EQUITY

9 unchanged sentences

Awards are granted in the form of incentive options, nonqualified options, restricted stock awards, stock appreciation rights, RSUs, performance shares and stock bonuses, amongst other forms of equity, to qualified employees, directors and consultants.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

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.

11 unchanged sentences

Treasuries for a maturity matching the expected holding period.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

Expected Volatility.

12 unchanged sentences

Expected holding period (in years)

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

The following summarizes stock option activity for fiscal years 2023, 2024 and 2025:

13 unchanged sentences

The total intrinsic value of options exercised during fiscal 2025 was $ 3.2 million.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

Restricted Stock Units —A summary of RSU activity for the periods indicated was as follows:

9 unchanged sentences

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.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

We granted 110,811 , 75,988 , and 80,682 performance-based awards during fiscal 2023, 2024 and 2025, respectively.

13 unchanged sentences

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.

During fiscal 2022, 2023 and 2024, we repurchased 1,294,594 shares, 400,230 shares and none , respectively, of common stock under our then current programs.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

During fiscal 2023, 2024 and 2025, we repurchased 400,230 shares, zero shares and 531,314 shares, respectively, of common stock under our then current programs.

As of June 30, 2025, there were 1,190,556 shares remaining available for repurchase under the authorized repurchase program.

Subsequent to June 30, 2024, in connection with the issuance of the Notes in July 2024, we repurchased 531,314 shares of common stock for an aggregate purchase price of $ 80 million.

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.

5 unchanged sentences

Total pre-tax income

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

Our provision (benefit) for income taxes consists of the following (in thousands):

Total current provision

Total deferred provision (benefit)

Total deferred (benefit)

Total provision

5 unchanged sentences

These include fiscal years after 2021 for federal purposes, fiscal years after 2020 for state purposes and fiscal years after 2017 for various foreign jurisdictions.

Facts and circumstances could arise that could cause us to reduce the liability for unrecognized tax benefits, including, but not limited to, settlement of income tax positions or expiration of statutes of limitation.

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.

Since the ultimate resolution of uncertain tax positions depends on many factors and assumptions, we are not able to estimate the range of potential changes in the liability for unrecognized tax benefits or the timing of such changes.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

A summary of activity of unrecognized tax benefits for fiscal 2024 and 2025 is as follows (in thousands).

6 unchanged sentences

Additions on tax positions from prior years

Reduction in tax positions from prior year

Reductions to tax positions from prior year for dispute settlements

Reductions to prior year tax positions

Reduction to prior year tax positions for statute of limitations closure

Balance at June 30, 2025

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

Deferred income tax assets (liabilities) consisted of the following (in thousands):

5 unchanged sentences

Inventory reserve

Inventory capitalization

Accrued liabilities

8 unchanged sentences

Operating lease ROU assets

State transition tax

Other liabilities

5 unchanged sentences

Net deferred income tax liability

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

The components of current taxes receivable and payable and prepaid taxes are classified in the consolidated balance sheets as follows (in thousands):

6 unchanged sentences

Our credit carryforwards will begin to expire in the tax year ending June 30, 2032.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

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, 2025, we recorded a net aggregated increase of $ 1.0 million to these valuation allowances.

We review the adequacy of individual valuation allowances and release such allowances when it is determined that it is more likely than not that the related benefits will be realized.

We recognized all excess tax benefits and tax deficiencies as income tax expense or benefit in the current year.

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 ASC718.

An income tax benefit of approximately $ 0.8 and $ 1.7 million was recognized in fiscal 2024 and 2025, respectively.

7 unchanged sentences

Unrecognized tax expense (benefit)

Tax on foreign currency gains and losses

State tax expense

5 unchanged sentences

Patent box benefit

Withholding tax on foreign earnings

Effective income tax rate

2 unchanged sentences

Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.

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 $ 32.9 million as of June 30, 2024.

We account for such contingent payments for acquisitions which occurred through the end of fiscal year 2009 as additions to the purchase price of the acquired business.

We made contingent payments relating to such acquisitions of $ 1.9 million, $ 3.4 million and $ 0.6 million, respectively, during the fiscal years ended June 30, 2022, 2023 and 2024, respectively.

OSI SYSTEMS, INC.

2 unchanged sentences

FOR THE THREE YEARS ENDED JUNE 30, 2025

COMMITMENTS AND CONTINGENCIES

For agreements that contain contingent consideration caps, the remaining maximum amount of such potential future payments was $ 54.6 million as of June 30, 2025.

These projections and probabilities are used to estimate future contingent earnout payments, which are discounted back to present value to compute contingent earnout liabilities.

22 unchanged sentences

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 and Certain Employment-Related Contingencies —In the normal course of business, we have agreed to indemnify certain parties with respect to certain matters.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

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.

3 unchanged sentences

We have not recorded any liability for costs related to contingent indemnification obligations as of June 30, 2025.

On December 31, 2017, we and Deepak Chopra, our Chief Executive Officer, entered into an amendment to Mr.

Chopra’s employment agreement that, among other things, provided for a $ 13.5 million bonus payment to Mr.

Chopra on or within 45 days of January 1, 2024 contingent upon Mr.

Chopra’s continued employment with us through that date, subject to accelerated payout terms in the event of Mr.

Chopra’s death or disability.

The bonus was recorded in the financial statements over the remaining term of the employment agreement and was included in accrued payroll and related expenses at June 30, 2023 and subsequently paid in February 2024.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

Legal Proceedings — In February 2023, one of our subsidiaries received a subpoena from the U.S.

10 unchanged sentences

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 Chairman and Chief Executive Officer owns a 10.5 % interest, and one of our Executive Vice Presidents owns a 4.5 % ownership interest.

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, 2023, 2024 and 2025 our equity earnings in the joint venture were less than $ 0.1 million.

We, our Chairman and Chief Executive Officer and our Executive Vice President collectively control less than 50 % of the board of directors voting power in the joint venture.

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.

50 unchanged sentences

Accumulated other comprehensive income (loss)

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 $ 13.6 million and $ 9.0 million as of June 30, 2023 and 2024, respectively, included in Other Assets on the consolidated balance sheets.

These amounts are not included in the fair value of plan assets

OSI SYSTEMS, INC.

2 unchanged sentences

FOR THE THREE YEARS ENDED JUNE 30, 2025

in the table above.

In the fiscal year ending June 30, 2024, $ 6.0 million from the rabbi trust was used as a company contribution to the nonqualified plan and paid during the year.

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 $ 9.0 million and $ 9.1 million as of June 30, 2024 and 2025, 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, 2025, $ 1.4 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):

54 unchanged sentences

(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.

We also have a corporate segment (Corporate) that includes executive compensation and certain other general and administrative expenses;

3 unchanged sentences

All other accounting policies of the segments are the same as described in Note 1, Summary of Significant Accounting Policies.

The following tables present our results of operations and identifiable assets by industry segment (in thousands):

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 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.

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

The following tables present our results of operations and identifiable assets by our three industry segments, along with amounts for Corporate/Eliminations, which are reconciled to consolidated amounts (in thousands):

Optoelectronics

3 unchanged sentences

Total revenues

Cost of goods sold

Selling, general and administrative expenses

Research and development expenses

Segment income (loss) from operations

Restructuring and other charges

Income (loss) from operations

Segments assets

Segment assets

Capital expenditures

Depreciation and amortization

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

Optoelectronics

3 unchanged sentences

Total revenues

Cost of goods sold

Selling, general and administrative expenses

Research and development expenses

Segment income (loss) from operations

Restructuring and other charges

Income (loss) from operations

Segments assets

Segment assets

Capital expenditures

Depreciation and amortization

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

Optoelectronics

3 unchanged sentences

Total revenues

Cost of goods sold

Selling, general and administrative expenses

Research and development expenses

Segment income (loss) from operations

Restructuring and other charges

Income (loss) from operations

Segments assets

Segment assets

Capital expenditures

8 unchanged sentences

Other Europe, Middle East and Africa

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2024

tangible assets

5 unchanged sentences

Other Europe, Middle East and Africa

OSI SYSTEMS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE THREE YEARS ENDED JUNE 30, 2025

tangible assets

15 unchanged sentences

Research and development

Impairment, restructuring and other charges, net

Restructuring and other charges, net

Total operating expenses

11 unchanged sentences

Research and development

Impairment, restructuring and other charges, net

Restructuring and other charges, net

Total operating expenses

23 unchanged sentences

Form of Indemnification Agreement for Directors and Executive Officers of OSI Systems, Inc.

Eighth Amendment to Credit Agreement dated August 11, 2022 between Wells Fargo Bank, N.A.

Ninth Amendment to Credit Agreement dated July 1, 2025 between Wells Fargo Bank, N.A.

and OSI Systems, Inc.

4 unchanged sentences

Amended and Restated Employment Agreement dated April 29, 2024 between Ajay Mehra and OSI Systems, Inc.

Amendment dated December 12, 2024 to Amended and Restated Employment Agreement between Ajay Mehra and OSI Systems, Inc.

Amended and Restated Employment Agreement dated April 29, 2024 between Victor Sze and OSI Systems, Inc.

18 unchanged sentences

Consent of Independent Registered Public Accounting Firm

Power of Attorney (included on the signature page of this Form 10-K)

4 unchanged sentences

Policy for Recovery of Erroneously Awarded Compensation (21)

The following financial information from the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2024 formatted in XBRL (eXtensible Business Reporting Language) as follows:

EXHIBIT DESCRIPTION

The following financial information from the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2025 formatted in XBRL (eXtensible Business Reporting Language) as follows:

(i) the consolidated balance sheets

5 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

* Filed herewith

Denotes a management contract or compensatory plan or arrangement.

15 unchanged sentences

(16) Previously filed with our Quarterly Report on Form 10-Q filed on October 29, 2021.

(17) Previously filed with our Annual Report on Form 10-K filed on August 19, 2022.

(17) Previously filed with our Current Report on Form 8-K filed on July 2, 2025.

(18) Previously filed with our Quarterly Report on Form 10-Q filed on January 27, 2023.

(19) Previously filed with our Proxy Statement on Schedule 14A filed on October 27, 2023.

(20) Previously filed with our Current Report on Form 8-K filed on December 13, 2024.

(21) Previously filed with our Annual Report on Form 10-K filed on August 29, 2024.

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.

4 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Deepak Chopra, 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.

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.

/s/ DEEPAK CHOPRA

Deepak Chopra

Chairman of the Board,

/s/ AJAY MEHRA

President and Chief Executive Officer

1 unchanged sentence

August 25, 2025

/s/ DEEPAK CHOPRA

Deepak Chopra

Executive Chairman of the Board,

August 25, 2025

/s/ ALAN EDRICK

11 unchanged sentences

August 25, 2025

/s/ KELLI BERNARD

Kelli Bernard

August 25, 2025

/s/ GERALD CHIZEVER

4 unchanged sentences

August 25, 2025

/s/ KELLI BERNARD

Kelli Bernard

August 29, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures