Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Stock Market and Other Information
Our common stock is traded on The Nasdaq Global Select Market under the symbol “OSIS.”
As of August 18, 2025, there were approximately 89 holders of record of our common stock. This number does not include beneficial owners holding shares through nominees or in “street” name.
Dividends
We have not paid any dividends since the consummation of our initial public offering in 1997, and we have no intention of paying dividends for the foreseeable future.
Unregistered Sales of Equity Securities
We did not sell any unregistered shares of common stock during the fiscal year ended June 30, 2025.
In July 2024, we issued an aggregate of $350.0 million principal amount of 2.25% convertible senior notes due in August 2029. The 2029 Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The 2029 Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of our common stock that may be issued upon conversion of the 2029 Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by us exclusively with our security holders. Initially, a maximum of 2,324,490 shares of our common stock may be issued upon conversion of the 2029 Notes based on the initial maximum conversion rate of 6.6414 shares of common stock per $1,000 principal amount of 2029 Notes which is subject to customary anti-dilution adjustment provisions.
Issuer Purchases of Equity Securities
Excluding shares tendered to satisfy minimum statutory withholding obligations related to the vesting of RSUs, we repurchased 531,314 shares of common stock during the first quarter of fiscal year 2025. We did not repurchase any shares of common stock during the ensuing quarters in fiscal year 2025. As of June 30, 2025, the maximum number of shares of common stock that may yet be purchased under the current plan authorized by the Board of Directors is 1,190,556.
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Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information concerning our equity compensation plans as of June 30, 2025.
Number of securities
remaining available for
Number of securities to
Weighted ‑ average
future issuance under
be issued upon exercise
exercise price of
equity compensation
of outstanding options,
outstanding options,
plans (excluding securities
Plan category
warrants and rights
warrants and rights
reflected in column (a))
(a)
(b)
(c)
Equity compensation plans approved by security holders
60,253
$
121.41
1,984,358
(1)(2)
Equity compensation plans not approved by security holders
—
N/A
—
Total
60,253
$
121.41
1,984,358
(1) These shares are available for future issuance under our Amended and Restated 2012 Incentive Award Plan (the “OSI Plan”), which was approved by our shareholders on December 10, 2020 and amended on December 12, 2023.
(2) Awards of restricted stock units or other awards that convey the full value of the shares subject to the award are counted as 1.87 shares for every one award granted.
Performance Graph
The graph below compares the cumulative total stockholder return for the period beginning on the market close on the last trading day before the beginning of our fifth preceding fiscal year through and including the end of our last completed fiscal year with (a) The Nasdaq Composite Index and (b) a peer group of publicly traded issuer(s) with which we have generally competed.
The peer group includes the following companies: Conmed Corp, Leidos Holdings Inc. and Smiths Group Plc.
The graph assumes that $100.00 was invested on June 30, 2020 in (a) our common stock, (b) The Nasdaq Composite Index, and (c) the companies comprising the peer group described above (weighted according to the issuer’s stock market capitalization at the beginning of each period for which a return is indicated). The graph assumes that all dividends were reinvested. Historical stock price performance is not necessarily indicative of future stock price performance.
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This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The following table provides the same information in tabular form as of June 30:
2020
2021
2022
2023
2024
2025
OSI Systems, Inc
100.00
136.17
114.47
157.86
184.24
301.26
The Nasdaq Composite Index
100.00
145.23
111.21
140.28
181.81
210.31
Peer Group
100.00
112.85
99.56
116.39
121.83
159.41
ITEM 6. [RESERVED]