Form 8-K

8-K — OSI SYSTEMS INC

Accession: 0001104659-26-099215

Filed: 2026-08-20

Period: 2026-08-20

CIK: 0001039065

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2623681d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2623681d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2623681d1_ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2623681d1_8k.htm · Sequence: 1

false

0001039065

2026-08-20

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE

OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 20, 2026

OSI

SYSTEMS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN

ITS CHARTER)

Delaware

000-23125

33-0238801

(STATE OR OTHER JURISDICTION

OF INCORPORATION)

(COMMISSION FILE NUMBER)

(IRS EMPLOYER IDENTIFICATION

NO.)

12525 CHADRON AVENUE

HAWTHORNE,

CA 90250

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(310)

978-0516

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA

CODE)

N/A

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which

registered

Common Stock, $0.001 par value

OSIS

The Nasdaq Global Select Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

If an

emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02

Results of Operations and Financial Condition.

On August 20, 2026, we issued

a press release announcing our financial results for the quarter ended June 30, 2026. A copy of the press release is attached hereto as

Exhibit 99.1 and incorporated herein by this reference.

We are furnishing the information

contained in this Item 2.02 (including Exhibit 99.1). It shall not be deemed to be “filed” for any purpose, including

for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that

section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities

Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.

Item 8.01 Other Events.

On August 20, 2026, we announced that our Board

of Directors has approved an additional 1 million shares for repurchase under our stock repurchase program, increasing the total remaining

authorization to 1,078,731 shares.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

99.1:

Press Release of OSI Systems, Inc. dated August 20, 2026 announcing financial results for the quarter ended June 30, 2026.

Exhibit

99.2:

Press Release of OSI Systems, Inc. dated August 20, 2026 announcing increase in share repurchase authorization.

Exhibit 104:

Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit

Number

Description

99.1

Press Release of OSI Systems, Inc. dated August 20, 2026 announcing financial results for the quarter ended June 30, 2026.

99.2

Press Release of OSI Systems, Inc. dated August 20, 2026 announcing increase in share repurchase

authorization.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OSI SYSTEMS, INC.

Date: August 20,

2026

By:

/s/ Alan Edrick

Alan Edrick

Executive Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623681d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

OSI SYSTEMS REPORTS

FISCAL 2026 FOURTH QUARTER

AND FISCAL YEAR

FINANCIAL RESULTS

· Record

Fiscal Year 2026 Revenues of $1.79 billion

· Q4

Earnings per Diluted Share

o GAAP

EPS of $3.27

o Record

Non-GAAP EPS of $3.78 (17% growth year-over-year)

· Fiscal

Year 2026 Earnings per Diluted Share

o GAAP

EPS of $8.95

o Record

Non-GAAP EPS of $10.35 (11% growth year-over-year)

· Record

Q4 Operating Cash Flow of $182 million

· Record

Fiscal Year 2026 Operating Cash Flow of $276 million

· Record

Backlog of $1.9 billion

· Company

Introduces Fiscal 2027 Revenues and Non-GAAP EPS Guidance

HAWTHORNE, Calif.

— (BUSINESS WIRE) — August 20, 2026 — OSI Systems, Inc. (the “Company” or “OSI Systems”)

(NASDAQ: OSIS) today announced its financial results for the three months and fiscal year ended June 30, 2026.

Ajay Mehra, OSI

Systems’ President and Chief Executive Officer, stated, “Fiscal 2026 was a strong year for the Company, capped by record

fourth quarter non-GAAP earnings per share and record operating cash flow, despite the impact of revenue headwinds from the Middle East

conflicts which shifted the timing of certain planned deliveries. Our teams performed well across our three divisions, delivering solid

bookings which led to substantial backlog. As we enter fiscal 2027, our opportunity pipeline, disciplined operating execution and continued

focus on cash generation position us well to advance key strategic initiatives and drive long-term value.”

Financial Summary

Three

Months Ended June 30,

Fiscal

Year Ended June 30,

(Dollars in thousands,

except per-share amounts)

2025

2026

Change

2025

2026

Change

Revenues

$ 504,985

$ 484,058

-4 %

$ 1,713,166

$ 1,785,984

4 %

Diluted earnings per share - GAAP

$ 3.03

$ 3.27

8 %

$ 8.71

$ 8.95

3 %

Diluted earnings per share - non-GAAP

$ 3.24

$ 3.78

17 %

$ 9.36

$ 10.35

11 %

Cash flow provided by operating

activities

$ 561

$ 182,110

$ 97,592

$ 275,904

Capital expenditures

$ 6,119

$ 9,298

$ 23,832

$ 30,570

The Company’s

backlog was approximately $1.9 billion as of June 30, 2026 compared to $1.8 billion a year ago.

Mr. Mehra

added, "The Security division continued to execute well during the fourth quarter, delivering strong profitability, outstanding

cash generation and healthy bookings. While revenues were impacted by disruptions from the Middle East conflicts, underlying demand for

our products and services remain encouraging. These delays do not reflect order cancellations and remain in our backlog with updated

delivery schedules. The Security division ended the year with a substantial backlog, a significant opportunity pipeline and recent program

wins that position the business well for the future.”

Mr. Mehra

continued, “The Optoelectronics and Manufacturing division delivered strong results for the quarter with revenues up about 5% year-over-year

on broad-based demand across several key end markets. Our ability to support customers with highly engineered products, precision manufacturing

capabilities and global operational reach continues to differentiate us in the marketplace. We are excited by the opportunities we see

across our aerospace, defense, healthcare, technology and industrial Optoelectronics customer base.”

Mr. Mehra

further added, “The Healthcare division delivered an improved fourth quarter, with revenues up approximately 5% and an adjusted

operating margin of 10% compared with 1% in the prior-year quarter, demonstrating the impact of operational improvements implemented

throughout the year. We are focused on expanding our installed base, supporting healthcare providers with innovative clinical solutions

and advancing product development initiatives designed to enhance patient care.”

The Company repurchased

564,880 shares during the fiscal 2026 fourth quarter for an aggregate cash amount of $123.6 million. The Company ended fiscal 2026 with

$359.8 million of cash and cash equivalents, up from $106.4 million a year earlier. During fiscal 2026, the Company refinanced and expanded

its long-term debt, extended maturities, enhanced financial flexibility to fund growth initiatives, and reduced bank lines of credit

to zero while continuing to return capital to shareholders through stock repurchases.

Fiscal Year 2027 Outlook

Guidance

Revenues

$1.875 billion

- $1.930 billion

YoY

Growth Rate

5.0% - 8.1%

Non-GAAP Diluted Earnings Per Share

$11.13 - $11.49

YoY

Growth Rate

7.5% - 11.0%

The Company is

introducing its fiscal 2027 guidance for revenues and non-GAAP diluted earnings per share, as indicated above. Actual revenues and non-GAAP

diluted earnings per share could vary from this guidance due to factors discussed under “Forward-Looking Statements” or

other factors.

The Company’s

fiscal 2027 diluted earnings per share guidance is provided on a non-GAAP basis only. The Company does not provide a reconciliation of

guidance for non-GAAP diluted EPS to GAAP diluted EPS (the most directly comparable GAAP financial measure) on a forward-looking basis

because the Company is unable to provide a meaningful or accurate compilation of reconciling items and certain information is not available.

This is due to the inherent difficulty and complexity in accurately forecasting the timing and amounts of various items included in the

calculation of GAAP diluted EPS but excluded in the calculation of non-GAAP diluted EPS, such as acquisition costs and other non-recurring

items that have not yet occurred, are out of the Company’s control or cannot otherwise reasonably be predicted. For the same reasons,

the Company is unable to address the significance of unavailable information which may be material and therefore could result in GAAP

diluted EPS being materially different from projected non-GAAP diluted EPS.

Conference Call

Information

The Company will

host a conference call and simultaneous webcast beginning at 1:30 pm PT (4:30 pm ET) today to discuss its financial results for the 2026

fourth fiscal quarter and full fiscal year. To listen, please visit the Investor Relations section of the OSI Systems website at http://investors.osi-systems.com/index.cfm

and follow the link that will be posted on the front page. A replay of the webcast will be available beginning shortly after the conclusion

of the conference call for approximately three months thereafter. The replay can be accessed through the Company’s website at www.osi-systems.com.

About OSI Systems

OSI Systems designs

and manufactures specialized electronic systems and components for critical applications. The Company operates through three business

segments: Security, Optoelectronics and Manufacturing, and Healthcare. Its Security division delivers advanced inspection systems, turnkey

screening solutions, and comprehensive support services to protect people and infrastructure. The Optoelectronics and Manufacturing segment

serves as a global supplier of high-performance optoelectronic solutions and precision manufacturing services for leading OEMs. The

Healthcare segment focuses on patient monitoring, diagnostic cardiology, and related services with the goal of enhancing clinical care

and patient outcomes. Serving customers in over 170 countries, OSI Systems strategically positions its sales, service, R&D,

and manufacturing capabilities worldwide to provide fast and efficient delivery and support. For more information on OSI Systems or

any of its subsidiary companies, visit www.osi-systems.com. News Filter: OSIS-E

Presentation

of Non-GAAP Financial Measures

This earnings release

includes a presentation of non-GAAP net income, non-GAAP diluted earnings per share, non-GAAP operating income (loss) by segment and

non-GAAP operating margin, all of which are non-GAAP financial measures. The presentation of these non-GAAP figures is provided to allow

for the comparison of the underlying performance of the Company, excluding the impact of impairment, restructuring and other charges

(including certain legal costs), amortization of intangible assets acquired through business acquisitions, and associated tax effects,

and discrete income tax items. Although we exclude amortization of acquired intangible assets from our non-GAAP figures, revenue generated

from such intangibles is included in determining non-GAAP financial performance of the Company. Management believes that the non-GAAP

financial measures presented in this earnings release provide (i) enhanced insight into the ongoing operations of the Company, (ii) meaningful

information regarding the Company’s financial results (excluding amounts management does not view as reflective of ongoing operating

results) for purposes of planning, forecasting and assessing the performance of the Company’s businesses, (iii) a meaningful

comparison of financial results of the current period against results of past periods and (iv) financial results that are generally

more comparable to financial results of peer companies than are GAAP figures. Non-GAAP financial measures should not be assessed in isolation

or as a substitute for measures of financial performance prepared in accordance with GAAP. Our non-GAAP financial measures may not be

the same as measures used by other companies due to possible differences in methods and in the items or events for which adjustments

are made.

Reconciliations

of GAAP financial information to non-GAAP financial information are provided in the accompanying tables. The financial results calculated

in accordance with GAAP and reconciliations from those financial results should be carefully evaluated.

Forward-Looking Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A

of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements

relate to the Company's current expectations, beliefs, and projections concerning matters that are not historical facts. Forward-looking

statements are not guarantees of future performance and involve uncertainties, risks, assumptions, and contingencies, many of which are

outside the Company's control and which may cause actual results to differ materially from those described in or implied by any forward-looking

statement. Forward-looking statements include, but are not limited to, information provided regarding expected revenues, earnings, growth,

cash flow generation, and operational performance in fiscal 2027 and beyond. The Company could be exposed to a variety of negative consequences

as a result of delays related to the award of domestic and international contracts; failure to secure the renewal of key customer contracts;

delays in customer programs; government shutdowns; delays in revenue recognition related to the timing of customer acceptance; the impact

of potential information technology, cybersecurity or data security breaches; changes in domestic and foreign government spending and

budgetary, procurement and trade policies adverse to the Company's businesses; the impact of the Russia-Ukraine conflict or conflicts

in the Middle East, including the potential for broad economic disruption, increased global tensions, or potential disruptions to customer

operations, procurement activities, transportation networks and project timing; global economic uncertainty, including the

impact of tariffs; material delays and cancellations of orders or deliveries thereon, supply chain and transportation networks disruptions,

plant closures, or other adverse impacts on the Company’s ability to execute business plans; unfavorable currency exchange rate

fluctuations; unfavorable interest rate fluctuations; effect of changes in tax legislation; market acceptance of the Company's new and

existing technologies, products, and services; the Company's ability to win new business and convert orders received to sales within

the current fiscal year; contract and regulatory compliance matters, or actions which, if brought, could result in judgments, settlements,

fines, injunctions, debarment, or penalties; and other risks and uncertainties, including, but not limited to, those detailed herein

and from time to time in the Company's Securities and Exchange Commission filings, which could have a material and adverse impact on

the Company's business, financial condition, and results of operations. For additional information on these and other factors that could

cause the Company's future results to differ materially from those in any forward-looking statements, see the section titled "Risk

Factors" in the Company's most recently filed Annual Report on Form 10-K and other risks described therein and in documents

subsequently filed by the Company from time to time with the Securities and Exchange Commission. Undue reliance should not be placed

on forward-looking statements, which are based on currently available information and speak only as of the date on which they are made.

The Company assumes no obligation to update any forward-looking statement made in this press release that becomes untrue because of subsequent

events, new information, or otherwise, except to the extent required to do so under federal securities laws.

For Additional Information, Contact:

OSI Systems, Inc.

Ajay Vashishat

Vice President

Telephone: (310) 349-2237

avashishat@osi-systems.com

OSI SYSTEMS, INC.

AND SUBSIDIARIES

UNAUDITED

CONDENSED Consolidated Statements of Operations

(in thousands,

except per share data)

Three Months Ended

June 30,

Fiscal Year Ended

June 30,

2025

2026

2025

2026

Revenues:

Products

$ 392,633

$ 373,240

$ 1,323,291

$ 1,344,733

Services

112,352

110,818

389,875

441,251

Total net revenues

504,985

484,058

1,713,166

1,785,984

Cost of goods sold:

Products

277,821

251,156

908,997

944,797

Services

58,926

64,948

216,987

248,095

Total cost of goods

sold

336,747

316,104

1,125,984

1,192,892

Gross profit

168,238

167,954

587,182

593,092

Operating expenses:

Selling, general and administrative

74,685

69,747

290,879

278,390

Research and development

18,844

19,500

73,444

79,141

Impairment, restructuring

and other charges, net

1,687

4,819

5,335

16,591

Total operating

expenses

95,216

94,066

369,658

374,122

Income from operations

73,022

73,888

217,524

218,970

Interest and other expense, net

(7,224 )

(4,118 )

(31,430 )

(26,224 )

Income before income taxes

65,798

69,770

186,094

192,746

Provision for income taxes

(13,050 )

(14,530 )

(36,457 )

(38,035 )

Net income

$ 52,748

$ 55,240

$ 149,637

$ 154,711

Diluted earnings per share

$ 3.03

$ 3.27

$ 8.71

$ 8.95

Weighted average shares outstanding – diluted

17,412

16,910

17,178

17,280

OSI SYSTEMS, INC.

AND SUBSIDIARIES

UNAUDITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

June 30,

2025

June 30,

2026

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 non-current assets

120,966

161,787

Total Assets

$ 2,241,257

$ 2,502,452

Liabilities and Stockholders' Equity

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 current liabilities

110,120

154,377

Total current liabilities

696,938

511,135

Long-term debt

463,504

998,518

Other long-term liabilities

129,731

159,838

Total liabilities

1,290,173

1,669,491

Total stockholders’ equity

951,084

832,961

Total Liabilities

and Stockholders’ Equity

$ 2,241,257

$ 2,502,452

NON-GAAP

FINANCIAL MEASURES AND SEGMENT INFORMATION

Three

Months Ended June 30,

2025

2026

(Dollars

in thousands, except

Operating

Net

Diluted

Operating

Net

Diluted

per-share

amounts)

Revenues

Income

Revenues

Income

EPS

Revenues

Income

Revenues

Income

EPS

OSI

Consolidated

GAAP

basis

$ 504,985

$ 73,022

14.5 %

$ 52,748

$ 3.03

$ 484,058

$ 73,888

15.3 %

$ 55,240

$ 3.27

Impairment,

restructuring and other charges, net

1,687

0.3 %

1,687

0.10

4,819

1.0 %

4,819

0.29

Amortization

of acquired intangible assets

4,770

0.9 %

4,770

0.27

6,793

1.4 %

6,793

0.40

Tax effect

of non-GAAP adjustments

(1,380 )

(0.08 )

(2,453 )

(0.15 )

Discrete

tax benefit

(1,373 )

(0.08 )

(485 )

(0.03 )

Non-GAAP

basis

$ 79,479

15.7 %

$ 56,452

$ 3.24

$ 85,500

17.7 %

$ 63,914

$ 3.78

Operating

Revenues

Income

Revenues

Income

Revenues

Revenue

and Operating Income by Segment

Security

GAAP basis

$ 366,971

$ 70,538

19.2 %

$ 339,733

$ 63,422

18.7 %

Impairment,

restructuring and other charges, net

0.0 %

1,919

0.6 %

Amortization

of acquired intangible assets

4,174

1.2 %

5,306

1.5 %

Non-GAAP

basis

74,712

20.4 %

70,647

20.8 %

Optoelectronics &

Manufacturing

GAAP basis

112,667

14,999

13.3 %

117,806

15,874

13.5 %

Impairment,

restructuring and other charges, net

0.0 %

184

0.2 %

Amortization

of acquired intangible assets

327

0.3 %

1,216

1.0 %

Non-GAAP

basis

15,326

13.6 %

17,274

14.7 %

Healthcare

GAAP basis

42,684

(1,368 )

-3.2 %

44,751

1,584

3.5 %

Impairment,

restructuring and other charges, net

1,467

3.4 %

2,620

5.9 %

Amortization

of acquired intangible assets

269

0.7 %

271

0.6 %

Non-GAAP

basis

368

0.9 %

4,475

10.0 %

Corporate/Elimination

GAAP basis

(17,337 )

(11,147 )

(18,232 )

(6,992 )

Impairment,

restructuring and other charges, net

220

Non-GAAP

basis

(10,927 )

(6,896 )

OSI

Consolidated

GAAP basis

$ 504,985

73,022

14.5 %

$ 484,058

73,888

15.3 %

Impairment,

restructuring and other charges, net

1,687

0.3 %

4,819

1.0 %

Amortization

of acquired intangible assets

4,770

0.9 %

6,793

1.4 %

Non-GAAP

basis

$ 79,479

15.7 %

$ 85,500

17.7 %

NON-GAAP

FINANCIAL MEASURES AND SEGMENT INFORMATION

Fiscal

Years Ended June 30,

2025

2026

(Dollars in thousands, except

Operating

% of

Net

Operating

% of

Net

per-share amounts)

Revenues

Income

Revenues

Income

EPS

Revenues

Income

Revenues

Income

EPS

OSI Consolidated

GAAP

basis

$ 1,713,166

$ 217,524

12.7 %

$ 149,637

$ 8.71

$ 1,785,984

$ 218,970

12.3 %

$ 154,711

$ 8.95

Impairment,

restructuring and other charges, net

5,335

0.3 %

5,335

0.31

16,591

0.9 %

16,591

0.97

Amortization

of acquired intangible assets

17,996

1.1 %

17,996

1.05

17,751

1.1 %

17,751

1.03

Non-recurring

retirement expense for former CEO

4,359

0.25

Tax effect

of non-GAAP adjustments

(5,413 )

(0.32 )

(8,803 )

(0.51 )

Discrete

tax benefit

(6,717 )

(0.39 )

(5,806 )

(0.34 )

Non-GAAP

basis

$ 240,855

14.1 %

$ 160,838

$ 9.36

$ 253,312

14.2 %

$ 178,803

$ 10.35

Operating

Revenues

Income

Revenues

Income

Revenues

Revenue and Operating Income

by Segment

Security

GAAP basis

$ 1,196,180

$ 204,952

17.1 %

$ 1,247,949

$ 201,463

16.1 %

Impairment,

restructuring and other charges, net

1,882

0.2 %

7,006

0.6 %

Amortization

of acquired intangible assets

14,882

1.2 %

14,448

1.2 %

Non-GAAP

basis

221,716

18.5 %

222,917

17.9 %

Optoelectronics &

Manufacturing

GAAP basis

412,065

51,540

12.5 %

450,817

57,146

12.7 %

Impairment,

restructuring and other charges, net

619

0.2 %

445

0.1 %

Amortization

of acquired intangible assets

1,862

0.4 %

2,220

0.5 %

Non-GAAP

basis

54,021

13.1 %

59,811

13.3 %

Healthcare

GAAP basis

168,362

2,462

1.5 %

162,729

(33 )

0.0 %

Impairment,

restructuring and other charges, net

2,246

1.3 %

6,945

4.3 %

Amortization

of acquired intangible assets

1,252

0.7 %

1,083

0.6 %

Non-GAAP

basis

5,960

3.5 %

7,995

4.9 %

Corporate/Elimination

GAAP basis

(63,441 )

(41,430 )

(75,511 )

(39,606 )

Impairment,

restructuring and other charges, net

588

2,195

Non-GAAP

basis

(40,842 )

(37,411 )

OSI

Consolidated

GAAP basis

$ 1,713,166

217,524

12.7 %

$ 1,785,984

218,970

12.3 %

Impairment,

restructuring and other charges, net

5,335

0.3 %

16,591

0.9 %

Amortization

of acquired intangible assets

17,996

1.1 %

17,751

1.0 %

Non-GAAP

basis

$ 240,855

14.1 %

$ 253,312

14.2 %

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2623681d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

OSI SYSTEMS ANNOUNCES

EXPANSION OF STOCK REPURCHASE PROGRAM

HAWTHORNE, CA –

August 20, 2026 – OSI Systems, Inc. (NASDAQ: OSIS) today announced that its Board of Directors has approved an increase

to the Company’s existing stock repurchase authorization.

The Board has authorized

an additional 1,000,000 shares for repurchase under the Company’s stock repurchase program, increasing the total remaining authorization

to 1,078,731. The expanded authorization reflects the Company’s continued confidence in its long-term strategy and strong free

cash flow generation.

During the quarter

ended June 30, 2026, the Company repurchased 564,880 shares of its common stock.

“We continue

to execute on our capital allocation priorities by returning capital to shareholders through share repurchases,” said Alan Edrick,

Executive Vice President and Chief Financial Officer. “The increase in our share repurchase authorization underscores our confidence

in the strength of our business and our ability to generate robust cash flow, while maintaining flexibility to invest in growth opportunities.”

Purchases may be

made from time to time in the open market or in privately negotiated transactions and block trades, in accordance with federal securities

laws, including Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. This program does not have an expiration

date. The share repurchase program may be modified, terminated or expanded by the Company at any time without prior notice. There is

no guarantee as to the exact number of shares, if any, that will be purchased by the Company. The amount and timing of any purchases

will depend on a number of factors, including price, trading volume, general market conditions, legal requirements, and other factors.

About OSI Systems

OSI Systems designs

and manufactures specialized electronic systems and components for critical applications. The Company operates through three business

segments: Security, Optoelectronics and Manufacturing, and Healthcare. Its Security division delivers advanced inspection systems, turnkey

screening solutions, and comprehensive support services to protect people and infrastructure. The Optoelectronics and Manufacturing segment

serves as a global supplier of high-performance optoelectronic solutions and precision manufacturing services for leading OEMs. The

Healthcare segment focuses on patient monitoring, diagnostic cardiology, and related services with the goal of enhancing clinical care

and patient outcomes. Serving customers in over 170 countries, OSI Systems strategically positions its sales, service, R&D, and manufacturing

capabilities worldwide to provide fast and efficient delivery and support. For more information on OSI Systems or any of its subsidiary

companies, visit www.osi-systems.com. News Filter: OSIS-G

Forward-Looking

Statements

This press release

contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements

relate to OSI Systems’ current expectations, beliefs, and projections concerning matters that are not historical facts. Forward-looking

statements are not guarantees of future performance and involve uncertainties, risks, assumptions, and contingencies, many of which are

outside OSI Systems’ control and which may cause actual results to differ materially from those described in or implied by any

forward-looking statements. Undue reliance should not be placed on forward-looking statements, which are based on currently available

information and speak only as of the date on which they are made. OSI Systems assumes no obligation to update any forward-looking statement

made in this press release that becomes untrue because of subsequent events, new information, or otherwise, except to the extent it is

required to do so in connection with its ongoing requirements under Federal securities laws. For a further discussion of factors that

could cause OSI Systems’ future results to differ materially from any forward-looking statements, see the section entitled "Risk

Factors" in OSI Systems’ most recently filed Annual Report on Form 10-K and other risks described therein and in documents

subsequently filed by OSI Systems from time to time with the Securities and Exchange Commission.

SOURCE: OSI Systems, Inc.

OSI

Systems, Inc.

Ajay Vashishat

Vice President

310-349-2237

avashishat@osi-systems.com

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