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STAA 8-K filings, explained
Every material Form 8-K STAAR Surgical has filed with the SEC since October 20, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
STAAR Surgical reported third-quarter 2026 net sales of $83.4 million, down 12% from $94.7 million a year earlier, and net income of $5.6 million, or $0.11 per diluted share, versus $8.9 million, or $0.18, in the prior-year quarter. The prior-year quarter included $25.9 million of deferred China sales; excluding that, third-quarter net sales rose 21%, and the company said it expects gross margin to improve in the fourth quarter. The Board also authorized a share repurchase of up to $50 million, and the company reported no outstanding debt.
Net sales were $83.4 million, down 12% from $94.7 million; up 21% excluding $25.9 million of deferred China sales recognized in the third quarter of 2025.
Gross profit margin was 70.9%, compared with 82.2% in the prior-year quarter, which included deferred China revenue with no cost of sales.
Net income was $5.6 million, or $0.11 per diluted share, versus $8.9 million, or $0.18, a year earlier.
In September 2026 the Board authorized repurchases of up to $50 million of common stock; cash and investments were $206.4 million as of October 2, 2026, with no outstanding debt.
STAAR Surgical appointed David Bailey, its former President and Chief Executive Officer, as Chief Commercial Officer effective September 8, 2026. He reports to CEO Warren Foust, and the filing sets out his base salary, bonus target and equity awards, which shareholders can review in the offer letter filed as Exhibit 10.1.
Appointed Chief Commercial Officer effective September 8, 2026; reports to Warren Foust, President and CEO
Base salary at an annual rate of CHF 462,825 (approximately $575,000), with a 2026 target bonus of 60% of base salary, prorated
Initial RSU grant valued at $850,000 vesting over three years, plus a 2026 long-term incentive award valued at $1,400,000, prorated
Mr. Bailey previously served as STAAR's President and CEO from 2001 to 2008 and as President, International Operations, from 2008 to 2011
STAAR Surgical reported second-quarter 2026 results for the quarter ended July 3, 2026, with net sales of $93.5 million, up from $44.3 million a year earlier, and net income of $8.1 million, or $0.16 per diluted share, compared with a net loss of $16.8 million a year earlier. The filing furnishes the earnings release as Exhibit 99.1 and announces a conference call at 5:30 p.m. Eastern on August 12, 2026, where management will discuss the results. The company reported cash and investments of $181.5 million and no outstanding debt.
Net sales of $93.5 million, up 111% year over year; sales excluding China were $41.2 million, up 6.0%
China sales of $52.3 million; EMEA sales declined by a low single-digit percentage, with growth excluding the Middle East
Net income of $8.1 million, or $0.16 per diluted share, versus a net loss of $16.8 million, or $0.34 per diluted share, a year ago
Adjusted EBITDA of $20.0 million, or $0.39 per diluted share; cash and investments of $181.5 million at July 3, 2026
STAAR Surgical's board appointed Warren Foust, previously its President and COO, as President, CEO and a board member, effective August 4, 2026. Deborah Andrews, who had been Interim Co-CEO since February 2026, stays as Chief Financial Officer and was named Executive Vice President. The filing also details large equity grants to both executives, which will dilute shareholders as they vest.
Warren Foust has been President and COO since March 2025 and joined STAAR in April 2023; his base salary is $730,000 annually.
Foust's CEO grant includes 22,493 time-vesting RSUs, 40,471 time-vesting options and 131,830 performance-vesting options tied to $50, $75 and $100 share price hurdles.
Deborah Andrews will cease as Interim Co-CEO, remain CFO and receive an option grant of 8,952 shares, 29,159 performance options and 4,975 RSUs.
The filing furnishes a press release dated August 4, 2026 as Exhibit 99.1.
At its June 18, 2026 annual meeting, STAAR Surgical shareholders approved Amendment No. 2 to the company's Omnibus Equity Incentive Plan, increasing the shares reserved for issuance under the plan by 3,900,000. Shareholders also elected all seven director nominees, ratified BDO USA as auditor, and approved the advisory vote on executive compensation. The plan increase adds shares available for equity awards, which can dilute existing shareholders' ownership.
Plan amendment approved: 40,231,475 votes for, 974,989 against, 67,857 abstentions, and 2,406,114 broker non-votes.
All seven directors elected to terms expiring at the 2027 annual meeting; Neal C. Bradsher received 40,776,719 votes for.
BDO USA, P.C. ratified as independent auditor for the fiscal year ending January 1, 2027, with 43,433,234 votes for.
Quorum of 43,680,435 of 49,788,295 outstanding shares as of the April 20, 2026 record date.
STAAR Surgical's Compensation Committee approved a base salary increase for Deborah Andrews, its Interim Co-Chief Executive Officer and Chief Financial Officer, from $512,000 to $575,000, effective June 8, 2026. The committee also raised her target annual cash bonus from 55% to 60% of base salary, citing a review of competitive market pay data and her contributions to strategic and operational objectives.
Base salary rises from $512,000 to $575,000, effective June 8, 2026
Target annual cash bonus increases from 55% to 60% of base salary
Committee cited competitive market compensation data and Ms. Andrews' contributions to company objectives
STAAR Surgical reported first-quarter 2026 results for the period ended April 3, 2026, with net sales of $93.5 million, up 119.6% from a year earlier, and net income of $5.2 million, or $0.10 per diluted share, compared with a net loss of $54.2 million a year earlier. Net sales excluding China rose 6.0% to $46.1 million, and the company reported no outstanding debt as of April 3, 2026.
Net sales of $93.5 million, up 119.6% from $42.6 million in the first quarter of 2025, primarily reflecting China
Gross margin of 73.6% compared with 65.8% a year earlier
Adjusted EBITDA of $24.4 million, or $0.48 per diluted share, compared with a $26.3 million loss a year earlier
Cash and investments available for sale of $163.9 million at April 3, 2026; net cash used in operating activities was $21.7 million
STAAR Surgical reported fourth-quarter 2025 net sales of $57.8 million, up 18.1%, and a narrower net loss of $18.3 million versus $34.2 million a year earlier. For the full year, net sales fell 23.7% to $239.4 million and the net loss widened to $80.4 million, or $1.62 per share, from $20.2 million, or $0.41 per share. Shareholders face a mixed picture: quarterly results improved, but the annual decline and larger loss reflect the China inventory reduction and merger-related costs.
Q4 2025 net sales $57.8 million, up 18.1%; net sales excluding China $40.3 million, down 2.1%
Q4 2025 net loss $(18.3) million, or $(0.37) per share, versus $(34.2) million, or $(0.69) per share, a year earlier
Full-year 2025 net loss $(80.4) million, or $(1.62) per share; Q4 included $11.2 million in costs tied to the terminated Alcon merger
Cash, cash equivalents and investments available for sale were $187.5 million at January 2, 2026, with no outstanding debt
STAAR Surgical ended the employment of Chief Legal Officer and Corporate Secretary Nathaniel Sisitsky effective February 4, 2026, treating it as a termination without cause. He will serve as a consultant through March 13, 2026 to help transition the legal function, and his severance and equity terms were set under a 2023 severance agreement and a new letter agreement.
Separation effective February 4, 2026; treated as a termination by the Company without cause
Severance equal to 12 months of base salary plus 12 months of insurance premium reimbursement, subject to a general release
Consulting fees of $8,000 per week through March 13, 2026, plus a $10,000 Completion Fee if the services are completed
Other unvested equity awards forfeited for no consideration; March 2026 RSUs accelerated and vested
STAAR Surgical appointed Warren Foust, its President and Chief Operating Officer, and Deborah Andrews, its Chief Financial Officer, as interim co-Chief Executive Officers effective February 1, 2026, after Stephen C. Farrell stepped down as CEO effective January 31, 2026. The Board has started a global search for a permanent CEO, and the filing describes the interim arrangement as a period of transition.
Stephen C. Farrell stepped down as CEO effective January 31, 2026, under a Cooperation Agreement with Broadwood Partners, L.P. dated January 14, 2026.
Each interim co-CEO receives restricted stock units with a grant date fair value of $375,000, vesting August 1, 2026.
The interim term ends on the earlier of August 1, 2026 or the public announcement of a new CEO; a Search Committee chaired by Lilian Y. Zhou is leading the search.
Under a letter agreement with Mr. Foust dated February 1, 2026, additional payments apply if he is not offered the CEO position, including a $250,000 cash recognition and retention award installment in certain cases.
STAAR Surgical's board elected Neal C. Bradsher as Board Chair effective January 15, 2026, and reconstituted its three standing committees. The filing states that Bradsher is Founder and President of Broadwood Capital, the general partner of Broadwood Partners, L.P., which the company describes as its largest stockholder. The board also created a Search Committee to guide decisions on company leadership, including a successor to the Chief Executive Officer, and an Insight and Engagement Committee.
Neal C. Bradsher elected Board Chair effective January 15, 2026; he is also chair of the Nominating and Governance Committee
Search Committee formed to address company leadership, including a CEO successor; Lilian Y. Zhou named chair
Company notified NASDAQ it regained compliance with Audit Committee director independence requirements; Zhou chairs the Audit Committee
STAAR Surgical entered a cooperation agreement with Broadwood Partners, its largest stockholder, which owns 31% of common stock. Under the deal, the board expanded from six to seven, CEO Stephen Farrell and director Elizabeth Yeu resigned, and three Broadwood-linked nominees joined the board. The company also said it is no longer in compliance with Nasdaq's three-member audit committee rule and intends to use a cure period.
Farrell's CEO service ends January 31, 2026, or earlier if the board decides; he will serve as a consultant for one year at $45,000 per month
Farrell is eligible for 18 months of base salary and insurance premium reimbursement, subject to a general release
Yeu's resignation leaves the audit committee below the three-independent-director minimum; the company notified Nasdaq on January 14, 2026
Broadwood agreed not to request a special stockholder meeting until June 18, 2026
STAAR Surgical entered Amendment No. 2 to its merger agreement with Alcon Research, LLC and Rascasse Merger Sub, Inc. on December 9, 2025. The amendment raises the cash consideration for each STAAR common share to $30.75 from $28.00 if the merger is completed, and changes how certain equity awards and 280G tax gross-ups are handled.
Merger consideration increased to $30.75 per share in cash, without interest, from $28.00 per share
Amendment converts certain restricted stock units and performance-based awards into Alcon Inc. restricted stock units, with performance deemed earned at 100% of target
Amendment eliminates 280G gross-ups and related tax indemnification arrangements; director awards vest at closing
STAAR Surgical entered into an amendment to its merger agreement with Alcon that allows the company to actively solicit rival acquisition proposals through December 6, 2025. The company also postponed its stockholder vote on the Alcon merger to December 19, 2025, and the amendment sets the termination fee at $0 in certain superior-offer scenarios, which affects shareholders' choices in the pending deal.
Go-shop period runs from November 7, 2025 until 11:59 p.m. Eastern Time on December 6, 2025
Alcon waives matching rights for any superior offer; STAAR must give Alcon four business days' notice before terminating to accept one
Termination fee is $0 if STAAR terminates to accept a superior proposal from a Qualified Bidder, or in certain circumstances where a deal is signed within 12 months
Special meeting to vote on the Alcon merger moved from December 3, 2025 to December 19, 2025 at 8:30 a.m. Pacific Time; record date remains October 24, 2025
STAAR Surgical reported third quarter 2025 results for the period ended September 26, 2025. Net sales rose 6.9% from a year earlier to $94.7 million, helped by $25.9 million from a December 2024 China shipment that was paid in full this quarter, while net income fell to $8.9 million, or $0.18 per diluted share, from $10.0 million, or $0.20 per share. Because the company is being acquired by Alcon Inc., it will not hold a conference call on the results.
Net sales were $94.7 million, up 6.9% from $88.6 million a year earlier, including $25.9 million from the December China Shipment.
Net sales excluding China were $38.9 million, up 7.7% year over year.
Net income was $8.9 million, or $0.18 per diluted share, versus $10.0 million, or $0.20 per share, a year earlier; the company recorded $5.9 million in merger transaction costs.
Adjusted EBITDA was $34.6 million, or $0.68 per share, compared with $16.2 million, or $0.33 per share, a year earlier.
STAAR Surgical released preliminary third-quarter 2025 net sales of $94.7 million, up 6.9% from $88.6 million a year earlier, ahead of its October 23, 2025 stockholder vote on the Alcon merger proposal. The increase relied heavily on a $25.9 million December 2024 China shipment paid in full in the quarter, while distributor orders in China fell and nine-month sales declined year over year. The figures are unaudited and subject to change before the 10-Q is filed.
Q3 2025 preliminary net sales of $94.7 million, up 6.9% from $88.6 million
$25.9 million from the December 2024 China shipment was recognized in Q3 2025 after payment in full
Net sales outside China grew 7.7%, while new orders from China distributors were lower
Nine-month 2025 sales were lower than the prior year, as China distributors reduced inventory by about $80 million to $85 million
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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