Bausch & Lomb Corp 8-K, filed Oct 13, 2026
Bausch & Lomb Corp (BLCO)
About this 8-K
Bausch & Lomb Corp filed this 8-K on October 13, 2026, reporting on events of October 11, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported)
____________________________
(Exact Name of Registrant as Specified in Its Charter)
____________________________
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
(
(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 | |
| Toronto Stock Exchange | |||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 12, 2026, Bausch + Lomb Corporation (the “Company”) announced that Brent Saunders, Chief Executive Officer of the Company and a member of the Company’s board of directors (the “Board”), and the Board have mutually agreed that Mr. Saunders will depart from the Company, effective as of October 12, 2026 (the “Separation Date”). In connection with his departure, Mr. Saunders will also cease serving on the Board, effective as of the Separation Date. Mr. Saunders’ departure from the Company and the Board is not due to any dispute or disagreement with the Company, its management or the Board on any matter relating to the Company’s operations, policies or practices.
Thomas J. Appio, who is currently Chairman of the Board, was appointed to serve as the interim Chief Executive Officer of the Company, effective as of October 12, 2026.
Mr. Appio also serves as the Chief Executive Officer of Bausch Health Companies Inc. (“BHC”), the Company’s controlling shareholder. The information required by Items 401(b), (d) and (e) and Item 404(a) of Regulation S-K with respect to Mr. Appio is included in BHC’s Definitive Proxy Statement related to its 2026 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 8, 2026, which information is incorporated herein by reference. Other than the foregoing, there are no arrangements or understandings between Mr. Appio and any other person pursuant to which he was appointed as the interim Chief Executive Officer of the Company, and there are no family relationships between Mr. Appio and any director or executive officer of the Company.
In connection with Mr. Saunders’ departure, the Company entered into a separation agreement with Mr. Saunders dated as of October 11, 2026 (the “Separation Agreement”), pursuant to which Mr. Saunders will receive (i) a lump-sum cash payment of $75.5 million in the aggregate, payable in accordance with the Separation Agreement, and (ii) reimbursement of his attorneys’ fees in connection with the negotiation of the Separation Agreement up to $50,000 (collectively, the “Separation Consideration”). Mr. Saunders will be eligible for continued participation in the Company’s group health plans for two years following the Separation Date in accordance with his existing employment agreement with the Company, dated as of February 14, 2023 (as amended, the “Employment Agreement”). Payment of the Separation Consideration is contingent on Mr. Saunders executing and not revoking a waiver and general release of claims in accordance with applicable laws. Mr. Saunders will not be entitled to receive any further compensation or severance in connection with his departure (including any severance payments or benefits under his Employment Agreement).
Pursuant to the Separation Agreement, all of Mr. Saunders’ outstanding equity and equity-based incentive awards, whether vested or unvested, under the Company’s 2022 Omnibus Incentive Plan (including stock options, restricted share units, matching restricted share units, performance share units, leveraged performance share units and New Hire Grants (as defined in the Employment Agreement)) were forfeited and cancelled effective upon entering into the Separation Agreement.
During the 90 days following the Separation Date, Mr. Saunders will provide reasonable transition assistance to the Company to ensure an orderly transition, without additional compensation other than reimbursement of reasonable out-of-pocket expenses.
Following the Separation Date, Mr. Saunders will remain subject to all of his existing restrictive covenant obligations to the Company under the Employment Agreement (including his confidentiality, non-competition, non-solicitation, non-disparagement and cooperation obligations).
The foregoing is a summary description of the terms of the Separation Agreement and is qualified in its entirety by the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto.
Item 7.01 Regulation FD Disclosure.
On October 12, 2026, the Company issued a press release announcing Mr. Saunders’ departure and Mr. Appio’s appointment as the interim Chief Executive Officer of the Company. In addition, the press release disclosed that the Company expects to raise full-year 2026 guidance with respect to adjusted EBITDA excluding Acquired IPR&D (non-GAAP). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Separation Agreement, dated as of October 11, 2026, by and between Bausch + Lomb Corporation and Brenton L. Saunders. |
| 99.1 | Press Release, dated October 12, 2026. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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.
| BAUSCH + LOMB CORPORATION | ||
| By: | /s/ A. Robert D. Bailey | |
| Name: | A. Robert D. Bailey | |
| Title: | Executive Vice President and Chief Legal Officer | |
Date: October 12, 2026
Exhibit 10.1
SEPARATION AGREEMENT
This Separation Agreement (this “Agreement”) is made and entered into as of October 11, 2026 (the “Effective Date”), by and between Bausch + Lomb Corporation, a corporation existing under the laws of Canada (the “Company”), and Brenton L. Saunders (the “Executive”). The Company and the Executive are referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, the Executive and the Company are parties to an Employment Agreement dated February 14, 2023, as amended by an Amendment to Employment Agreement dated July 21, 2025 (as so amended, the “Employment Agreement”), pursuant to which the Executive has served as Chairman of the Board and is currently a Director and Chief Executive Officer of the Company;
WHEREAS, the Executive and the Company desire to enter into this Agreement to document the terms and conditions of the Executive’s termination of employment, effective as of the Separation Date (as defined below); and
WHEREAS, the Parties have engaged in good faith discussions regarding the Executive’s separation and wish to resolve, on a compromised and final basis, all questions concerning the compensation and benefits that may be claimed to be payable to the Executive in connection with the cessation of his employment, including any entitlements that may be asserted under Section 8 of the Employment Agreement,
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound subject to the conditions set out herein, agree as follows:
Conditions Precedent; Effectiveness.
1. Conditions. Except as provided in Section 14(a) regarding Accrued Compensation, and notwithstanding any other provision of this Agreement, this Agreement shall not become binding on the Company or the Executive, and the Company shall have no obligation to pay the Separation Consideration or to perform any other obligation under this Agreement, unless and until each of the following conditions (collectively, the “Conditions Precedent”) has been satisfied:
| a. | this Agreement shall have been approved by resolution duly adopted by the Board (the date of such approval, the “Board Approval Date”); |
| b. | the Executive shall have executed and delivered to the Company the Irrevocable Separation Acknowledgement in the form attached as Schedule A concurrently with his execution and delivery of this Agreement, and in any event prior to the Separation Date; and |
| c. | the Executive shall have executed and delivered to the Company the Release (in the form attached to this Agreement as Schedule B, the “Release”), and the Release shall have become effective and irrevocable in accordance with its terms and all applicable revocation periods shall |
have expired without revocation (the date on which the foregoing occurs, the “Release Effective Date”).
Resignation from Offices & Employment.
2. Resignation. The Executive hereby resigns from his employment with the Company and all of its affiliates, from the office of Chief Executive Officer and from the Board as a director, effective as of 12:01 a.m. Eastern Time on Monday, October 12, 2026 (the “Separation Date”). The resignations by the Executive are irrevocable, unless the Board does not approve this Agreement within five (5) calendar days following the Effective Date, in which case such resignations are null and void. The resignations do not require acceptance by the Company.
3. Cessation of Status. Effective as of the Separation Date, the Executive shall be relieved of all employment and office related duties and cease to be an officer and director of the Company and of each of its subsidiaries and affiliates for all purposes, and shall cease to hold himself out as, or to represent that he is, an officer, employee, agent or representative of the Company or any of its subsidiaries or affiliates.
4. Separation Notice. The Parties agree that the Irrevocable Separation Acknowledgement attached as Schedule A, when executed and delivered by the Executive, shall constitute the Executive’s written notice of resignation for all purposes, including for the purposes of Section 7 of the Employment Agreement, and that no further or other notice of termination is required from either Party.
5. Further Assurances. The Executive shall promptly execute and deliver any further resignation letters, consents, instruments, filings or other documents that the Company may reasonably request in order to give effect to, evidence or record the resignations provided for hereunder, including any documents required under applicable corporate, securities or regulatory law in any jurisdiction.
Separation.
6. Consideration Amount. Subject in all respects to the satisfaction of each of the Conditions Precedent, the Company shall pay to the Executive an aggregate gross amount of Seventy-Five Million Five Hundred Thousand United States Dollars (US $75,500,000) (the “Separation Consideration”), less all applicable withholdings and deductions required by law.
7. Attorneys’ Fees. The Company shall pay the Executive’s attorneys’ fees and costs incurred that relate to the negotiation, drafting, and execution of this Agreement, up to a maximum of Fifty Thousand United States Dollars (US$50,000) (the “Attorneys’ Fees”).
8. Negotiated and Compromised Amount. The Parties acknowledge and agree that the Separation Consideration is a single, negotiated, compromised and all-inclusive amount, arrived at by reference to, and in full and final resolution of, any and all claims of any kind or nature by the Executive, including but not limited to: (i) any claim to cash severance; (ii) any claim to an annual bonus in respect of the 2026 fiscal year, whether pro-rated or otherwise; (iii) any claim to accelerated, continued or enhanced vesting, settlement or value in respect of unvested equity and incentive awards of any kind; (iv) any claim to continued health, medical, dental or vision coverage beyond that described in Section 15; (v) any claim to additional age or service credit for retirement-treatment purposes; (vi) any claim under Section 8 of the Employment Agreement, including Section 8(d) thereof; and (vii) all other disputed, contingent or asserted entitlements of any nature arising out of or relating to the Executive’s employment or its cessation, including, without limitation, any other entitlements asserted under the Employment Agreement.
Page 2
9. Timing of Payment. Subject to Section 26 of this Agreement, the Separation Consideration shall be paid in a single lump sum, by wire transfer of immediately available funds to an account designated in writing by the Executive, within forty-five (45) days following the Separation Date, provided the Release Effective Date has transpired.
10. Conditions. Except as provided in Section 14(a) regarding Accrued Compensation, and notwithstanding any other provision of this Agreement, this Agreement shall not become binding on the Company, and the Company shall have no obligation to pay the Separation Consideration or Attorneys’ Fees unless and until the Executive shall have executed and delivered to the Company the Release and the Release Effective Date has occurred.
11. Announcement. The Executive shall have the opportunity to review any press release or other announcement prepared by the Company regarding his departure prior to publication.
12. D&O Insurance. The provisions of Section 16(c) of the Employment Agreement shall survive the Executive’s termination of employment, subject to the terms of the Company’s applicable insurance policies in effect from time to time.
13. Office and Technology Access Rights; Administrative Assistant. Until the close of business on October 16, 2026, the Executive shall have access to the Company’s Miami office, solely to organize and remove his personal property and effects, and shall retain access to his Company email address, solely for transition purposes; provided that the Executive shall not hold himself out as an officer, director, employee or representative of the Company, and shall not access, receive, request, retain or otherwise use Confidential Information (as defined in the Employment Agreement) other than as expressly permitted by the Company in writing. The Executive shall be permitted, with the assistance of the Company’s IT department, to transfer his personal contacts from his Company address book to his personal account; provided that the Executive complies with his confidentiality and other obligations under the Employment Agreement, including the obligation not to retain Confidential Information (including client lists and contacts of the Company or its affiliates). Prior to October 16, 2026, the Company shall support the Executive in the removal of all Company information from the Executive’s Company-provided mobile phone, and, following such removal, the Executive shall be permitted to keep such mobile phone and its associated phone number following the Separation Date, at his sole cost and expense. In addition, until October 31, 2026, the Executive shall be permitted to continue to use his administrative assistant solely for transitional support purposes; provided that the Executive and the administrative assistant comply with the confidentiality requirements of the Employment Agreement, including Section 11 thereof. All activities contemplated by this Section 13 shall be subject to compliance with Section 11 of the Employment Agreement and any related Company policies governing confidentiality, document retention and IT systems usage. In the event that the administrative assistant’s employment with the Company ends by way of resignation without cost to the Company, the Executive is free to solicit and retain her services at his sole cost. The Executive may also solicit and retain the services of his driver at his sole cost.
14. Accrued Compensation; Exclusivity.
a. Accrued Compensation. Whether or not the Executive executes the Release, the Company shall pay or provide to the Executive the Accrued Compensation (as defined in Section 8(a) of the Employment Agreement), except as provided in Section 17 with respect to equity and incentive awards. The Executive’s earned but unpaid Base Salary through the Separation Date, and any accrued but unused vacation if payable under Company policy, shall be paid no later than the regular payday for the pay period in which the Separation Date occurs, as required by applicable law. Reimbursement for reasonable and necessary business expenses incurred
Page 3
through the Separation Date shall be paid within thirty (30) days following the Separation Date (or such earlier date as may be required by law), in accordance with the Company’s expense reimbursement policies. Any previously deferred compensation, and any amounts or benefits under any Company retirement, health or welfare benefit plan or program, shall be paid, delivered or settled in accordance with the terms of the applicable plan, program or arrangement; provided that all equity and incentive awards, including, but not limited to, any deferred or vested but unsettled awards, are governed exclusively by Section 17.
b. Exclusivity. Except for the Separation Consideration, the Attorneys’ Fees, the Accrued Compensation described in Section 14(a), the Executive shall not be entitled to, and hereby waives, any further compensation, severance, bonus, incentive, equity, perquisite, allowance, benefit or payment of any kind from the Company or any of its subsidiaries or affiliates arising out of or in connection with his employment or its cessation. For the avoidance of doubt, the Separation Consideration is in lieu of, and not in addition to, any amount that might otherwise be claimed under Section 8 of the Employment Agreement.
15. Group Health Continuation. Subject to the Executive’s timely election of continuation of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Executive shall be eligible for continued participation in the Company’s group health plans, subject to plan terms, for the two (2) years following the Separation Date in accordance with Section 8(c)(7) of the Employment Agreement.
16. Release Condition. The Company’s obligation to pay the Separation Consideration is conditioned on the Executive executing and delivering to the Company, no earlier than the Separation Date, the Release. The Executive shall have twenty-one (21) days following his receipt of the Release to consider whether he wishes to sign it. The Executive, if he chooses, may execute the Release before the end of that consideration period. If the Executive executes the Release within the 21-day period, he will then have seven (7) days in which he may revoke it.
Equity Awards; Standstill and Surrender.
17. Equity Awards; Standstill and Surrender.
| a. | Surrender and Cancellation. Effective as of the Equity Surrender Effective Time (as defined below), the Executive irrevocably surrenders, and are hereby forfeited and cancelled for no further consideration, all outstanding equity awards, including RSUs, PSUs, LPSUs, MSUs, New Hire Grants and other equity, equity-based or incentive awards granted to the Executive by the Company or any of its subsidiaries or affiliates, as well as share options, all whether vested or unvested and whether settled in shares, cash or other property, together with all dividend equivalents and related rights (collectively, the “Released Equity Awards”). For clarity, the Executive retains all common shares of the Company actually issued and delivered to (or registered in the name of or to an account for), and legally and beneficially owned by, the Executive prior to the Equity Surrender Effective Time (the “Reserved Shares”). A vested but unsettled award, dividend equivalent, cash-settled or phantom award or other right to receive shares, cash or other property, and any dividend, adjustment or substitute right associated with a Released Equity Award is a Released Equity Award. |
| b. | Standstill. From the time the Executive executes and delivers this Agreement until the earlier of (i) the Equity Surrender Effective Time and (ii) the date on which the resignations become null and void under Section 2, the Executive shall not, directly or indirectly, exercise, transfer, sell, pledge, hedge, settle, elect or request |
Page 4
settlement of, or take any action to vest, accelerate, preserve or otherwise realize value from, any award that is or would become a Released Equity Award, and shall promptly withdraw any instruction inconsistent with this Section 17(b). The Executive authorizes the Company, the Board or any committee thereof, and the applicable plan administrator to suspend processing of any such instruction during that period, and any action taken in violation of this Section 17(b) shall be null and void as between the Executive and the Company to the maximum extent permitted by the applicable plan, award agreement and law.
| c. | Equity Surrender Effective Time. The “Equity Surrender Effective Time” means the later of (i) the execution and delivery of this Agreement by both Parties and (ii) the Board Approval Date. The surrender under Section 17(a) is not deferred pending the Release Effective Date, which is a condition only to payment of the Separation Consideration and the Attorneys’ Fees. |
Continuing Obligations; Restrictive Covenants Reserved.
18. Survival and Preservation. The Executive acknowledges and agrees that his obligations to the Company implied at law, and as expressly provided in Sections 11 through 15 of the Employment Agreement, including those relating to confidential information and records, intellectual property and assignment of inventions, non-competition, non-solicitation of employees and customers, non-interference, non-disparagement, and cooperation, survive the cessation of his employment in accordance with their terms and remain in full force and effect. Nothing in this Agreement amends, shortens, narrows, waives or releases any of those obligations, and the Executive reaffirms each of them.
19. Protected Rights. Nothing herein affects the legal protections afforded to the Executive in Sections 10 and 11 of the Employment Agreement including the scope of permitted disclosures.
20. Return of Property. Except as set forth in Section 13, within seven (7) calendar days after the Separation Date, or such later date as the Company may specify in writing, the Executive shall return to the Company all property of the Company and its subsidiaries and affiliates in his possession, custody or control, including all documents, records, files, notes, memoranda, reports, board and committee materials, computers, mobile devices, storage media, credit cards, keys, access cards and other equipment, together with all copies, whether in physical or electronic form. After returning all copies to the Company, the Executive shall permanently delete all Company data from any personal device, account or cloud storage and shall, upon request, certify in writing that he has done so. The Executive shall not retain any Company property except as the Company expressly agrees in writing. Notwithstanding the foregoing, the Executive shall be permitted to retain any documents relating to his employment and compensation with the Company for tax and legal purposes, provided that any such records are not Confidential Information within the meaning of Section 11 of the Employment Agreement, and any related Company policies, governing confidentiality. The Executive shall provide the Company with a descriptive list of all such documents he proposes to copy and retain.
21. Interim Transition. During the period of ninety (90) days following the Separation Date, the Company may from time to time request that the Executive provide reasonable transition assistance to his successor and to the Board, including responding to enquiries concerning matters within his knowledge. Any such assistance shall be provided at mutually convenient times, shall not exceed a level of service that would prevent the Separation Date from constituting a “separation from service” within the meaning of Section 409A, and shall not create an employment, consulting or agency relationship. No additional compensation shall be payable in
Page 5
respect of transition assistance provided under this Section 21, the Separation Consideration being inclusive of it, save that the Company shall reimburse reasonable out-of-pocket expenses properly incurred at its request.
22. Future Cooperation. The Executive shall cooperate reasonably with the Company and its counsel in accordance with Section 14 of the Employment Agreement.
Acknowledgements and Representations of the Executive.
23. No Reliance. The Executive represents that in entering into this Agreement he has not relied on any representation, warranty, promise or inducement made by the Company or any person on its behalf other than as expressly set out in this Agreement.
24. Independent Advice. The Executive acknowledges that he has been advised to consult, and has had a full and fair opportunity to consult, with legal counsel and tax, financial and other advisers of his own choosing concerning this Agreement and the Release, that he has read and understands this Agreement, and that he is entering into it knowingly and voluntarily.
25. Recoupment. The Separation Consideration and all other compensation paid or payable to the Executive remain subject to any legally mandated clawback, recoupment, forfeiture or similar policy of the Company as in effect from time to time and to any recoupment required under applicable law or stock exchange listing standard, including Section 10D of the Securities Exchange Act of 1934 and the rules thereunder, and the Executive consents to any such recoupment.
Section 409A
26. Compliance. The Parties intend that the payments and benefits under this Agreement be exempt from, or otherwise comply with, Section 409A of the United States Internal Revenue Code of 1986, as amended, and the guidance thereunder (“Section 409A”), including as short-term deferrals, and this Agreement shall be construed and administered accordingly. Section 9 of the Employment Agreement (including its provisions on restructuring, separate payments, the six-month delay for specified employees, reimbursements and in-kind benefits, and no offset) is incorporated by reference, mutatis mutandis, with references to the Termination Date read as references to the Separation Date. Any payment of nonqualified deferred compensation payable on termination of employment shall be made only upon a “separation from service” within the meaning of Section 409A.
27. No Company Liability. In no event whatsoever shall the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A, or for any damages for failing to comply with Section 409A.
Settlement Privilege.
28. Settlement Privilege. This Agreement, together with all drafts, proposals, term sheets, estimates, valuations, correspondence and communications exchanged between the Parties or their respective counsel in connection with the Executive’s separation, is made and furnished for the purpose of compromise and settlement only. No such document or communication shall be admissible in any proceeding for any purpose other than to enforce this Agreement following satisfaction of the Conditions Precedent or to enforce or evidence the resignations under Sections 2 through 5, the standstill under Section 17(b) or the Irrevocable Separation Acknowledgement, and none shall be construed as a waiver, concession or abandonment of any right, position, claim or defence of the Company.
Page 6
29. No Admission. Nothing in this Agreement constitutes, and nothing in it shall be construed as, an admission by the Company or any of its subsidiaries or affiliates of any liability, wrongdoing, breach of contract or violation of any law, policy or duty, each of which is expressly denied. Nothing in this Agreement constitutes an admission by the Company that the Executive is or would be entitled to any payment or benefit under Section 8 of the Employment Agreement.
30. Board Approval. This Agreement is not binding on the Company or the Executive (and creates no payment or other obligation of the Company) unless and until it has been approved by resolution duly adopted by the Board. The Company shall notify the Executive in writing promptly following the Board Approval Date, or promptly following any determination of the Board not to approve this Agreement. The Board retains sole and absolute discretion as to whether to approve this Agreement, and nothing in this Agreement, and no conduct of the Company or any of its officers, employees, agents or counsel, shall be construed as fettering that discretion or as creating any expectation of approval.
Confidentiality of this Agreement and the Negotiations.
31. Confidentiality. Subject to the protected rights referred to in Section 19, the Executive shall keep the existence and terms of this Agreement, and the substance of the negotiations leading to it, strictly confidential, and shall not disclose them to any person other than his spouse, his legal counsel and his tax and financial advisers, in each case on condition that the recipient agrees to maintain that confidentiality, or as required by applicable law or legal process.
32. Company Disclosure. Nothing in this Agreement restricts the Company from making any disclosure it determines, acting reasonably, to be required or advisable under applicable securities law, stock exchange rule or accounting standard, or from disclosing this Agreement to its directors, officers, employees, auditors, insurers and advisers on a need-to-know basis.
Tax Withholding.
33. Taxes. The Company and its subsidiaries and affiliates may withhold from the Separation Consideration and from any other amount payable or benefit provided under this Agreement all federal, state, provincial, local and foreign taxes, and all other amounts, that they are required or permitted to withhold under applicable law. The Executive shall be solely responsible for all taxes imposed on him in respect of the Separation Consideration and any other payment or benefit under this Agreement. Neither the Company nor any of its subsidiaries, affiliates, directors, officers, employees or advisers has made, or is making, any representation, warranty or undertaking to the Executive regarding the tax treatment of any payment or benefit under this Agreement.
Governing Law & Dispute Resolution.
34. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New Jersey applicable to contracts executed in and to be performed entirely within that State, without giving effect to any conflict of laws principle that would result in the application of the law of any other jurisdiction. Any legally actionable dispute arising under this Agreement shall be dealt with pursuant to the Arbitration provision in Section 16(g) of the Employment Agreement, which is incorporated herein by reference.
Page 7
Miscellaneous
35. Entire Agreement. This Agreement, together with Schedules A and B, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, arrangements, term sheets, proposals, drafts and representations, whether oral or written, between the Parties with respect to that subject matter, including the draft transition and separation documents and the proposal chart exchanged between counsel.
36. Amendment and Waiver. No provision of this Agreement may be amended, modified, waived or discharged except by a written instrument signed by the Executive and by a duly authorized officer of the Company acting pursuant to authority conferred by the Board. No waiver by either Party of any breach of, or compliance with, any provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.
37. Successors and Assigns. This Agreement shall be binding upon and enure to the benefit of the Company and its successors and permitted assigns, including any successor by merger, amalgamation, arrangement, consolidation or sale of all or substantially all of its assets. The Executive may not assign this Agreement or any right or obligation under it, except that his rights to payment under this Agreement shall enure to the benefit of his estate and personal representatives on his death.
38. Third-Party Beneficiaries. The subsidiaries and affiliates of the Company, and the respective directors, officers and employees of the Company and of those subsidiaries and affiliates, are intended third-party beneficiaries of this Agreement and may enforce its terms directly.
39. Severability. The provisions of this Agreement are severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision. Any provision held to be invalid or unenforceable shall be reformed to the minimum extent necessary to render it valid and enforceable while giving effect to the intent of the Parties.
40. Notices. All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, when sent by nationally recognized overnight courier, or when sent by electronic mail with confirmation of transmission, to the Company at its registered office to the attention of the General Counsel, and to the Executive at the last address or electronic mail address shown in the Company’s records, or in each case to such other address as a Party may designate by notice.
41. Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A signature delivered by facsimile, portable document format or other electronic means, including by way of any recognized electronic signature platform, shall have the same force and effect as an originally executed signature.
[SIGNATURE PAGE FOLLOWS]
Page 8
IN WITNESS WHEREOF, the Parties have executed this Separation Agreement as of the Effective Date, subject in all respects to approval by resolution of the Board of Directors of the Company.
|
BAUSCH + LOMB CORPORATION |
EXECUTIVE | ||
| By: | /s/ Thomas J. Appio | /s/ BRENTON L. SAUNDERS | |
| Name: | Thomas J. Appio | BRENTON L. SAUNDERS | |
| Title: | Chairman | ||
| Date: October 11, 2026 | Date: October 11, 2026 | ||
Page 9
SCHEDULE A
IRREVOCABLE SEPARATION ACKNOWLEDGEMENT
To: The Board of Directors, Bausch + Lomb Corporation
From: Brenton L. Saunders
Date: October 11, 2026
I, Brenton L. Saunders, hereby acknowledge, confirm and agree as follows:
| 1. | Pursuant to our mutual agreement as memorialized in the Separation Agreement dated October 11, 2026, by and between Bausch + Lomb Corporation (the “Company”) and Brenton L. Saunders, I irrevocably resign from the offices of Chief Executive Officer of the Company and as a director from the Board of Directors of the Company (the “Board”), and from my employment with the Company, effective as of 12:01 a.m. Eastern Time on Monday, October 12, 2026 (the “Separation Date”). |
| 2. | Pursuant to our mutual agreement, I irrevocably resign, effective as of the Separation Date, from each and every other position I hold with the Company or any of its subsidiaries or affiliates, whether as a director, manager, officer, trustee, administrator, fiduciary, committee member, authorized signatory or in any similar capacity, and from any position I hold at the request or on behalf of the Company or any of its subsidiaries or affiliates with any other entity. |
| 3. | I acknowledge and agree that, except as provided in Section 2 of the Separation Agreement dated October 11, 2026 between the Company and me, no resignation set out in this Acknowledgement may be withdrawn, revoked, rescinded or conditioned by me. |
| 4. | I acknowledge and agree that this Acknowledgement constitutes my written notice of resignation for all purposes, including for the purposes of Section 7 of my Employment Agreement with the Company and that no further or other notice of termination or acceptance is required from me or from the Company. |
IN WITNESS WHEREOF, I have executed this Irrevocable Separation Acknowledgement as of the date first written above.
| /s/ BRENTON L. SAUNDERS |
| BRENTON L. SAUNDERS |
| Date: __10/11/2026___________________ |
Page 10
SCHEDULE B
GENERAL RELEASE OF CLAIMS
This General Release of Claims (this “Release”) is executed and delivered by Brenton L. Saunders (“Executive”) in favor of the Releasees (as defined below) pursuant to Section 16 of the Separation Agreement between Executive and Bausch + Lomb Corporation (the “Company”) dated October 11, 2026 (the “Separation Agreement”). Capitalized terms used but not defined in this Release have the meanings given to them in the Separation Agreement or, if not defined there, in the Employment Agreement between Executive and the Company dated February 14, 2023, as amended by Amendment No. 1 dated July 21, 2025 (as amended, the “Employment Agreement”).
Executive acknowledges that the Separation Consideration and the benefits described in Section 15 of the Separation Agreement are conditioned on his execution and non-revocation of this Release; that he would not otherwise be entitled to them; and that they constitute good and valuable consideration in addition to anything of value to which he is already entitled.
1. General Release. Executive, on behalf of himself and his spouse, heirs, executors, administrators, beneficiaries, trustees, agents, representatives, successors and assigns, and anyone claiming by, through or under any of them (collectively, the “Releasors”), knowingly, voluntarily, irrevocably and unconditionally releases, waives and forever discharges the Company, Bausch Health Companies Inc., and each of their respective past, present and future parents, subsidiaries, affiliates, divisions, predecessors, successors and assigns, and each of their respective past, present and future directors, Board and committee members, officers, employees, shareholders, members, partners, agents, attorneys, representatives, trustees, fiduciaries, insurers, reinsurers and employee benefit, compensation and equity plans (and the administrators, trustees and fiduciaries of those plans), in each case in their official and individual capacities, and the heirs, executors, administrators, successors and assigns of each of them (collectively, the “Releasees”), from any and all claims, demands, actions, causes of action, suits, charges, complaints, grievances, debts, obligations, promises, agreements, controversies, rights, damages, losses, liabilities, costs and expenses (including attorneys’ fees) of any kind or nature whatsoever, in law, equity or otherwise, whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, that any Releasor ever had, now has or may have against any Releasee, by reason of any act, omission, transaction, practice, policy, decision, event, matter, cause or thing whatsoever occurring or existing from the beginning of the world through and including the date Executive signs this Release, under any theory of recovery, and arising under any contract, agreement, plan, award, policy, document, instrument, statute, regulation, ordinance, constitution or common law of any jurisdiction (collectively, the “Released Claims”).
2. Specific Released Claims. Without limiting the generality of Section 1, the Released Claims include all claims:
| (a) | arising out of, relating to, or seeking to enforce the Employment Agreement, including, without limitation, any claim under Section 8 of the Employment Agreement (including Sections 8(b), 8(c), 8(d) and 8(e)), any claim to cash severance, an annual bonus (whether for fiscal year 2026, any prior year, pro-rated |
Page 11
or otherwise), continued health coverage, additional age or service credit, or accelerated, continued or enhanced vesting, any claim that Executive’s employment ended other than by his voluntary resignation, any claim of Good Reason, and any claim relating to a Change of Control or Change of Control Period;
| (b) | arising out of or relating to any share option, RSU, PSU, LPSU, MSU or other equity, equity-based or incentive award, any equity, incentive or bonus plan or award agreement of the Company or any of its affiliates (including the 2022 Omnibus Incentive Plan), or the Released Equity Awards, including any claim to the grant, vesting, exercise, settlement, value, retirement treatment, dividend-equivalent rights, cash settlement, share settlement, Equity Surrender Effective Time, or standstill treatment of any such award. Without limiting the foregoing, the Released Claims include any claim relating to: (i) pro-rata vesting or the one-year service condition for MSUs; (ii) retirement treatment or full vesting for Annual RSUs; (iii) full vesting, exercise-period, intrinsic-value, continued-exercisability or other treatment of New Hire or annual stock options; (iv) actual-performance, Committee-determined, target, maximum or modified treatment of the New Hire PSU; (v) pro-rata or actual-performance treatment of Revenue Growth PSUs and Adjusted EBITDA PSUs; (vi) target or 100% treatment of rTSR PSUs under any distribution-timing provision; and (vii) forfeiture, vesting or any other treatment of the OPA PSU; |
| (c) | arising out of or relating to Executive’s employment with, service to, or compensation or benefits from the Company or any of its affiliates; the terms and conditions of that employment or service; his resignation, removal or cessation of service as an employee, officer or director of the Company or any of its affiliates (including as Chief Executive Officer, as a director or as Chairman of the Board); or the negotiation of the Separation Agreement; |
| (d) | arising under any federal statute, regulation or executive order, each as amended and including its implementing regulations, including, without limitation, Title VII of the Civil Rights Act of 1964; the Civil Rights Acts of 1866, 1871 and 1991 (including 42 U.S.C. §§ 1981 through 1988); the Age Discrimination in Employment Act of 1967 (the “ADEA”); the Older Workers Benefit Protection Act of 1990 (the “OWBPA”); the Americans with Disabilities Act of 1990 and the ADA Amendments Act of 2008; the Rehabilitation Act of 1973; the Equal Pay Act of 1963; the Lilly Ledbetter Fair Pay Act of 2009; the Pregnancy Discrimination Act; the Genetic Information Nondiscrimination Act of 2008; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act of 1974; the Consolidated Omnibus Budget Reconciliation Act of 1985; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Fair Labor Standards Act (to the extent waivable); the Fair Credit Reporting Act; the Immigration Reform and Control Act of 1986; the Uniformed Services Employment and Reemployment Rights Act; the Occupational Safety and Health Act; the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and |
Page 12
Consumer Protection Act (in each case to the extent waivable); and Executive Order 11246;
| (e) | arising under the laws of the State of New Jersey, each as amended and including its implementing regulations, including, without limitation, the New Jersey Law Against Discrimination, N.J.S.A. 10:5-1 et seq. (including the Diane B. Allen Equal Pay Act); the New Jersey Conscientious Employee Protection Act, N.J.S.A. 34:19-1 et seq.; the New Jersey Civil Rights Act, N.J.S.A. 10:6-1 et seq.; the New Jersey Family Leave Act, N.J.S.A. 34:11B-1 et seq.; the New Jersey Security and Financial Empowerment Act, N.J.S.A. 34:11C-1 et seq.; the New Jersey Earned Sick Leave Law, N.J.S.A. 34:11D-1 et seq.; the New Jersey Wage Payment Law, N.J.S.A. 34:11-4.1 et seq.; the New Jersey Wage and Hour Law, N.J.S.A. 34:11-56a et seq.; the New Jersey Temporary Disability Benefits Law, including its family leave insurance provisions, N.J.S.A. 43:21-25 et seq.; the retaliation provisions of the New Jersey Workers’ Compensation Law, N.J.S.A. 34:15-39.1; the New Jersey Smokers’ Rights Law, N.J.S.A. 34:6B-1 et seq.; the New Jersey Opportunity to Compete Act, N.J.S.A. 34:6B-11 et seq.; and the public policy of the State of New Jersey; |
| (f) | arising under the laws of the State of Florida or any county or municipality thereof, each as amended and including its implementing regulations, including, without limitation, the Florida Civil Rights Act of 1992, Fla. Stat. § 760.01 et seq.; the Florida Private Sector Whistleblower’s Act, Fla. Stat. §§ 448.101 through 448.105; the Florida Minimum Wage Act, Fla. Stat. § 448.110, and Article X, Section 24 of the Florida Constitution; the Florida wage rate discrimination statute, Fla. Stat. § 448.07; Fla. Stat. § 448.08; the retaliation provisions of the Florida Workers’ Compensation Law, Fla. Stat. § 440.205; the Miami-Dade County Human Rights Ordinance, Chapter 11A of the Code of Miami-Dade County; and the Miami-Dade County wage theft ordinance, Chapter 22 of the Code of Miami-Dade County; |
| (g) | arising under the laws of the State of New York, Canada or any province of Canada (including the Province of Ontario), or any other federal, state, provincial or local constitution, statute, regulation, ordinance or executive order of any jurisdiction; |
| (h) | arising under the common law or in equity, including, without limitation, claims for breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, promissory or equitable estoppel, detrimental reliance, unjust enrichment, quantum meruit, wrongful or constructive discharge, retaliation, violation of public policy, fraud, misrepresentation, negligent misrepresentation, defamation, invasion of privacy, tortious interference with contract or prospective economic advantage, conspiracy, negligence, and intentional or negligent infliction of emotional distress; |
| (i) | for any compensation or benefit of any kind, including salary, wages, bonuses, incentive compensation, commissions, equity or equity-based compensation, severance pay, notice pay, pay in lieu of notice, termination pay, vacation pay, fringe benefits, perquisites, expense reimbursement, pension or retirement benefits, or contributions to any plan; and |
Page 13
| (j) | for any form of relief, including back pay, front pay, reinstatement, compensatory, liquidated, punitive or exemplary damages, damages for emotional distress or injury to reputation, interest, costs, and attorneys’ fees. |
3. Claims Not Released. This Release does not waive or release: (a) any claim to enforce the Separation Agreement; (b) Executive’s right to the Accrued Compensation described in Section 14(a) of the Separation Agreement, to which he is entitled whether or not he signs this Release; (c) the protected rights described in Section 4; (d) any claim that cannot be waived or released as a matter of law; (e) Executive’s rights related to the Reserved Shares; or (f) any right to indemnification, advancement of expenses, exculpation or directors’ and officers’ liability insurance coverage under the Employment Agreement, the Company’s constating documents, any separate indemnification agreement or applicable law (collectively, the “Excluded Claims”). For the avoidance of doubt, the carve-out in clause (d) does not preserve any Released Equity Award or any claim relating to a Released Equity Award, except solely to the extent applicable law makes a specific equity-related claim non-waivable.
4. Protected Rights. Nothing in this Release, the Separation Agreement, the Employment Agreement or any other agreement between Executive and any Releasee limits or interferes with Executive’s right, without notice to or approval by the Company, to (a) file a charge or complaint with, report possible violations of law to, communicate with, provide documents or other information to, or participate in any investigation or proceeding conducted by, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the New Jersey Division on Civil Rights, the Florida Commission on Human Relations, or any other federal, state or local governmental agency or self-regulatory organization; or (b) disclose details relating to a claim of discrimination, retaliation or harassment to the extent protected by N.J.S.A. 10:5-12.8. Executive waives, to the fullest extent permitted by law, any right to recover individual monetary relief from any Releasee in connection with any charge, complaint or proceeding brought by him or on his behalf; provided, however, that nothing in this Release limits Executive’s right to receive an award from any governmental agency for information provided to it, including under Section 21F of the Securities Exchange Act of 1934. Pursuant to 18 U.S.C. § 1833(b), Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Nothing in this Section 4 narrows the confidentiality, continuing-obligation, return-of-property, cooperation, standstill or equity-surrender provisions of the Separation Agreement, except to the extent required by applicable protected-rights law.
5. Unknown Claims. Executive understands that he may later discover facts different from, or in addition to, those he now knows or believes to be true. Executive nevertheless intends this Release to be, and agrees that it is, a full and final release of all Released Claims,
Page 14
known or unknown, and that this Release will remain effective in all respects notwithstanding the discovery of any such different or additional facts.
6. No Pending Claims; No Assignment; Covenant Not to Sue. Executive represents that he has not filed, and is not a party to, any lawsuit or arbitration against any Releasee that is pending as of the date he signs this Release, and that he has not assigned or transferred, or purported to assign or transfer, any Released Claim to any person or entity. Except with respect to Excluded Claims and the protected rights described in Section 4, Executive agrees not to commence or pursue any lawsuit, arbitration or other civil action against any Releasee based on any Released Claim. This Section 6 does not limit Executive’s right to challenge the validity of his waiver of claims under the ADEA.
7. Representations. Executive represents that, other than the Accrued Compensation to be paid under Section 14(a) of the Separation Agreement and the payments and benefits provided under the Separation Agreement, he has been paid all salary, wages, bonuses and other compensation due to him, and has received all leave to which he was entitled under any applicable law or Company policy. Executive further represents that he has not made any claim or allegation against any Releasee relating to sexual harassment or sexual abuse, and that no portion of the Separation Consideration is attributable to any such claim or allegation.
8. ADEA and OWBPA Acknowledgments; Consideration and Revocation. Executive acknowledges and agrees that:
| (a) | this Release is written in a manner he understands, and he has carefully read and understands all of its terms; |
| (b) | this Release specifically refers to and waives rights and claims arising under the ADEA, as amended by the OWBPA; |
| (c) | he does not waive any rights or claims that may arise after the date he signs this Release; |
| (d) | he waives rights and claims only in exchange for consideration in addition to anything of value to which he is already entitled; |
| (e) | he has been advised in writing, including by the notice at the end of this Release, to consult with an attorney before signing this Release; |
| (f) | he has been given at least twenty-one (21) days following his receipt of this Release to consider it; he may sign it before the end of that period, but not before the Separation Date; if he signs it before the end of that period, he does so knowingly and voluntarily and waives the remainder of the period; and changes to this Release or the Separation Agreement, whether material or immaterial, do not restart that period; |
| (g) | for seven (7) days after he signs this Release, he may revoke it by delivering written notice of revocation to the General Counsel of the Company at the notice address specified in the Separation Agreement, so that it is received no later than 11:59 p.m. Eastern Time on the seventh (7th) day after he signs; and |
Page 15
| (h) | this Release will not become effective or enforceable until the seven (7)-day revocation period has expired without revocation, the seven (7)-day revocation period cannot be waived or shortened, and the first day after the expiration of the revocation period is the Release Effective Date. |
Executive understands that this Release applies to his claims under the ADEA, and that he would not be entitled to any damages or other relief in any challenge to the validity of that waiver unless the waiver were held invalid.
9. Incorporated Provisions. Except to the extent inconsistent with this Release, the provisions of the Separation Agreement, including Sections 26 through 41, apply to this Release, and references in those provisions to “this Agreement” include this Release.
EXECUTIVE IS HEREBY ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY OF HIS CHOOSING, AND TO HAVE THAT ATTORNEY REVIEW THIS RELEASE ON HIS BEHALF, BEFORE SIGNING IT. BY SIGNING BELOW, EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS RELEASE IN ITS ENTIRETY, UNDERSTANDS IT, HAS HAD A FULL OPPORTUNITY TO CONSULT WITH AN ATTORNEY, AND IS SIGNING IT KNOWINGLY AND VOLUNTARILY.
| EXECUTIVE | |
| Brenton L. Saunders | |
| Date signed (no earlier than the Separation Date): __________________________ | |
| Date this Release was delivered to Executive (to be completed when provided): __________________________ | |
Page 16
Exhibit 99.1
 |
 |
Bausch + Lomb and Bausch Health Announce Appointment
of Thomas J. Appio as Interim
Bausch + Lomb CEO, Expect to Raise Full-Year 2026 Guidance
VAUGHAN, Ontario, Oct. 12, 2026 – Bausch + Lomb Corporation (NYSE/TSX: BLCO), a leading global eye health company, and its parent company, Bausch Health Companies Inc. (NYSE/TSX: BHC), today announced that Bausch + Lomb Board of Directors Chairman Thomas J. Appio has been appointed interim chief executive officer, effective immediately. Appio will continue to serve as CEO of Bausch Health while assuming leadership of Bausch + Lomb.
Appio was appointed chairman of the Bausch + Lomb Board of Directors in August 2026. The Board believes Appio’s deep knowledge of the business, global leadership experience and longstanding connection to Bausch + Lomb position him well to build on the company’s momentum and lead its next phase of growth.
“The opportunity to lead Bausch + Lomb is both a privilege and a responsibility that I embrace with great enthusiasm,” said Appio. “Our company is built on the strength of our people, the quality of our portfolio and a relentless commitment to serving customers and patients around the world. With a strong foundation, we are well positioned to build on our momentum and deliver sustainable growth.”
Appio has served as CEO of Bausch Health since 2022. Under his leadership, Bausch Health (excluding Bausch + Lomb) has delivered 13 consecutive quarters of year-over-year growth in revenue and adjusted EBITDA (non-GAAP)1. He held several leadership roles within Bausch + Lomb prior to the company’s initial public offering in 2022. Appio joined Bausch + Lomb in 2010 as managing director, China, and in 2016 assumed the role of president, Bausch + Lomb International.
Brent Saunders, who has served as Bausch + Lomb CEO since 2023, and the Board of Directors mutually agreed that Saunders will depart the company.
“When I returned to Bausch + Lomb, I believed this company had tremendous potential,” said Saunders. “Today, it is stronger, more focused and better positioned for the future, with a clearer strategy, a more robust pipeline and significant opportunities ahead. The progress we've made reflects the talent, passion and commitment of colleagues across the organization, and I'm proud of everything we've accomplished together.”
1 This is a non-GAAP measure or a non-GAAP ratio. For further information on non-GAAP measures and non-GAAP ratios, please refer to the “Non-GAAP Information” section of this news release.
Preliminary Update on 2026 Guidance2
Based on preliminary third-quarter results, Bausch + Lomb and Bausch Health currently expect to raise full-year 2026 adjusted EBITDA excluding Acquired IPR&D1 guidance.3 The companies are currently in a blackout period and will provide additional details when they report third-quarter results on Oct. 28.
###
About Bausch + Lomb
Our mission is simple – we help people see better to live better, all over the world. For nearly two centuries we’ve evolved with the changing needs of patients and customers, and our commitment to innovation and improving the standard of care in eye health has never been stronger. From contact lenses to prescription products, over-the-counter options, surgical devices and more, we’re turning bold ideas into better outcomes through passion, perseverance and purpose. Learn more at www.bausch.com and connect with us on Facebook, Instagram, LinkedIn, X and YouTube.
About Bausch Health
Bausch Health Companies Inc. (NYSE:BHC)(TSX:BHC) is a global, diversified pharmaceutical company enriching lives through our relentless drive to deliver better health care outcomes. We develop, manufacture and market a range of products primarily in gastroenterology, hepatology, neuroscience, dermatology, dentistry, aesthetics, international pharmaceuticals and eye health, through our controlling interest in Bausch + Lomb Corporation. Our ambition is to be a globally integrated healthcare company, trusted and valued by patients, HCPs, employees and investors. For more information about Bausch Health, visit www.bauschhealth.com and connect with us on LinkedIn.
Forward-looking Statements
This news release may contain forward-looking information and statements within the meaning of applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements may generally be identified by the use of the words “anticipates,” “hopes,” “seeks,” “intends,” “expects,” “believes,” “plans,” “projects,” “predicts,” “forecasts,” “should,” “could,” “would,” “may,” “might,” “will,” “strive,” “estimates,” “potential,” “target,” “guidance,” “outlook,” “continue,” “pending” or “proposed” and positive and negative variations or similar expressions and phrases and statements that certain actions, events or results may, could,
2 The preliminary update on guidance in this news release speaks only as of the date given, October 12, 2026, and will not be further updated or affirmed unless and until each company publicly announces updated or affirmed guidance. Distribution or reference of this news release following October 12, 2026, does not constitute the company reaffirming guidance. There is no assurance that Bausch + Lomb or Bausch Health will achieve its forecasted results within the relevant period or otherwise. Actual results may differ materially from these estimates as a result of actual quarter-end results, the completion of normal quarter-end accounting procedures and adjustments, including the execution of our internal control over financial reporting, the completion of the preparation and management’s review of our financial statements for the relevant period and the subsequent occurrence or identification of events prior to the release of our financial results for the relevant period. See the “Forward-looking Statements” section for further information.
3 The increase in anticipated full-year adjusted EBITDA (excluding Acquired IPR&D) is a result of continued strong business performance in the third quarter of 2026 and anticipated stronger business performance for the remainder of 2026.
should or will be achieved, received or taken, or will occur or result. Forward-looking statements include statements regarding the companies’ full-year 2026 guidance (including expected increases to such guidance) and Bausch + Lomb’s ability to deliver sustainable growth and create lasting value for shareholders. These statements are based upon the current expectations and beliefs of management and are provided for the purpose of providing additional information about such expectations and beliefs, and readers are cautioned that these statements may not be appropriate for other purposes. The expected increase to full-year 2026 guidance is based on certain material factors and assumptions, including preliminary, unaudited third-quarter 2026 results that remain subject to completion of quarter-end closing and review procedures, stronger business performance for the remainder of 2026, prevailing foreign exchange rates and other assumptions. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in Bausch + Lomb’s and Bausch Health’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the “CSA”), which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Neither Bausch + Lomb nor Bausch Health undertake any obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.
Non-GAAP Information
To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), Bausch + Lomb and
Bausch Health use certain non-GAAP financial measures and ratios. Management of each company use these non-GAAP measures and ratios as
key metrics in the evaluation of each company’s performance and the consolidated financial results and, in part, in the determination
of cash bonuses for its executive officers. Bausch + Lomb and Bausch Health believe these non-GAAP measures and ratios are useful to investors
in their assessment of each company’s operating performance and the valuation of each company. In addition, these non-GAAP measures
and ratios address questions the companies routinely receives from analysts and investors, and in order to assure that all investors have
access to similar data, the companies have determined that it is appropriate to make this data available to all investors. These measures
and ratios do not have any standardized meaning under GAAP and other companies may use similarly titled non-GAAP financial measures and
ratios that are calculated differently from the way we calculate such measures and ratios. Accordingly, our non-GAAP financial measures
and ratios may not be comparable to similar non-GAAP measures and ratios of other companies. We caution investors not to place undue reliance
on such non-GAAP measures and ratios, but instead to consider them with the most directly comparable GAAP measures and ratios. Non-GAAP
financial measures and ratios have limitations as analytical tools and should not be considered in isolation. They should be considered
as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.
Bausch + Lomb does not provide a reconciliation of forward-looking Adjusted EBITDA excluding Acquired IPR&D (non-GAAP)2 to GAAP net income (loss) attributable to Bausch + Lomb Corporation, and Bausch Health does not provide a reconciliation of forward-looking Adjusted EBITDA (non-GAAP)2 to GAAP net income (loss), in each case due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. These amounts may be material and, therefore, could result in the projected GAAP measure or ratio being materially different or less than the projected non-GAAP measure or ratio.
Specific Non-GAAP Measures
Adjusted EBITDA excluding Acquired IPR&D
EBITDA (non-GAAP) is Net income (loss) attributable to Bausch + Lomb Corporation (its most directly comparable U.S. GAAP financial measure)
adjusted for interest, income taxes, depreciation and amortization. Adjusted EBITDA (non-GAAP) is EBITDA (non-GAAP) further adjusted for
the items described below. Management believes that Adjusted EBITDA (non-GAAP), along with the GAAP measures used by management, most
appropriately reflect how the company measures the business internally and sets operational goals and incentives. In particular, the company
believes that Adjusted EBITDA (non-GAAP) focuses management on the company’s underlying operational results and business performance.
As a result, the company uses Adjusted EBITDA (non-GAAP) both to assess the actual financial performance of the company and to forecast
future results as part of its guidance. Management believes Adjusted EBITDA (non-GAAP) is a useful measure to evaluate current performance.
Adjusted EBITDA (non-GAAP) is intended to show our unleveraged, pre-tax operating results and therefore reflects our financial performance
based on operational factors. In addition, cash bonuses for the company’s executive officers and other key employees are based,
in part, on the achievement of certain Adjusted EBITDA (non-GAAP) targets.
Adjusted EBITDA (non-GAAP) is Net income (loss) attributable to Bausch + Lomb Corporation (its most directly comparable U.S. GAAP financial measure) adjusted for interest expense, net, (benefit from) provision for income taxes, depreciation and amortization and further adjusted for the following items:
| · | Asset impairments: The company has excluded the impact of impairments of finite-lived and indefinite-lived intangible assets as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions and divestitures. The company believes that the adjustments of these items correlate with the sustainability of the company’s operating performance. Although the company excludes impairments of intangible assets from measuring the performance of the company and its business, the company believes that it is important for investors to understand that intangible assets contribute to revenue generation. |
| · | Restructuring, integration and transformation costs: The company has incurred restructuring costs as it implemented certain strategies, which involved, among other things, improvements to its infrastructure and operations, internal reorganizations and impacts from the divestiture of assets and businesses. With regard to infrastructure and operational improvements which the company has taken to improve efficiencies in the |
businesses and facilities, these tend to be costs intended to right size the business or organization that fluctuate significantly between periods in amount, size and timing, depending on the improvement project, reorganization or transaction. Additionally, with the completion of the Bausch + Lomb IPO, as the company prepares for post-separation operations, the company is launching certain transformation initiatives that will result in certain changes to and investment in its organizational structure and operations. These transformation initiatives arise outside of the ordinary course of continuing operations and, as is the case with the company’s restructuring efforts, costs associated with these transformation initiatives are expected to fluctuate between periods in amount, size and timing. These out-of-the-ordinary-course charges include third-party advisory costs, as well as certain compensation-related costs. Investors should understand that the outcome of these transformation initiatives may result in future restructuring actions and certain of these charges could recur. The company believes that the adjustments of these items provide supplemental information with regard to the sustainability of the company’s operating performance, allow for a comparison of the financial results to historical operations and forward-looking guidance and, as a result, provide useful supplemental information to investors.
| · | Acquisition-related costs and adjustments excluding amortization of intangible assets: The company has excluded the impact of acquisition-related costs and fair value inventory step-up resulting from acquisitions as the amounts and frequency of such costs and adjustments are not consistent and are significantly impacted by the timing and size of its acquisitions. In addition, the company excludes the impact of acquisition-related contingent consideration non-cash adjustments due to the inherent uncertainty and volatility associated with such amounts based on changes in assumptions with respect to fair value estimates, and the amount and frequency of such adjustments are not consistent and are significantly impacted by the timing and size of the company’s acquisitions, as well as the nature of the agreed-upon consideration. |
| · | Share-based compensation: The company excludes costs relating to share-based compensation. The company believes that the exclusion of share-based compensation expense assists investors in the comparisons of operating results to peer companies. Share-based compensation expense can vary significantly based on the timing, size and nature of awards granted. |
| · | Separation costs and separation-related costs: The company has excluded certain costs incurred in connection with activities taken to: (i) separate the Bausch + Lomb business from the remainder of BHC and (ii) register the Bausch + Lomb business as an independent publicly traded entity. Separation costs are incremental costs directly related to effectuating the separation of the Bausch + Lomb business from the remainder of BHC and include, but are not limited to, legal, audit and advisory fees, talent acquisition costs and costs associated with establishing a new Board of Directors and Audit Committee. Separation-related costs are incremental costs indirectly related to the separation of the Bausch + Lomb business from the remainder of BHC and include, but are not limited to, IT infrastructure and software licensing costs, rebranding costs and costs associated with facility relocation and/or modification. As these costs |
arise from events outside of the ordinary course of continuing operations, the company believes that the adjustments of these items provide supplemental information with regard to the sustainability of the company’s operating performance, allow for a comparison of the financial results to historical operations and forward-looking guidance and, as a result, provide useful supplemental information to investors.
| · | Loss on extinguishment of debt: The company has excluded loss on extinguishment of debt as this represents a loss from refinancing our existing debt and is not a reflection of our operations for the period. Further, the amount and frequency of such amounts are not consistent and are significantly impacted by the timing and size of debt financing transactions and other factors in the debt market that are not within management’s control. |
| · | Other Non-GAAP adjustments: The company also excludes certain other amounts, including IT infrastructure investment, litigation and other matters, gain/(loss) on sales of assets and certain other amounts that are the result of other, non-comparable events to measure operating performance if and when present in the periods presented. These events arise outside of the ordinary course of continuing operations. Given the unique nature of the matters relating to these costs, the company believes these items are not routine operating expenses. For example, legal settlements and judgments vary significantly, in their nature, size and frequency, and, due to this volatility, the company believes the costs associated with legal settlements and judgments are not routine operating expenses. The company excluded these costs as this event is outside of the ordinary course of continuing operations and is infrequent in nature. The company believes that the exclusion of such out-of-the-ordinary-course amounts provides supplemental information to assist in the comparison of the financial results of the company from period to period and, therefore, provides useful supplemental information to investors. However, investors should understand that many of these costs could recur and that companies in our industry often face litigation. |
Adjusted EBITDA excluding Acquired In-Process Research and Development (IPR&D) (non-GAAP) is Adjusted EBITDA (non-GAAP) further adjusted to exclude Acquired IPR&D. The IPR&D expenditures represent costs directly resulting from business development transactions and not through the normal course of business. The company believes that the exclusion of such out-of-the-ordinary-course amounts provides supplemental information to assist in the comparison of the financial results of the company from period to period and, therefore, provides useful supplemental information to investors in assessing our performance. However, investors should understand that the company may enter into additional business development transactions in the future and, as a result, such Acquired IPR&D may recur in the future.
Adjusted EBITDA Margin (non-GAAP) and Adjusted EBITDA Margin excluding Bausch + Lomb (non-GAAP)
Adjusted EBITDA Margin (non-GAAP) is defined as Adjusted EBITDA (non-GAAP) (as previously defined) divided by Revenue. The most directly comparable U.S. GAAP financial measure is Net income (loss) divided by Revenue. Adjusted EBITDA Margin excluding Bausch + Lomb (non-
GAAP) is defined as Adjusted EBITDA excluding Bausch + Lomb (non-GAAP) divided by Revenue excluding revenue attributable to Bausch + Lomb. Adjusted EBITDA excluding Bausch + Lomb (non-GAAP) is Adjusted EBITDA (non-GAAP) adjusted to remove Adjusted EBITDA attributable to Bausch + Lomb (non-GAAP). Adjusted EBITDA Margin excluding Bausch + Lomb (non-GAAP) is not intended to represent continuing or discontinued operations under GAAP and is provided as a supplemental management metric. This measure may not be indicative of the results of operations that would have been reported had Bausch + Lomb been accounted for as a discontinued operation. Management believes Adjusted EBITDA Margin (non-GAAP) and Adjusted EBITDA Margin excluding Bausch + Lomb (non-GAAP) provide investors with useful supplemental information regarding the Company's operating profitability and operational efficiency.
| Bausch + Lomb Media Contact: | Bausch Health Media Contact: |
| T.J. Crawford | Katie Savastano |
| tj.crawford@bausch.com | corporate.communications@bauschhealth.com |
| (908) 705-2851 | (908) 569-3692 |
| Bausch + Lomb Investor Contact: | Bausch Health Investor Contact: |
| George Gadkowski | Garen Sarafian |
| george.gadkowski@bausch.com | ir@bauschhealth.com |
| (877) 354-3705 (toll free) | (877) 281-6642 (toll free) |
| (908) 927-0735 |
©2026 Bausch + Lomb.