10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 27, 2025

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-11634

STAAR Surgical Company

(Exact Name of Registrant as Specified in its Charter)

Delaware	95-3797439
(State or Other Jurisdiction of<br><br>Incorporation or Organization)	(I.R.S. Employer<br><br>Identification No.)
25510 Commercentre Drive<br>Lake Forest, California	92630
(Address of Principal Executive Offices)	(Zip Code)

(626) 303-7902

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	STAA	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The registrant has 49,553,035 shares of common stock, par value $0.01 per share, issued and outstanding as of July 30, 2025.

STAAR SURGICAL COMPANY

INDEX

		PAGE<br><br>NUMBER
PART I – FINANCIAL INFORMATION		1
ITEM 1	FINANCIAL STATEMENTS	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	28
ITEM 4.	CONTROLS AND PROCEDURES	28
PART II – OTHER INFORMATION		29
ITEM 1.	LEGAL PROCEEDINGS	29
ITEM 1A.	RISK FACTORS	29
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
ITEM 4.	MINE SAFETY DISCLOSURES	31
ITEM 5.	OTHER INFORMATION	31
ITEM 6.	EXHIBITS	32

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
Net sales	$	44,320		$	99,005		$	86,909		$	176,361
Cost of sales		11,521			20,593			26,105			36,914
Gross profit		32,799			78,412			60,804			139,447
Selling, general and administrative expenses:
General and administrative		20,969			23,641			45,427			46,869
Selling and marketing		26,283			31,005			53,228			59,663
Research and development		10,263			11,868			21,602			23,298
Restructuring, impairment and related charges		5,248			—			27,912			—
Total selling, general and administrative expenses		62,763			66,514			148,169			129,830
Operating income (loss)		(29,964	)		11,898			(87,365	)		9,617
Other income (expense), net:
Interest income, net		1,366			1,422			2,732			2,951
Gain (loss) on foreign currency transactions		2,563			(3,049	)		3,981			(5,346	)
Royalty income		—			—			—			508
Other income, net		120			63			251			393
Total other income (expense), net		4,049			(1,564	)		6,964			(1,494	)
Income (loss) before income taxes		(25,915	)		10,334			(80,401	)		8,123
Provision (benefit) for income taxes		(9,103	)		2,955			(9,378	)		4,083
Net income (loss)	$	(16,812	)	$	7,379		$	(71,023	)	$	4,040
Net income(loss) per share:
Basic	$	(0.34	)	$	0.15		$	(1.44	)	$	0.08
Diluted	$	(0.34	)	$	0.15		$	(1.44	)	$	0.08
Weighted average shares outstanding:
Basic		49,520			49,127			49,432			49,018
Diluted		49,520			49,811			49,432			49,529

See accompanying notes to the condensed consolidated financial statements.

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
Net income (loss)	$	(16,812	)	$	7,379		$	(71,023	)	$	4,040
Other comprehensive income (loss):
Defined benefit plans:
Net change in plan assets		(620	)		(97	)		330			135
Reclassification into other income (expense), net		16			(17	)		32			(34	)
Investments available for sale:
Change in unrealized gain (loss)		9			3			8			(33	)
Reclassification into other income (expense), net		1			(1	)		1			2
Foreign currency translation gain (loss)		704			(938	)		1,505			(2,038	)
Tax effect		(151	)		299			(490	)		618
Other comprehensive income (loss), net of tax		(41	)		(751	)		1,386			(1,350	)
Comprehensive income (loss)	$	(16,853	)	$	6,628		$	(69,637	)	$	2,690

See accompanying notes to the condensed consolidated financial statements.

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

	Three Months Ended
	Common<br>Stock Shares			Common<br>Stock Par<br>Value			Additional<br>Paid-In<br>Capital			Treasury Stock Shares			Treasury Stock			Accumulated<br>Other<br>Compre-<br>hensive<br>Income<br>(Loss)			Accumulated<br>Deficit			Total
Balance, at March 28, 2025		49,523		$	495		$	476,868			—		$	—		$	(5,604	)	$	(121,787	)	$	349,972
Net loss		—			—			—			—			—			—			(16,812	)		(16,812	)
Other comprehensive loss		—			—			—			—			—			(41	)		—			(41	)
Common stock issued upon exercise of options		1			—			11			—			—			—			—			11
Stock-based compensation		—			—			7,994			—			—			—			—			7,994
Repurchase of common stock		—			—						(261	)		(4,479	)		—			—			(4,479	)
Repurchase of employee common stock for taxes withheld		(3	)		(1	)		(72	)		—			—			—			—			(73	)
Vested restricted and performance stock units		25			1			—			—			—			—			—			1
Balance, at June 27, 2025		49,546		$	495		$	484,801			(261	)	$	(4,479	)	$	(5,645	)	$	(138,599	)	$	336,573
Balance at March 29, 2024		49,120		$	491		$	447,716			—		$	—		$	(4,712	)	$	(50,707	)	$	392,788
Net income		—			—			—			—			—			—			7,379			7,379
Other comprehensive loss		—			—			—			—			—			(751	)		—			(751	)
Common stock issued upon exercise of options		18			—			371			—			—			—			—			371
Stock-based compensation		—			—			9,482			—			—			—			—			9,482
Repurchase of employee common stock for taxes withheld		(4	)		—			(167	)		—			—			—			—			(167	)
Unvested restricted stock		16			—			—			—			—			—			—			—
Forfeited restricted stock		(1	)		—			—			—			—			—			—			—
Vested restricted and performance stock units		12			1			—			—			—			—			—			1
Balance at June 28, 2024		49,161		$	492		$	457,402			—		$	—		$	(5,463	)	$	(43,328	)	$	409,103

See accompanying notes to the condensed consolidated financial statements.

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

	Six Months Ended
	Common<br>Stock Shares			Common<br>Stock Par<br>Value			Additional<br>Paid-In<br>Capital			Treasury Stock Shares			Treasury Stock			Accumulated<br>Other<br>Compre-<br>hensive<br>Income<br>(Loss)			Accumulated<br>Deficit			Total
Balance, at December 27, 2024		49,294		$	493		$	471,449			—		$	—		$	(7,031	)	$	(67,576	)	$	397,335
Net loss		—			—			—			—			—			—			(71,023	)		(71,023	)
Other comprehensive income		—			—			—			—			—			1,386			—			1,386
Common stock issued upon exercise of options		53			1			386			—			—			—			—			387
Stock-based compensation		—			—			14,321			—			—			—			—			14,321
Repurchase of common stock		—			—			—			(261	)		(4,479	)		—			—			(4,479	)
Repurchase of employee common stock for taxes withheld		(69	)		(1	)		(1,355	)		—			—			—			—			(1,356	)
Vested restricted and performance stock units		268			2			—			—			—			—			—			2
Balance, at June 27, 2025		49,546		$	495		$	484,801			(261	)	$	(4,479	)	$	(5,645	)	$	(138,599	)	$	336,573
Balance at December 29, 2023		48,839		$	488		$	436,947			—		$	—		$	(4,113	)	$	(47,368	)	$	385,954
Net income		—			—			—			—			—			—			4,040			4,040
Other comprehensive loss		—			—			—			—			—			(1,350	)		—			(1,350	)
Common stock issued upon exercise of options		205			2			5,693			—			—			—			—			5,695
Stock-based compensation		—			—			16,158			—			—			—			—			16,158
Repurchase of employee common stock for taxes withheld		(40	)		—			(1,396	)		—			—			—			—			(1,396	)
Unvested restricted stock		16			—			—			—			—			—			—			—
Forfeited restricted stock		(5	)		—			—			—			—			—			—			—
Vested restricted and performance stock units		146			2			—			—			—			—			—			2
Balance at June 28, 2024		49,161		$	492		$	457,402			—		$	—		$	(5,463	)	$	(43,328	)	$	409,103

See accompanying notes to the condensed consolidated financial statements.

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended
	June 27, 2025			June 28, 2024
Cash flows from operating activities:
Net income (loss)	$	(71,023	)	$	4,040
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation of property, plant, and equipment		4,312			2,759
Non-cash operating lease expense		1,866			1,599
Impairment of fixed assets and operating lease right-of-use assets		14,593			—
Accretion/Amortization of investments available for sale		(139	)		(286	)
Deferred income taxes		(10,624	)		60
Change in net pension liability		(2	)		(146	)
Loss on disposal of property and equipment		—			26
Stock-based compensation expense		13,817			15,381
Change in asset retirement obligation		—			20
Provision for sales returns and credit losses		(1,818	)		1,079
Inventory provision		2,499			1,024
Changes in working capital:
Accounts receivable		43,859			436
Inventories		(11,205	)		(4,871	)
Prepayments, deposits, and other assets		(6,264	)		(7,085	)
Accounts payable		(5,424	)		3,618
Other current and non-current liabilities		(7,430	)		(6,387	)
Net cash provided by (used in) operating activities		(32,983	)		11,267
Cash flows from investing activities:
Acquisition of property and equipment		(3,260	)		(11,438	)
Purchase of investments available for sale		(14,691	)		(20,249	)
Proceeds from maturity of investments available for sale		77,560			26,356
Proceeds from sale of investments available for sale		862			850
Net cash provided by (used in) investing activities		60,471			(4,481	)
Cash flows from financing activities:
Repayment of finance lease obligations		(42	)		(82	)
Repurchase of common stock		(4,479	)		—
Repurchase of employee common stock for taxes withheld		(1,356	)		(1,396	)
Proceeds from the exercise of stock options		387			5,695
Proceeds from vested restricted and performance stock units		2			2
Net cash provided by (used in) financing activities		(5,488	)		4,219
Effect of exchange rate changes on cash and cash equivalents		972			(1,267	)
Increase in cash and cash equivalents		22,972			9,738
Cash and cash equivalents, at beginning of the year		144,159			183,038
Cash and cash equivalents, at end of the period	$	167,131		$	192,776

See accompanying notes to the condensed consolidated financial statements.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 1 — Basis of Presentation and Significant Accounting Policies

STAAR Surgical Company, a Delaware corporation, was first incorporated in 1982, and together with its subsidiaries designs, develops, manufactures, and sells implantable lenses for the eye and accessory delivery systems used to deliver the lenses into the eye. The accompanying Condensed Consolidated Financial Statements present the financial position, results of operations, and cash flows of STAAR Surgical Company and its wholly owned subsidiaries (the “Company”). All significant intercompany accounts and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Commission. In accordance with those rules and regulations certain information and footnote disclosures normally included in the Comprehensive Financial Statements have been condensed or omitted pursuant to such rules and regulations. The Consolidated Balance Sheet as of December 27, 2024 was derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 27, 2024.

The Condensed Consolidated Financial Statements for the three and six months ended June 27, 2025 and June 28, 2024, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition and results of operations. The results of operations for the three and six months ended June 27, 2025 and June 28, 2024, are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

Each of the Company’s fiscal reporting periods ends on the Friday nearest to the quarter ending date and generally consists of 13 weeks. Unless the context indicates otherwise “we,” “us,” the “Company,” and “STAAR” refer to STAAR Surgical Company and its consolidated subsidiaries.

Reclassifications

The Company reclassified certain personnel costs including salary-related and payroll tax expenses, bonus and stock-based compensation related expenses and travel related expenses previously included in research and development to sales and marketing. These costs support internal and external training and education of the Company’s existing products, and as such, the Company determined that classification of these costs in sales and marketing better reflects the nature of the costs and financial performance of the Company as it operates. The Company has made certain reclassification adjustments to conform prior period amounts to current presentation, which include reclassification adjustments between Research and development expenses and Sales and marketing expenses on its Condensed Consolidated Statements of Operations as follows (in thousands):

	Three Months Ended June 28, 2024							Six Months Ended June 28, 2024
	Prior Presentation		Reclassification			New Presentation		Prior Presentation		Reclassification			New Presentation
Sales and marketing	$	28,819	$	2,186		$	31,005	$	55,527	$	4,136		$	59,663
Research and development		14,054		(2,186	)		11,868		27,434		(4,136	)		23,298

The reclassification adjustments did not have a material impact on previously recorded amounts and had no impact on the Company’s Total selling, general and administrative expenses, Operating income (loss), Net income (loss) or Net earnings (loss) per share. The Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Comprehensive Income (Loss), Stockholders’ Equity and Cash Flows were not affected by changes in the presentation of these costs. Additionally, non-cash lease expense is now presented on its own line in the Company’s Condensed Consolidated Statements of Cash Flows instead of combined with the changes in other current and non-current liabilities as follows (in thousands):

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 1 — Basis of Presentation and Significant Accounting Policies (Continued)

Reclassifications (Continued)

	Six Months Ended June 28, 2024
	Prior Presentation			Reclassification			New Presentation
Non-cash operating lease expense	$	—		$	1,599		$	1,599
Other current and non-current liabilities		(4,788	)		(1,599	)		(6,387	)

Net cash provided by (used in) operating activities presented in the Condensed Consolidated Statements of Cash Flows was not affected by this change in presentation.

Restructuring, Impairment and Related Charges

In the first half of 2025, the Company took a number of steps to change its leadership team, realign its leadership structure to better address market needs, reduce costs and discretionary spending, and better position the Company to return to sustainable growth. As part of this leadership realignment and related efforts, during the three and six months ended June 27, 2025, the Company recognized costs related to severance and reduction in workforce of $3,645,000 and $12,453,000, respectively; consulting expenses of $227,000 and $866,000, respectively; impairment expenses on leasehold improvements and machinery and equipment of $700,000 and $7,759,000, respectively, as the Company will no longer be using these assets; and impairment on real property right-of-use assets of $676,000 and $4,083,000, respectively, as the Company is actively pursuing subleasing opportunities for two of its leased properties. In addition, the Company also recognized impairment of $0 and $2,751,000, respectively during the three and six months ended June 27, 2025 for internally developed software that it will no longer be using as it will transition to a cloud-based software solution. An aggregate of $5,248,000 and $27,912,000 for such costs, expenses and charges is included in Restructuring, impairment and related charges on the Condensed Consolidated Statements of Operations for the three and six months ended June 27, 2025. The restructuring effort was substantially completed as of June 27, 2025. For more detail, see Notes 5, 7 and 8.

Vendor Concentration

There was one vendor that accounted for over 10% of the Company’s consolidated accounts payable as of June 27, 2025 and December 27, 2024.

Segment Reporting

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The Company’s CODM manages and allocates resources to the operations of the Company on a consolidated basis. The CODM assesses performance by comparing actual results to forecasts and decides how to allocate resources, i.e., headcount and compensation, based on consolidated net loss. Significant segment expenses are consistent with those presented on the Condensed Consolidated Statements of Operations.

The measure of segment assets is reported on the balance sheet as total consolidated assets and the expenditures for additions to long-lived assets, and depreciation and amortization expense is consistent with those presented on the Condensed Statement of Cash Flows.

See “Note 14 – Disaggregation of Revenues, Geographic Sales and Product Sales” and “Note 15 – Geographic Assets” for specific information regarding the Company’s sales and long-lived assets.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 1 — Basis of Presentation and Significant Accounting Policies (Continued)

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740).” ASU 2023-09 improves the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. It also includes certain other amendments to improve the effectiveness of income tax disclosures regarding (a) income or loss from continuing operations disaggregated between domestic and foreign and (b) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the disclosure requirements and its effect on the Condensed Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 requires footnote disclosure about specific expenses to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion and amortization recognized as part of oil- and gas-production activities or other types of depletion expenses. The tabular disclosure would also include certain other expenses, when applicable. ASU 2024-03 does not change or remove existing expense disclosure requirements; however, it may affect where that information appears in the footnotes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company will adopt the annual disclosure requirements of ASU 2024-03 at the beginning of fiscal year 2026 and will adopt the interim disclosure requirement beginning fiscal year 2027. The Company is currently evaluating the disclosure requirements and its effect on the Condensed Consolidated Financial Statements.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes,” requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the requirements and its effect on the Condensed Consolidated Financial Statements.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 2 — Investments Available for Sale

Investments available for sale (“AFS”) and the related fair value measurement consisted of the following (dollars in thousands):

	June 27, 2025
										Fair Value Measurements
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value		Level 1		Level 2
Commercial paper	$	4,153	$	1	$	—		$	4,154	$	—	$	4,154
Certificates of deposit		1,507		—		—			1,507		—		1,507
U.S. Treasury securities		999		—		—			999		999		—
Corporate debt securities		16,096		1		(5	)		16,092		—		16,092
Total investments AFS	$	22,755	$	2	$	(5	)	$	22,752	$	999	$	21,753
	December 27, 2024
										Fair Value Measurements
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value		Level 1		Level 2
Commercial paper	$	21,466	$	4	$	(2	)	$	21,468	$	—	$	21,468
Certificates of deposit		1,997		—		—			1,997		—		1,997
U.S. Treasury securities		11,356		3		(4	)		11,355		11,355		—
Corporate debt securities		51,527		14		(26	)		51,515		—		51,515
Total investments AFS	$	86,346	$	21	$	(32	)	$	86,335	$	11,355	$	74,980

The Company obtains the fair value from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers and other industry and economic events.

The Company assessed each debt security in a gross unrealized loss position to determine whether the decline in fair value below amortized cost was a result of credit losses or other factors, whether the Company expects to recover the amortized cost of the debt security, the Company’s intent to sell and whether it is more-likely-than-not that the Company will not be required to sell the debt security before the recovery of the amortized cost basis. There has been no allowance for expected credit losses recorded for the three and six months ended June 27, 2025 and the three and six months ended June 28, 2024.

The following table shows the fair value of investments AFS by contractual maturity (dollars in thousands):

	As of June 27, 2025
	Within one year		After one year through five years		Total
Commercial paper	$	4,154	$	—	$	4,154
Certificates of deposit		1,507		—		1,507
U.S. Treasury securities		999		—		999
Corporate debt securities		16,092		—		16,092
Total investments AFS	$	22,752	$	—	$	22,752

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 2 — Investments Available for Sale (Continued)

During the six months ended June 27, 2025, two of the Company’s investments AFS with an aggregate fair value of $862,000, were subject to early redemption. The Company recognized a gain upon redemption of $1,000 during the six months ended June 27, 2025. During the six months ended June 28, 2024, two of the Company’s investments AFS with an aggregate fair value of $850,000 were subject to early redemption. The Company recognized a realized gain upon sale of $3,000 during the six months ended June 28, 2024.

Note 3 — Inventories

Inventories, net are stated at the lower of cost and net realizable value, determined on a first-in, first-out basis and consisted of the following (in thousands):

	June 27, 2025			December 27, 2024
Raw materials and purchased parts	$	10,353		$	9,705
Work in process		10,441			8,168
Finished goods(1)		34,368			26,710
Total inventories, gross		55,162			44,583
Less inventory reserves		(2,055	)		(1,278	)
Total inventories, net	$	53,107		$	43,305

• Finished goods inventory includes consigned inventory of $14,329,000 and $1,958,000 at June 27, 2025 and December 27, 2024, respectively. See also Note 14 for further details.

Note 4 — Prepayments, Deposits, and Other Current Assets

Prepayments, deposits, and other current assets consisted of the following (in thousands):

	June 27, 2025		December 27, 2024
Prepayments and deposits	$	8,158	$	7,887
Prepaid rent		170		2,910
Prepaid insurance		1,210		2,432
Value added tax (VAT) receivable		2,640		1,359
BVG (Swiss Pension) prepayment		1,273		7
Other(1)		1,911		1,649
Total prepayments, deposits and other current assets	$	15,362	$	16,244

• No individual category in “Other” exceeds 5% of the total prepayments, deposits and other current assets.

Note 5 — Property, Plant and Equipment

Property, plant and equipment, net consisted of the following (in thousands):

	June 27, 2025			December 27, 2024
Machinery and equipment	$	43,487		$	46,113
Computer equipment and software		11,315			12,976
Furniture and fixtures		7,727			7,627
Leasehold improvements		18,671			19,766
Construction in process		30,551			32,014
Total property, plant and equipment, gross		111,751			118,496
Less accumulated depreciation		(37,334	)		(33,607	)
Total property, plant and equipment, net	$	74,417		$	84,889

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 5 — Property, Plant and Equipment (Continued)

As discussed in Note 1, during the three and six months ended June 27, 2025, the Company recognized fixed asset impairment expense of $700,000 and $7,759,000, respectively, primarily on leasehold improvements and machinery and equipment as the Company will no longer be using these assets. The Company also recognized impairment during the three and six months ended June 27, 2025 of $0 and $2,751,000, respectively, for internally developed software that the Company will no longer be using as it will transition to a cloud-based software solution. These amounts are recorded in Restructuring, impairment and related charges on the Condensed Consolidated Statement of Operations.

Construction in process primarily consists of the build out and validation of machinery and equipment.

The Company recorded depreciation expense in the following categories as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Cost of sales	$	772	$	582	$	1,640	$	1,028
General and administrative		841		482		1,916		947
Selling and marketing		174		259		349		392
Research and development		188		162		370		318
Total depreciation expense	$	1,975	$	1,485	$	4,275	$	2,685

Note 6 – Cloud-Based Software

The Company capitalized cloud-based software implementation costs related to several systems, including enterprise resource planning and customer relationship management systems, which are recorded within Prepayments, deposits and other current assets or Other assets on the Condensed Consolidated Balance Sheets, depending upon the short- or long-term nature of such costs. Assets are expected to be placed into service throughout 2025 and 2026.

Capitalized cloud-based software costs, net consisted of the following (in thousands):

	June 27, 2025			December 27, 2024
Capitalized cloud-based software	$	22,865		$	15,763
Less accumulated amortization		(200	)		—
Total capitalized cloud-based software, net	$	22,665		$	15,763
Capitalized cloud-based software included in prepayments, deposits and other current assets	$	418		$	—
Capitalized cloud-based software included in other assets	$	22,247		$	15,763

Activity related to cloud-based software was as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Additions to cloud-based software	$	4,934	$	3,157	$	7,101	$	5,697
Amortization of cloud-based software		147		—		200		—

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 7 – Other Current Liabilities

Other current liabilities consisted of the following (in thousands):

	June 27, 2025		December 27, 2024
Accrued salaries and wages	$	13,821	$	16,140
Accrued bonuses		3,354		1,300
Severance payable(1)		4,123		356
Accrued insurance		1,106		2,701
Income taxes payable		1,067		6,547
Marketing obligations		3,462		2,699
Other(2)		10,121		13,344
Total other current liabilities	$	37,054	$	43,087

• As discussed in Note 1, during the six months ended June 27, 2025, the Company recognized costs in connection with its leadership realignment and related efforts. Of these costs, a total of $12,453,000 was recognized for severance costs related to leadership realignment and reduction in workforce. This amount is recorded in Restructuring, impairment and related charges on the Condensed Consolidated Statement of Operations. A majority of these severance payments were paid during the second quarter of 2025.
• No individual category in “Other” exceeds 5% of the other current liabilities.

Note 8 – Operating Leases

The Company entered into operating leases primarily related to real property (office, manufacturing and warehouse facilities), automobiles and copiers. These operating leases are two to ten years in length with options to extend. The Company does not include any lease extensions in the initial valuation unless the Company was reasonably certain to extend the lease. Depending on the lease, there are those with fixed payment amounts for the entire length of the contract or payments which increase periodically as noted in the contract or increased at an inflation rate indicator. For operating leases that increase using an inflation rate indicator, the Company used the inflation rate at the time the lease was entered into for the length of the lease term. Supplemental balance sheet information related to operating leases consisted of the following (in thousands):

	June 27, 2025			December 27, 2024
Machinery and equipment	$	877		$	758
Computer equipment and software		446			446
Real property		44,450			47,648
Operating lease right-of-use assets, gross		45,773			48,852
Less accumulated depreciation		(12,746	)		(12,002	)
Operating lease right-of-use assets, net	$	33,027		$	36,850
Current operating lease obligations	$	5,103		$	3,894
Long-term operating lease obligations		35,417			34,807
Total operating lease liability	$	40,520		$	38,701
Weighted-average remaining lease term (in years)		6.8			7.1
Weighted-average discount rate		6.00	%		5.98	%

As discussed in Note 1, during the three and six months ended June 27, 2025, the Company recognized impairment on real property right-of-use assets of $676,000 and $4,083,000, respectively. The impairment relates to the Company’s decision to exit three of its leased properties, for which the Company has obtained a subtenant for one of its properties and is actively pursuing subleasing for the other two properties. The impairment was determined based on market comparables of similar subleased properties. The impairment is recorded in Restructuring, impairment and related charges on the Condensed Consolidated Statements of Operations.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 8 – Operating Leases (Continued)

Supplemental cash flow information related to operating leases was as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Operating lease cost	$	1,798	$	2,089	$	3,947	$	4,312
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows		1,661		1,481		3,313		2,865
Right-of-use assets obtained in exchange for new operating lease liabilities		1,629		1,991		1,933		3,486

Future Maturities of Lease Liabilities

Estimated future maturities of lease liabilities under operating and finance leases having initial or remaining non-cancelable lease terms more than one year as of June 27, 2025 is as follows (in thousands):

.

As of June 27, 2025<br>12 Months Ended	Operating Leases
June 2026	$	7,303
June 2027		8,041
June 2028		6,843
June 2029		6,923
June 2030		6,514
Thereafter		15,981
Total future minimum lease payments		51,605
Less amounts representing interest		(11,085	)
Total lease liability	$	40,520

Note 9 — Income Taxes

The Company recorded an income tax provision as follows (in thousands):

	Three Months Ended					Six Months Ended
	June 27, 2025			June 28, 2024		June 27, 2025			June 28, 2024
Provision (benefit) for income taxes	$	(9,103	)	$	2,955	$	(9,378	)	$	4,083

The effective tax rates for the three months ended June 27, 2025 and June 28, 2024 were 35.1% and 28.6%, respectively, and were 11.7% and 50.3% for the six months ended June 27, 2025 and June 28, 2024, respectively. The Company’s effective tax rates differ from the U.S. federal statutory rate of 21% for the three and six months ended June 27, 2025 and June 28, 2024, respectively, primarily due to the income tax expense generated in foreign jurisdictions.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 10 – Defined Benefit Pension Plans

The Company has defined benefit plans covering employees of its Switzerland and Japan operations. The following table summarizes the components of net periodic pension cost recorded for the Company’s defined benefit pension plans (in thousands):

	Three Months Ended						Six Months Ended
	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
Service cost(1)	$	436		$	313		$	840		$	638
Interest cost(2)		63			87			125			171
Expected return on plan assets(2)		(139	)		(136	)		(274	)		(268	)
Prior service credit(2),(3)		(53	)		(45	)		(106	)		(90	)
Settlement gain(2),(3)		(4	)		—			(8	)		—
Actuarial loss recognized in current period(2),(3)		73			28			146			56
Net periodic pension cost	$	376		$	247		$	723		$	507

• Recognized in selling general and administrative expenses on the Condensed Consolidated Statements of Operations.
• Recognized in other income (expense), net on the Condensed Consolidated Statements of Operations.
• Amounts reclassified from accumulated other comprehensive income (loss).

The Company currently is not required to and does not make contributions to its Japan pension plan. The Company’s contributions to its Swiss pension plan are as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Employer contribution	$	357	$	272	$	622	$	539

Note 11 — Stockholders’ Equity

Incentive Plan

The Company maintains an Amended and Restated Omnibus Equity Incentive Plan, as amended (the “Equity Plan”). The Equity Plan allows for awards of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and performance stock units (“PSUs”) and other stock- and cash-based awards, including awards that are subject to service-based and performance-based vesting conditions. As of June 27, 2025, the Company had outstanding grants of stock options, RSUs and PSUs.

Stock options granted under the Equity Plan are granted at fair market value on the date of grant, become exercisable generally over a three-year period, or as determined by the Board of Directors, and expire over periods not exceeding 10 years from the date of grant. Certain stock options and stock-based awards provide for accelerated vesting if there is a change in control and pre-established financial metrics are met (as defined in the Equity Plan). Grants of restricted stock outstanding under the Equity Plan generally vest over periods of one to three years. Grants of RSUs and PSUs outstanding under the Equity Plan generally vest based on service, performance, or a combination of both. On June 19, 2024, stockholders approved a proposal to increase the number of shares under the Equity Plan by 2,600,000 shares, for a total of 22,805,000 shares. As of June 27, 2025, there were 731,032 shares available for grant under the Equity Plan.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 11 — Stockholders’ Equity (Continued)

Stock-Based Compensation

The cost that has been charged against income for stock-based compensation is set forth below (in thousands):

	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Employee stock options	$	1,640	$	3,518	$	4,045	$	6,691
Restricted stock		145		170		302		198
RSUs		3,345		3,053		6,308		5,343
PSUs		2,211		2,119		2,607		2,804
Nonemployee stock options		208		151		302		292
Nonemployee RSUs		253		31		253		53
Total stock-based compensation expense	$	7,802	$	9,042	$	13,817	$	15,381

The Company recorded stock-based compensation costs in the following categories (in thousands):

	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Cost of sales	$	90	$	363	$	380	$	661
General and administrative		4,643		4,981		7,326		8,056
Selling and marketing		1,309		1,319		2,586		2,529
Research and development		1,760		2,379		3,525		4,135
Total stock-based compensation expense, net		7,802		9,042		13,817		15,381
Amounts capitalized as part of inventory		192		440		504		777
Total stock-based compensation expense, gross	$	7,994	$	9,482	$	14,321	$	16,158

As of June 27, 2025, total unrecognized compensation cost related to non-vested stock-based compensation arrangements were as follows (in thousands):

	June 27, 2025
Stock options	$	9,026
RSUs and PSUs		40,468
Total unrecognized stock-based compensation cost	$	49,494

The cost is expected to be recognized over a weighted-average period of approximately two years.

Assumptions

The fair value of each stock option award is estimated on the date of grant using a Black-Scholes option valuation model applying the weighted-average assumptions noted in the following table. Expected volatilities are based on historical volatility of the Company’s stock. The expected term of stock options granted is derived from the historical exercises and post-vesting cancellations and represents the period of time that stock options granted are expected to be outstanding. The Company has calculated a 8% estimated forfeiture rate based on historical forfeiture experience. The risk-free rate is based on the U.S. Treasury yield curve corresponding to the expected term at the time of the grant.

	Three Months Ended						Six Months Ended
	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
Expected dividend yield		0	%		0	%		0	%		0	%
Expected volatility		60	%		59	%		60	%		59	%
Risk-free interest rate		4.03	%		4.45	%		4.09	%		4.19	%
Expected term (in years)		5.05			5.29			5.05			5.29

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 11 — Stockholders’ Equity (Continued)

Stock Options

A summary of stock option activity under the Equity Plan for the six months ended June 27, 2025 is presented below:

	Stock<br>Options<br>(in 000’s)			Weighted-<br>Average<br>Exercise<br>Price		Weighted-<br>Average<br>Remaining<br>Contractual<br>Term (years)		Aggregate<br>Intrinsic<br>Value<br>(in 000’s)
Outstanding at December 27, 2024		2,808		$	45.72
Granted		112			17.53
Exercised		(53	)		7.23
Forfeited or expired		(433	)		47.71
Outstanding at June 27, 2025		2,434		$	44.87		5.04	$	1,238
Exercisable at June 27, 2025		1,928		$	47.18		4.07	$	1,200

Restricted Stock, Restricted Stock Units and Performance Stock Units

A summary of restricted stock, RSU and PSU activity under the Equity Plan for the six months ended June 27, 2025 is presented below (shares in thousands):

	Restricted<br>Stock			RSUs			PSUs
Unvested at December 27, 2024		16			695			406
Granted		—			1,234			849
Vested		(16	)		(248	)		(20	)
Forfeited or expired		—			(151	)		(417	)
Unvested at June 27, 2025		—			1,530			818

Share Repurchase Program

In May 2025, the Company’s Board of Directors authorized a share repurchase program under which the Company may repurchase up to $30 million of its outstanding common stock. Under the program, the Company may repurchase shares in the open market, through privately negotiated transactions, by entering into structured repurchase agreements with third parties, by making block purchases, and/or pursuant to Rule 10b5-1 trading plans. The timing, manner, price, and amount of any repurchases under the program will be determined by the Company in its discretion, subject to market conditions, legal requirements, and other considerations. The Company is not obligated to repurchase any specific number of shares, and the program may be modified, suspended, or discontinued at any time, without prior notice. During the quarter ended June 27, 2025 the Company purchased 260,515 shares for an aggregate of $4,479,000 pursuant to its share repurchase program. As of June 27, 2025, $25,521,000 remained available for repurchases pursuant to the program. Subsequent to the end of the quarter, during the period June 28, 2025 to August 1, 2025, the Company purchased an additional 115,115 shares for a total of $1,982,000 pursuant to its share repurchase program.

Repurchased shares are held in treasury stock. Treasury stock purchases are accounted for under the cost method whereby the cost of the acquired stock is recorded as treasury stock.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 12 - Commitments and Contingencies

Litigation and Claims

From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. These legal proceedings and other matters may relate to, among other things, contractual rights and obligations, employment matters, or claims of product liability. The Company maintains insurance coverage for various matters, including product liability and certain securities claims. While the Company does not believe that any of the claims known is likely to have a material adverse effect on the Company’s financial condition or results of operations, new claims or unexpected results of existing claims could lead to significant financial harm.

Note 13 — Basic and Diluted Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands except per share amounts):

	Three Months Ended					Six Months Ended
	June 27, 2025			June 28, 2024		June 27, 2025			June 28, 2024
Numerator:
Net income (loss)	$	(16,812	)	$	7,379	$	(71,023	)	$	4,040
Denominator:
Weighted average common shares:
Common shares outstanding		49,520			49,127		49,432			49,018
Denominator for basic calculation		49,520			49,127		49,432			49,018
Weighted average effects of potentially diluted common stock:
Stock options		—			468		—			407
Unvested restricted stock		—			7		—			6
RSUs		—			109		—			57
PSUs		—			100		—			41
Denominator for diluted calculation		49,520			49,811		49,432			49,529
Net income (loss) per share:
Basic	$	(0.34	)	$	0.15	$	(1.44	)	$	0.08
Diluted	$	(0.34	)	$	0.15	$	(1.44	)	$	0.08

Because the Company had a net loss for the three and six months ended June 27, 2025, the number of diluted shares is equal to the number of basic shares. The following table sets forth (in thousands) the weighted average number of options to purchase shares of common stock, restricted stock, RSUs and PSUs with either exercise prices or unrecognized compensation cost per share greater than the average market price per share of the Company’s common stock, which were not included in the calculation of diluted per share amounts because the effects would be anti-dilutive.

	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Stock options		7,128		3,031		7,089		3,275
Restricted stock, RSUs and PSUs		1,009		180		885		63
Total		8,137		3,211		7,974		3,338

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 14 — Disaggregation of Sales, Geographic Sales and Product Sales

100% of the Company’s sales are generated from the ophthalmic surgical product segment and the chief operating decision maker makes operating decisions and allocates resources based upon the consolidated operating results, and therefore the Company operates as one operating segment for financial reporting purposes. The Company’s principal products are implantable Collamer lenses (“ICLs”) used in refractive surgery. Historically the Company marketed and sold cataract intraocular lenses (“IOLs”) and related injectors and injector parts. The Company phased out sales of such products in fiscal 2023, and no longer intends to sell any such products. The composition of the Company’s net sales is primarily related to ICL sales. ICL sales include normal recurring sales adjustments such as sales return allowances. In the following tables, sales are disaggregated by category and sales by geographic market data.

The Company maintains finished goods inventory at different sites in the United States, Switzerland and Japan, and from time to time, consigns or ships finished goods inventory to surgeons, hospitals, and distributors in advance of anticipated demand. The Company maintains title and risk of loss on consigned inventory and generally does not recognize revenue for consignment inventory until the Company is notified that the lenses have been implanted. The following table disaggregates the Company’s consignment sales (in thousands):

The following breaks down sales into the following categories (in thousands):

	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Non-consignment sales	$	37,525	$	94,775	$	75,376	$	166,539
Consignment sales		6,795		4,230		11,533		9,822
Total net sales	$	44,320	$	99,005	$	86,909	$	176,361

In April 2025, in order to mitigate potential financial exposure from tariffs imposed by China, the Company negotiated and implemented consignment agreements with its two distributors in China and delivered consigned inventory to its distributors. During the quarter ended June 27, 2025, the Company delivered additional consigned inventory to its distributors in China. As consigned inventory in China is purchased by the Company’s distributors, revenue associated with such consigned inventory will be recorded as consignment sales.

The Company markets and sells its products in over 75 countries and conducts its manufacturing in the United States. Sales are attributed to countries based on location of customers. During 2025, the Company separately presented Korea as the sales exceeded 10% of total sales and the presentation of immaterial amounts related to normal recurring sales adjustments previously presented in foreign other sales are presented in the countries these normal recurring sales adjustments are attributable to. Prior period amounts have been conformed to current presentation in the following table. The composition of the Company’s net sales to unaffiliated customers was as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Domestic	$	5,635	$	5,399	$	11,094	$	10,334
Foreign:
China		5,299		63,519		4,422		101,996
Japan		10,915		9,887		22,310		20,344
Korea		4,293		3,924		11,815		10,660
Other(1)		18,178		16,276		37,268		33,027
Total foreign sales		38,685		93,606		75,815		166,027
Total net sales	$	44,320	$	99,005	$	86,909	$	176,361

• No other location individually exceeds 10% of the total sales.

The Company’s China distributors accounted for an aggregate of 12% and 64% of net sales for the three months ended June 27, 2025 and June 28, 2024, respectively. The Company’s Korea distributor accounted for an aggregate of 14% of net sales for the six months ended June 27, 2025 and the Company’s China distributors accounted for an aggregate of 58% of net sales for the six months ended June 28, 2024. As of December 27, 2024, the Company’s China distributors accounted for an aggregate of 58% of consolidated trade receivables.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 15 — Geographic Assets

The Company’s long-lived assets are located in the following geographical locations in which the Company operates. Other than the U.S. and Switzerland, no other geographic location exceeds 10% of each category of long-lived assets. The composition of the Company’s long-lived assets was as follows (in thousands):

	June 27, 2025
	U.S.		Switzerland		Other(1)		Total
Property, plant and equipment, net	$	57,007	$	16,926	$	484	$	74,417
Operating lease ROU assets, net		23,434		5,851		3,742		33,027
Total	$	80,441	$	22,777	$	4,226	$	107,444
	December 27, 2024
	U.S.		Switzerland		Other(1)		Total
Property, plant and equipment, net	$	68,318	$	16,084	$	487	$	84,889
Finance lease ROU assets, net		37		—		—		37
Operating lease ROU assets, net		27,754		6,414		2,682		36,850
Total	$	96,109	$	22,498	$	3,169	$	121,776

• No other location individually exceeds 10% of each category of long-lived assets.

Note 16 — Subsequent Events

Proposed Merger with Alcon

On August 4, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alcon Research, LLC, a Delaware limited liability company (“Alcon”), and Rascasse Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Alcon (“Merger Sub”).

The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Alcon.

The Board of Directors has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby are fair to, and in the best interests of, the Company and its stockholders (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby and (c) resolved to recommend that the Company’s stockholders adopt the Merger Agreement. The stockholders of the Company will be asked to vote on the adoption of the Merger Agreement at a stockholder meeting that will be held on a date, and at a time and place, to be announced.

Under the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company issued and outstanding immediately prior to the Effective Time (other than certain excluded shares as described in the Merger Agreement) will be cancelled and converted into the right to receive $28.00 in cash, without interest.

The respective obligations of the Company, Alcon and Merger Sub to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of a number of conditions, including: (1) the adoption of the Merger Agreement by the Company’s stockholders; (2) the absence of any law or order prohibiting consummation of the Merger in specified jurisdictions in which the Company, Alcon or their respective subsidiaries have business operations; (3) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other specified regulatory approvals; (4) the accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement; and (5) compliance by the other party in all material respects with such other party’s obligations under the Merger Agreement. In addition, Alcon’s and Merger Sub’s obligation to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of a condition that there has not occurred a material adverse effect on the Company since the date of the Merger Agreement that is continuing. The availability of financing is not a condition to the consummation of the Merger.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 16 — Subsequent Events (Continued)

If the Merger Agreement is terminated under specified circumstances, the Company may be required to pay Alcon a termination fee of up to $43.4 million, and if the Merger Agreement is terminated under certain other circumstances, Alcon may be required to pay the Company a termination fee equal to $72.4 million.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The matters addressed in this Item 2 that are not historical information constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the Private Securities Litigation Reform Act of 1995, and is subject to the safe harbor created therein. In some cases readers can recognize forward-looking statements by the use of words like “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “believe,” “will,” “should,” “could,” “forecast,” “potential,” “continue,” “ongoing” (or the negative of those words and similar words or expressions), although not all forward-looking statements contain these words. Forward-looking statements include, without limitation, statements regarding the intent, belief or current expectations of the Company and its management regarding any of the following: demand for our implantable Collamer® lenses (“ICLs”); the benefits of our leadership realignment and related efforts; China macroeconomic conditions, procedure volumes, demand, and inventory levels; any projections of or guidance as to future earnings, revenue, sales, profit margins, expense rate, cash, effective tax rate, product mix, capital expense or any other financial items; the plans, strategies, and objectives of management for future operations or prospects for achieving such plans; statements regarding new, existing, or improved products, including but not limited to, expectations for success of new, existing, and improved products in the U.S. or international markets or government approval of a new or improved products; commercialization of new or improved products; future economic conditions or size of market opportunities; expected costs of operations; statements of belief, including as to achieving business plans for 2025 and beyond; expected regulatory activities and approvals, product launches, and any statements of assumptions underlying any of the foregoing.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, we caution investors and prospective investors that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors, which if they do not materialize or prove correct, could cause actual results to differ materially from those expressed or implied by such forward-looking statements. We caution you not to place undue reliance on these forward-looking statements and to note they speak only as of the date hereof. Factors that could cause actual results to differ materially from those set forth in the forward-looking statements include, without limitation, those described in our Annual Report on Form 10-K in “Item 1A. Risk Factors” filed on February 21, 2025. We disclaim any intention or obligation to update or review these financial projections or forward-looking statements due to new information or other events except as required by law.

The following discussion should be read in conjunction with the Company’s unaudited Condensed Consolidated Financial Statements, including the related notes, provided in this report.

We intend to use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website in the ‘Investor Relations’ sections. Accordingly, investors should monitor such portions of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.

Overview

STAAR Surgical Company designs, develops, manufactures, and sells implantable lenses for the eye and accessory delivery systems used to deliver the lenses into the eye. We are the leading manufacturer of phakic implantable lenses used worldwide in corrective or “refractive” surgery. We have been dedicated solely to ophthalmic surgery for over 40 years. Our goal is to position our refractive lenses throughout the world as primary and premium solutions for patients seeking visual freedom from wearing eyeglasses or contact lenses while achieving excellent visual acuity through refractive vision correction. We generate worldwide revenue almost exclusively from sales of our implantable Collamer® lenses, or “ICLs.” Our ICLs are made from Collamer, which is a proprietary collagen copolymer material created and exclusively used by STAAR to make our lenses soft, flexible and biocompatible with the eye. Our ICLs are phakic lenses, meaning that they are implanted into the eye without removing the eye’s natural crystalline lens. This distinguishes an ICL procedure from other refractive procedures, as it does not involve the removal of corneal eye tissue. All of our ICLs are foldable, which allows the surgeon to insert them into the eye through a small incision during minimally invasive surgery. Further, while ICLs are intended to be permanent, our ICLs are reversible lens implants, meaning they can be removed by a doctor if desired.

STAAR employs a commercialization strategy that strives for sustainable profitable growth. Our growth strategy includes making our complete ICL product line available in our existing geographic markets and expanding into attractive markets where we do not sell our products today. In addition, we are focused on driving awareness of the ICL procedure and the clinical benefits of our ICLs, and providing surgeon training, support and education, particularly in our newer markets.

Business Environment and Factors Affecting Comparability

For the three months ended June 27, 2025, we reported $44.3 million of net sales, a decrease of 55% compared to $99.0 million of net sales for the three months ended June 28, 2024. This significant decrease is primarily due to dynamics within our business in China. Net sales to our two distributors in China were $5.3 million for the three months ended June 27, 2025, compared to net sales of $63.5 million for the three months ended June 28, 2024. During the three months ended June 27, 2025, our distributors in China purchased fewer ICLs, as they were able to satisfy procedural demand largely from their existing inventory. Our distributors in China have historically purchased products from us in bulk shipments in advance of anticipated demand, which they use to satisfy orders from hospital customers based on scheduled surgeries. During fiscal 2024, our distributors in China purchased lenses above contracted minimums in anticipation of higher procedural volumes during what is typically a summer “high season” in China. Due to dynamic macroeconomic conditions and other factors, the number of ICL procedures performed during the high season and the second half of 2024 overall was lower than expected. Accordingly, our distributors in China held, as of December 27, 2024, elevated levels of ICL product inventory. The level of inventory owned by our distributors in China has decreased substantially since December 27, 2024, and has now returned to historical levels. However, as anticipated we reported minimal China ICL sales in the first half of fiscal 2025. We expect our China revenue will normalize in the second half of fiscal 2025, as our distributors increase their purchases of ICLs to meet forecasted demand. However, our ability to successfully address these challenges will depend on a number of factors, including the risk of a prolonged slowdown or disruption in China and the status of trade tariffs both globally and between the United States and China.

In April 2025, in response to the announcement of tariffs by the United States on Chinese goods, China announced retaliatory tariffs on U.S.-origin goods. In order to mitigate potential financial exposure from such tariffs, we negotiated and implemented consignment agreements with our two distributors in China, and we delivered consigned inventory to China in advance of the implementation of tariffs. During the quarter ended June 27, 2025, we delivered additional consignment inventory to our distributors in China. While the tariff situation is evolving, we believe that these efforts to increase the amount of ICLs in China reduce the Company’s tariff risk in China in the near-term. In addition, we are rapidly ramping up our production capabilities in Switzerland to supplement our manufacturing capacity in the United States to provide optionality under multiple tariff scenarios.

Given that we now maintain consigned inventory in China, we believe that purchases by our distributors will largely be satisfied from our consigned inventory in-country in the near-term, rather than through bulk purchases. As a result, we expect our distributors will likely make more frequent purchases of ICLs in smaller quantities that are more closely aligned to actual procedural volumes as opposed to anticipated demand. We believe this will reduce the risk of elevated inventory buildup by our distributors, while at the same time maintaining sufficient ICL inventory in China to support quick and efficient delivery and fulfillment for surgical procedures.

Critical Accounting Estimates

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses and analyzes data in our unaudited Condensed Consolidated Financial Statements provided in this report, which we have prepared in accordance with U.S. generally accepted accounting principles. Preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of our Board of Directors. Actual conditions may differ from our assumptions and actual results may differ from our estimates.

Management believes that there have been no significant changes during the six months ended June 27, 2025 to the items that we disclosed as our critical accounting estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 27, 2024.

Results of Operations

The following table shows the percentage of our total sales represented by certain items reflected in our Condensed Consolidated Statements of Income for the periods indicated.

	Percentage of Net Sales for
	Three Months Ended						Six Months Ended
	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		26.0	%		20.8	%		30.0	%		20.9	%
Gross profit		74.0	%		79.2	%		70.0	%		79.1	%
General and administrative		47.3	%		23.9	%		52.3	%		26.6	%
Selling and marketing		59.3	%		31.3	%		61.2	%		33.8	%
Research and development		23.2	%		12.0	%		24.9	%		13.2	%
Restructuring, impairment and related charges		11.8	%		0.0	%		32.1	%		0.0	%
Total selling, general and administrative		141.6	%		67.2	%		170.5	%		73.6	%
Operating income (loss)		(67.6	)%		12.0	%		(100.5	)%		5.5	%
Total other income (expense), net		9.1	%		(1.6	)%		8.0	%		(0.8	)%
Income (loss) before income taxes		(58.5	)%		10.4	%		(92.5	)%		4.7	%
Provision (benefit) for income taxes		(20.5	)%		3.0	%		(10.8	)%		2.3	%
Net income (loss)		(38.0	)%		7.4	%		(81.7	)%		2.4	%

Net Sales

The following table presents our net sales (dollars in thousands):

	Three Months Ended				Percentage<br>Change			Six Months Ended				Percentage<br>Change
	June 27, 2025		June 28, 2024		2025 vs. 2024			June 27, 2025		June 28, 2024		2025 vs. 2024
Net sales	$	44,320	$	99,005		(55.2	)%	$	86,909	$	176,361		(50.7	)%

* Denotes change is greater than +100%.

Net sales for the three months ended June 27, 2025 decreased 55% from the same period of 2024 primarily due to decreased China sales. The composition of our net sales is primarily related to ICL sales. ICL sales include normal recurring sales adjustments such as sales return allowances. The sales decrease was driven by the Asia Pacific (“APAC”) region, which decreased 69%, with ICL unit decrease of 74%. The decrease in the APAC region was driven by decreased sales in China, partially offset by sales growth in India, Japan and Korea. We expect China sales to return to normalized levels beginning in the third quarter of 2025. The Europe, Middle East and Africa (“EMEA”) region sales increased 11% with ICL unit growth up 8%, due to sales growth in our distributor and direct markets. The Americas region sales increased 10% with ICL unit growth up 9%, due to sales growth in Canada, Latin America distributor markets and U.S. Changes in foreign currency favorably impacted net sales by $1.2 million.

Net sales for the six months ended June 27, 2025 decreased 51% from the same period of 2024 primarily due to decreased China sales. The sales decrease was driven by the APAC region, which decreased 66%, with ICL unit decrease of 69%. The decrease in the APAC region was driven by decreased sales in China, partially offset by sales growth in India, Korea and Japan. The EMEA region sales increased 14% with ICL unit growth up 9%, due to sales growth in our direct and distributor markets. The Americas region sales increased 10% with ICL unit growth up 6%, due to sales growth in Canada, Latin America distributor markets and U.S. Changes in foreign currency favorably impacted net sales by $0.4 million.

Gross Profit

The following table presents our gross profit and gross profit margin (dollars in thousands):

	Three Months Ended						Percentage<br>Change			Six Months Ended						Percentage<br>Change
	June 27, 2025			June 28, 2024			2025 vs. 2024			June 27, 2025			June 28, 2024			2025 vs. 2024
Gross profit	$	32,799		$	78,412			(58.2	)%	$	60,804		$	139,447			(56.4	)%
Gross margin		74.0	%		79.2	%					70.0	%		79.1	%

Gross profit for the three and six months ended June 27, 2025 decreased 58.2% and 56.4%, respectively, from the same period of 2024. Gross profit margin decreased to 74.0% of sales for the three months ended June 27, 2025 compared to 79.2% of sales for the three months ended June 28, 2024 due to decreased sales volume. Gross profit margin decreased to 70.0% of sales for the six months ended June 27, 2025 compared to 79.1% of sales for the six months ended June 28, 2024 due primarily to higher manufacturing costs per unit due to lower production volume and increased excess and obsolete inventory reserves, partially offset by decreased period costs as a result of our cost reductions implemented in the quarter ended March 28, 2025.

General and Administrative Expense

The following table presents our general and administrative expenses (dollars in thousands):

	Three Months Ended						Percentage<br>Change			Six Months Ended						Percentage<br>Change
	June 27, 2025			June 28, 2024			2025 vs. 2024			June 27, 2025			June 28, 2024			2025 vs. 2024
General and administrative expense	$	20,969		$	23,641			(11.3	)%	$	45,427		$	46,869			(3.1	)%
Percentage of sales		47.3	%		23.9	%					52.3	%		26.6	%

General and administrative expenses for the three months ended June 27, 2025 decreased 11.3% from the same period of 2024 due to decreased outside services, partially offset by increased salary-related and payroll tax expenses. General and administrative expenses for the six months ended June 27, 2025 decreased 3.1% from the same period of 2024 due to decreased outside services and bonus and stock-based compensation expenses, partially offset by increased salary-related and payroll tax expenses and facilities related costs.

Selling and Marketing Expense

The following table presents our selling and marketing expenses (dollars in thousands):

	Three Months Ended						Percentage<br>Change			Six Months Ended						Percentage<br>Change
	June 27, 2025			June 28, 2024			2025 vs. 2024			June 27, 2025			June 28, 2024			2025 vs. 2024
Selling and marketing expense	$	26,283		$	31,005			(15.2	)%	$	53,228		$	59,663			(10.8	)%
Percentage of sales		59.3	%		31.3	%					61.2	%		33.8	%

Selling and marketing expenses for the three and six months ended June 28, 2024 decreased 15.2% and 10.8% from the same periods of 2024, respectively, due to decreased advertising and promotional activities, partially offset by increased salary-related and payroll tax expenses.

Research and Development Expense

The following table presents our research and development expenses (dollars in thousands):

	Three Months Ended						Percentage<br>Change			Six Months Ended						Percentage<br>Change
	June 27, 2025			June 28, 2024			2025 vs. 2024			June 27, 2025			June 28, 2024			2025 vs. 2024
Research and development expense	$	10,263		$	11,868			(13.5	)%	$	21,602		$	23,298			(7.3	)%
Percentage of sales		23.2	%		12.0	%					24.9	%		13.2	%

Research and development expenses for the three months ended June 27, 2025 decreased 13.5% due primarily to decreased stock-based compensation expenses. Research and development expenses for the six months ended June 27, 2025 decreased 7.3% due to decreased clinical expenses associated with U.S. post-approval clinical activities and stock-based compensation expenses.

Restructuring, Impairment and Related Charges

The following table presents our restructuring, impairment and related charges (dollars in thousands):

	Three Months Ended						Percentage<br>Change			Six Months Ended						Percentage<br>Change
	June 27, 2025			June 28, 2024			2025 vs. 2024			June 27, 2025			June 28, 2024			2025 vs. 2024
Restructuring, impairment and related charges	$	5,248		$	—			—	*	$	27,912		$	—			—	*
Percentage of sales		11.8	%		0.0	%					32.1	%		0.0	%

* Denotes change is greater than +100%.

In the first half of 2025, we took a number of steps to change our leadership team, realign our leadership structure to better address market needs, reduce costs and discretionary spending, and better position the Company to return to sustainable growth. As part of this leadership realignment and related efforts, during the three and six months ended June 27, 2025, we recognized costs related to severance and reduction in workforce of $3,645,000 and $12,453,000, respectively; consulting expenses of $227,000 and $866,000, respectively; impairment expenses on leasehold improvements and machinery and equipment of $700,000 and $7,759,000, respectively, as we will no longer be using these assets; and impairment on real property right-of-use assets of $676,000 and $4,083,000, respectively, as we are actively pursuing subleasing opportunities for two of our leased properties. In addition, we also recognized impairment of $0 and $2,751,000 during the three and six months ended June 27, 2025, respectively, for internally developed software that we will no longer be using as we will transition to a cloud-based software solution. The restructuring effort was substantially completed as of June 27, 2025.

Other Income (Expense), Net

The following table presents our other income (expense), net (dollars in thousands):

	Three Months Ended						Percentage<br>Change			Six Months Ended						Percentage<br>Change
	June 27, 2025			June 28, 2024			2025 vs. 2024			June 27, 2025			June 28, 2024			2025 vs. 2024
Other income (expense), net	$	4,049		$	(1,564	)		—	*	$	6,964		$	(1,494	)		—	*
Percentage of sales		9.1	%		(1.6	)%					8.0	%		(0.8	)%

* Denotes change is greater than +100%.

Other income (expense), net increased for the three and six months ended June 27, 2025 and June 28, 2024, primarily due to higher foreign exchange gains.

Income Taxes

The following table presents our income tax provision (dollars in thousands):

	Three Months Ended					Percentage<br>Change			Six Months Ended					Percentage<br>Change
	June 27, 2025			June 28, 2024		2025 vs. 2024			June 27, 2025			June 28, 2024		2025 vs. 2024
Income (benefit) tax provision	$	(9,103	)	$	2,955		—	*	$	(9,378	)	$	4,083		—	*

* Denotes change is greater than +100%.

The effective tax rates for the three months ended June 27, 2025 and June 28, 2024 were 35.1% and 28.6%, respectively. The effective tax rates for the six months ended June 27, 2025 and June 28, 2024 were 11.7% and 50.3%, respectively. Our effective tax rates differ from the U.S. federal statutory rate of 21%, primarily due to the income tax expense generated in foreign jurisdictions.

Our future effective income tax rate depends on various factors, such as changes in tax laws, regulations, accounting principles, or interpretations thereof, and the geographic composition of our pre-tax income. We carefully monitor these factors and adjust our effective income tax rate accordingly.

Liquidity and Capital Resources

Our principal sources of liquidity are cash, cash equivalents, investments available for sale (“AFS”) and cash flow from operating activities. We believe these sources of liquidity will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of the financial statements. We expect that cash flow from operating activities may fluctuate in future periods as a result of a number of factors, including fluctuations in our operating results, working capital needs, capital expenditures, and capital deployment decisions. In addition, future capital requirements will depend on many factors including our growth rate in net sales, the timing and extent of spending to support our growth strategy, the expansion of selling and marketing activities, the timing of introductions of new products, as well as global macroeconomic factors. If our anticipated future cash flow from operating activities is insufficient to satisfy our future capital requirements in the long-term, we may need to seek additional capital. Our financial condition at June 27, 2025 and December 27, 2024 included the following (in thousands):

	June 27, 2025		December 27, 2024		2025 vs. 2024
Cash and cash equivalents	$	167,131	$	144,159	$	22,972
Investments available for sale		22,752		86,335		(63,583	)
Total	$	189,883	$	230,494	$	(40,611	)
Current assets	$	292,792	$	367,940	$	(75,148	)
Current liabilities		59,228		70,306		(11,078	)
Working capital	$	233,564	$	297,634	$	(64,070	)

Cash and cash equivalents include cash and balances in deposits and money market accounts held at banks and financial institutions. Our investment policy’s primary objective is capital preservation while maximizing our return on investment. Investments available for sale may include U.S. government and corporate debt securities, commercial paper, certain certificates of deposit and related security types, that are rated by two nationally recognized statistical rating organizations with minimum investment grade ratings of AAA to A-/A-1+ to A-2, or the equivalent. The maturity of individual investments may not extend 24 months from the date of purchase. There are also limits to the amount of credit exposure in any given security type. We do not have any off-balance sheet arrangements.

A summary of cash flows for the six months ended June 27, 2025 and June 28, 2024 was as follows (in thousands):

	Six Months Ended
	June 27, 2025			June 28, 2024
Cash flows from:
Operating activities	$	(32,983	)	$	11,267
Investing activities		60,471			(4,481	)
Financing activities		(5,488	)		4,219
Effect of exchange rate changes		972			(1,267	)
Net increase in cash and cash equivalents		22,972			9,738
Cash and cash equivalents, at beginning of year		144,159			183,038
Cash and cash equivalents, at end of period	$	167,131		$	192,776

For the six months ended June 27, 2025 net cash used in operating activities consisted of $71.0 million net loss; partially offset by $24.5 million in non-cash items primarily related to impairment on fixed assets and operating leases and stock-based compensation expenses, partially offset by deferred income taxes, and $13.5 million in working-capital changes primarily related to changes in accounts receivable, partially offset by changes in inventories. For the six months ended June 28, 2024 net cash provided by operating activities consisted of $21.5 million in non-cash items primarily related to stock-based compensation expenses and net income of $4.0 million, partially offset by $14.3 million in working-capital changes due partially to capitalization of cloud-based software.

For the six months ended June 27, 2025, net cash provided by investment activities was $60.5 million which consisted of $77.6 million in proceeds from the maturities of investments AFS, partially offset by $14.7 of purchases of investments AFS. During the first half of 2025, upon maturity of investments AFS, funds were placed into money market accounts to serve as

liquidity for operations. For the six months ended June 28, 2024, net cash used in investment activities was $4.5 million which consisted of $20.2 million in purchases of investments AFS and $11.4 million in purchases of property, plant and equipment, partially offset by $26.4 million of proceeds from the maturity of investments AFS.

For the six months ended June 27, 2025 net cash used in financing activities was $5.5 million which primarily consisted of $4.5 million of repurchases of common stock pursuant to our share repurchase program and $1.4 million to repurchase employee common stock for taxes withheld. For the six months ended June 28, 2024, net cash provided by financing activities was $4.2 million which consisted of $5.7 million of proceeds from the exercise of stock options, partially offset by $1.4 million to repurchase employee common stock for taxes withheld.

Commitments

Employment Agreements

The Company’s Chief Executive Officer entered into an employment agreement with the Company, effective February 26, 2025. He and certain officers have as provisions of their agreements certain rights, including continuance of cash compensation and benefits, upon a “change in control,” which may include an acquisition of substantially all of its assets, or termination “without cause or for good reason” as defined in the employment agreements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the six months ended June 27, 2025, there have been no material changes in the Company’s qualitative and quantitative market risk since the disclosure in the Company’s Annual Report on Form 10-K for the year ended December 27, 2024.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of the disclosure controls and procedures of the Company. Based on that evaluation, our CEO and CFO concluded, as of the end of the period covered by this quarterly report on Form 10-Q, that our disclosure controls and procedures were effective. For purposes of this statement, the term “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including the CEO and the CFO, do not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud or material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations on all internal control systems, our internal control system can provide only reasonable assurance of achieving its objectives and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and can provide only reasonable, not absolute, assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 27, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

in the Merger Agreement; (2) compliance by the other party in all material respects with such other party’s obligations under the Merger Agreement, (3) the absence of any law or order prohibiting consummation of the Merger in specified jurisdictions in which the Company, Alcon or their respective subsidiaries have business operations; and (4) in the case of Alcon’s and Merger Sub’s obligation to consummate the Merger, a condition that there has not occurred a material adverse effect on the Company since the date of the Merger Agreement that is continuing.

We can provide no assurance that the closing conditions will be fulfilled (or waived, if applicable) in a timely manner or at all, and, if all closing conditions are timely fulfilled (or waived, if applicable), we can provide no assurance as to the terms, conditions, and timing of the completion of the Merger. Many of the conditions to completion of the Merger are not within either our, Alcon’s or Merger Sub’s control, and we cannot predict when or if these conditions will be fulfilled (or waived, if applicable).

The Merger Agreement also includes termination provisions for both the Company and Alcon. If the Merger Agreement is terminated under specified circumstances, the Company may be required to pay Alcon a termination fee of up to $43.4 million, and if the Merger Agreement is terminated under certain circumstances, including a failure to timely receive required regulatory approvals, Alcon may be required to pay the Company a termination fee equal to $72.4 million.

There can be no assurance that a remedy will be available to us in the event of a breach of the Merger Agreement by Alcon or its affiliates or that we will wholly or partially recover for any damages incurred by us in connection with the Merger. A failed transaction may result in negative publicity and a negative impression of us among our customers or in the investment community or business community generally. Further, any disruptions to our business resulting from the announcement and pendency of the Merger, including any adverse changes in our relationships with our stockholders, customers, suppliers, lenders, partners, officers, employees, governmental entities, and other third parties could continue or accelerate in the event of a failed transaction. In addition, if the Merger is not completed, and there are no other parties willing and able to acquire the Company at a price of $28.00 per share or higher, on terms acceptable to us, the share price of the common stock of the Company may decline to the extent that the current market price of the common stock reflects an assumption that the Merger will be completed.

Also, we have incurred, and will continue to incur, significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger, for which we will have received little or no benefit if the Merger is not completed. Some of these fees and costs will be payable by us even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger.

For additional information related to the Merger Agreement, please refer to our Current Report on Form 8-K filed with the SEC on August 5, 2025 (the “August 5 Form 8-K”). The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to the August 5 Form 8-K.

Lawsuits may be filed against us or our directors or officers challenging the transactions contemplated by the Merger Agreement or the Merger, which could prevent or delay the completion of the Merger or result in the payment of damages.

Litigation relating to the Merger may be filed against us or our directors or officers. Among other remedies, claimants could seek damages and/or to enjoin the Merger and the other transactions contemplated by the Merger Agreement. An adverse ruling in any such lawsuit may delay or prevent the proposed Merger from being completed. Any such actions may create uncertainty relating to the Merger and may be costly and distracting to our management.

If the Merger is not consummated for any reason, litigation could be filed in connection with the failure to consummate the Merger.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the Company’s share repurchase activity for the three months ended June 27, 2025, on a monthly basis:

Period	Total Number of Shares (or Units) Purchased		Average Price Paid per Share (or Unit)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that may yet to be Purchased Under the Plans or Programs (in thousands)(1)
March 29 - April 25, 2025		—	$	—		—	$	30,000
April 26 - May 23, 2025		—		—		—		30,000
May 24 - June 27, 2025		260,515		17.17		260,515		25,521
Total		260,515				260,515

• On May 16, 2025, the Company announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $30 million of its outstanding common stock. During the quarter ended June 27, 2025 the Company purchased 260,515 shares for an aggregate of $4.5 million. As of June 27, 2025, approximately $25.5 million remained available for repurchases pursuant to our share repurchase program. Under the share repurchase program, the Company may repurchase shares in the open market, through privately negotiated transactions, by entering into structured repurchase agreements with third parties, by making block purchases, and/or pursuant to Rule 10b5-1 trading plans. The timing, manner, price, and amount of any repurchases under the program will be determined by the Company in its discretion, subject to market conditions, legal requirements, and other considerations. The Company is not obligated to repurchase any specific number of shares, and the program may be modified, suspended, or discontinued at any time, without prior notice.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

• Trading Plans

During the quarter ended June 27, 2025, no director or officer adopted or terminated:

• Any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); and
• Any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of August 4, 2025, by and among STAAR Surgical Company, Alcon Research, LLC and Rascasse Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K as filed with the Commission on August 5, 2025).
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Appendix 2 of the Company’s Proxy Statement on Form DEF 14A as filed with the Commission on April 26, 2018).
3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission on March 17, 2025).
4.1		Form of Certificate for Common Stock, par value $0.01 per share (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form 8 A/A as filed with the Commission on April 18, 2003).
10.1	*#	Letter of the Company dated June 25, 2025 to Deborah Andrews, Chief Financial Officer, regarding employment and compensation.
10.2	*#	Consulting Agreement dated April 24, 2025 between the Company and Wei Jiang.
31.1	*	Certifications Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	*	Certifications Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	**	Certification Pursuant to 18 U.S.C. Section 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
101	*	Financial statements from the quarterly report on Form 10-Q of STAAR Surgical Company for the quarter ended June 27, 2025 formatted in Inline Extensible Business Reporting Language (iXBRL), are filed herewith and include: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements tagged as blocks of text.
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2025, has been formatted in Inline XBRL with applicable taxonomy extension information contained in Exhibit 101.
#	Management contract or compensatory plan, contract or arrangement.
---	---
*	Filed herewith.
**	Certification furnished herewith solely to accompany this annual report pursuant to 18 U.S.C. Section 1350. Certification is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.

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 thereunto duly authorized.

		STAAR SURGICAL COMPANY
Dated:	August 6, 2025	By:	/s/ DEBORAH ANDREWS
			Deborah Andrews
			Chief Financial Officer
			(on behalf of the Registrant and as its principal financial officer)

EX-10.1

Exhibit 10.1

June 25, 2025

Dear Deborah:

On behalf of STAAR Surgical Company (“STAAR”), I want to thank you for your contributions to STAAR’s success as Interim Chief Financial Officer. As we discussed, STAAR is pleased to offer you the position of Chief Financial Officer, reporting to Stephen Farrell, Chief Executive Officer, effective June 25, 2025.

Your new annual base salary will be $495,000, and you will be eligible for all the health and welfare benefits offered to Executives through STAAR’s current policies.

Subject to approval of the Compensation Committee of the Board of Directors, you will receive an initial equity award valued at $1,400,000 to be granted on your start date. The total value of your equity award will be 50% in restricted stock units (RSUs) and 50% in performance stock units (PSUs). The RSUs will vest over a three-year period: 33% cliff vesting upon the first anniversary of the grant, 33% vesting on the second anniversary and 33% vesting on the third anniversary off the grant. The PSUs will vest according to STAAR’s 2025 PSU Plan and PSU Award Agreement for the performance period ending December 31, 2027. Additionally, you will be eligible to receive annual equity awards through participation in STAAR’s Equity Incentive Plan.

In addition, you will participate in our Corporate Annual Incentive Bonus Program. You will have a target bonus of 55% (prorated) of your annual base salary, which will be payable on an annual basis and subject to the successful achievement of corporate and personal goals and objectives.

You are also eligible to participate in the Executive Severance and Change in Control Agreement.

By accepting this offer, you acknowledge that the compensation and benefits set forth in this letter replace and supersede that letter dated March 14, 2025, with respect to your role as Interim Chief Financial Officer.

Please note that employment is at the mutual consent of the employee and STAAR and can be terminated “at will,” with or without cause, by either you or STAAR in its sole discretion at any time.

Deborah, we are very excited to have you as part of the STAAR Executive Team. We believe your contributions will quickly have a significant and long lasting impact on STAAR.

Sincerely,

/s/ Bill Goodmen

Bill Goodmen

Vice President Global Human Resources

cc. Steve Farrell

/s/ Deborah Andrews	06/27/2025
Deborah Andrews	Date

STAAR Surgical Company W: staar.com

25510 Commercentre Dr., Lake Forest, CA 92630 P: (626) 303-7902

EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is entered into an effective as of April 24, 2025 (the “Effective Date”), by and between STAAR Surgical Company, a Delaware corporation on behalf of itself and any and all affiliated entities (together, the “Company”) and Wei Jiang (the “Consultant”).

RECITALS

A. The Company is a leading developer, manufacturer and marketer of phakic implantable lenses used in refractive surgery and accessory delivery systems related thereto (the “Business”).

B. The Consultant currently serves as a member of the Company’s Board of Directors and has developed an understanding of the challenges and opportunities facing the Company’s business in the Asia Pacific region.

C. The Consultant has over 25 years of business and operations leadership experience in the Asia Pacific region, including his most recent service as Executive Vice President and President, Bayer Pharmaceuticals Region China & APAC, and President, Bayer Group Greater China Region, until his retirement in 2021.

D. The Company wishes to retain the Consultant, and the Consultant wishes to be retained by the Company on the terms set forth in this Agreement, effective as of the Effective Date.

NOW, THEREFORE, in consideration of the premises stated above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant agree as follows:

AGREEMENT

1. Term. The Company retains the Consultant and the Consultant accepts this appointment with the Company for a period beginning as of 12:00 p.m. Pacific Time on the Effective Date and ending December 31, 2025 (such period, the “Term”).

2. Role and Duties of the Consultant. The Consultant shall serve as the Chief of APAC Strategy for the Company and shall perform the services described in Exhibit A to this Agreement. The Consultant will determine the method, details and means of performing the services.

3. Compensation. As compensation for the services performed pursuant to this Agreement, the Company will grant the Consultant restricted stock units (“RSUs”) pursuant to the Company’s Amended and Restated Omnibus Equity Incentive Plan, as amended (the “Plan”), which will be granted on May 12, 2025, with a grant date value of $1,275,000. The RSUs will vest as to one-third of the shares subject thereto on each of August 12, 2025, November 12, 2025, and January 12, 2026, subject to the terms of the RSU award agreement therefor and the Plan.

4. Nondisclosure and Noncompetition.

4.1. Access to Confidential Information. The Consultant acknowledges that during the Term of this Agreement, the Consultant will have access to, view, make use of and add value to confidential proprietary information of the Company, which includes, without limitation, trade secrets, systems, designs, methods, formulae, specifications, proprietary techniques, documentation, manuals, files, records, computer software programs, white papers, other confidential reports and communications and

lists of and information relating to suppliers, customers and prospects, whether provided by the Company or developed by the Consultant (“Confidential Information”). The Consultant further acknowledges that any information and materials received by the Company from third parties in confidence (including materials so received by the Consultant on behalf of the Company) shall be included in the definition of Confidential Information.

4.2. Nondisclosure of Confidential Information. The Consultant agrees to hold all Confidential Information in strict confidence, and agrees not to directly or indirectly disclose, divulge, reveal, report, publish or transfer, for any purpose whatsoever, any Confidential Information to any person or entity. The Consultant acknowledges that the Company holds all right, title, and interest in and to all tangible and intangible incidents of the Confidential Information, including, without limitation, all trade secrets, copyrights, patent rights and derivative works pertaining thereto, and that this agreement conveys to the Consultant only a limited right to use the Confidential Information in the course of performing this Agreement. Such right is fully revocable in accordance with the provisions of this Agreement. The Consultant further agrees that, except for such right of use, it shall not assert any right, title, or interest in or to the Confidential Information. The Consultant agrees to return all Confidential Information in the Consultant's possession or under the Consultant's control at the request of the Company or, in the absence of such a request, upon the termination of this Agreement.

4.3. No Unfair Use by the Consultant. The Consultant agrees that the Consultant shall not use Confidential Information in any way or at any time except as required in the course of the Consultant’s business relationship with the Company, nor will the Consultant appropriate Confidential Information for the Consultant’s own use or the use of any other party. The Consultant agrees that any use, appropriation or disclosure of Confidential Information not in accordance with this Agreement constitutes unfair competition. The Consultant promises and agrees not to engage in any unfair competition with the Company.

4.4. Right of Injunction. As any breach by the Consultant of its covenants and agreements in this section may cause irreparable injury to the Company that cannot be redressed by the payment of monies, the Company shall be entitled to enjoin any such threatened or continuing violation.

4.5. Excluded Information. “Confidential Information” shall not include information which is or becomes publicly available without breach of (i) this Agreement, (ii) any other agreement or instrument to which the Company is a party or a beneficiary or (iii) any duty owed to the Company by the Consultant or any third party; provided, however, that the Consultant hereby acknowledges and agrees that if the Consultant shall seek to disclose, divulge, reveal, report, publish, transfer or use any Confidential Information to any third party, the Consultant shall bear the burden of proving that any such information shall have become publicly available without any such breach. Disclosure of Confidential Information shall not be prohibited if such disclosure is directly pursuant to a valid and existing order of a court or other governmental body or agency; provided, however, that (i) the Consultant shall first have given prompt notice to the Company of any such possible or prospective order (or proceeding pursuant to which any such order may result) and (ii) the Company shall have been afforded a reasonable opportunity to prevent or limit any such disclosure. Further, the Company acknowledges and agrees that pursuant to the federal Defend Trade Secrets Act: (i) an individual shall 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 in confidence to a federal, state or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; (ii) an individual shall 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 in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (iii) 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 attorney of the individual 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.

5. Ownership of Information.

5.1. Property Belonging to the Company. The Consultant agrees that all right, title and interest in any findings, reports, inventions, writings, disclosures, discoveries, computer code, developments and improvements written, invented, made or conceived by the Consultant and relating to implantable devices, instruments or equipment for ophthalmic surgery or related procedures (“inventions”) in the course of or arising out this Agreement and with the Company’s equipment, supplies, facilities or confidential proprietary information shall be the sole and exclusive property of the Company and shall be work made for hire. The Consultant agrees to disclose all such inventions to the Company.

5.2. Further Acts. The Consultant agrees that, both during and after the Consultant's engagement by the Company, upon the request of the Company and without further compensation, but at no expense to the Consultant, the Consultant shall execute any instruments and to do all other things reasonably requested by the Company, including the giving of testimony, that in the opinion of the Company, its successors or assigns, may be necessary or desirable in order to obtain, sustain, reissue and renew, and in order to enforce, perfect, record and maintain the Company’s rights to its inventions, including without limitation patent applications and United States and foreign patents on the Company’s inventions, and copyright registrations on the Company’s inventions.

6. Termination Without Cause.

6.1. Termination Due to Death. This Agreement shall be terminated upon the death of the Consultant and no further payments shall be made pursuant to its terms.

6.2. Termination Due to Disability. The Company reserves the right to terminate this Agreement immediately after the Consultant suffers any physical or mental disability that, in the Company’s sole determination, would prevent the performance of the Consultant’s duties under this Agreement. A termination pursuant to this section shall be effected by giving ten days’ written notice of termination to the Consultant.

6.3. Termination Not For Cause. Termination of this Agreement under this Section 6 shall not be considered “for cause.”

7. Termination for Cause.

7.1. Termination for Cause. The Company reserves the right to immediately terminate this Agreement if the Consultant breaches this Agreement or habitually neglects the duties that he or she is required to perform hereunder, or if he commits acts of dishonesty, fraud, or misrepresentation, misuses or misappropriates Confidential Information, or engages in unfair competition with the Company as contemplated by Section 4 above. The Company reserves the right to immediately terminate this Agreement if the Consultant fails to promptly and faithfully comply with all present and future policies, requirements, directions, requests and rules and regulations of the Company or fails to conform to all laws and regulations or commits any act or becomes involved in any situation or occurrence tending to bring the Company into public scandal or ridicule or which will reflect unfavorably on the reputation of the Company.

7.2. Notice of Termination/No Election of Remedies. If the Company terminates this Agreement pursuant to Section 7.1 above, the Company shall give written notice of termination to the Consultant without prejudice to any other remedy to which the Company may be entitled, either at law or in equity, under this Agreement.

7.3. Termination For Cause. Termination of this Agreement under this section shall be considered termination “for cause.”

8. Termination by Notice. With the exception of the obligations set forth in Section 10, either party may terminate this Agreement upon thirty days’ written notice to the other party.

9. Survival of Obligations. The Consultant’s obligations under Sections 4, 5, 15 and 16 represent a continuing obligation of the Consultant and shall survive any termination or expiration of this Agreement.

10. Status of the Consultant. The Consultant understands and agrees that he is not an employee of the Company and that he shall not be entitled to receive employee benefits from the Company, including, but not limited to, sick leave, vacation, retirement, death benefits, an automobile, stock in the Company and/or participation in profits earned by the Company. The Consultant shall be responsible for providing, at the Consultant’s expense and in the Consultant’s name, disability, worker’s compensation or other insurance as well as licenses and permits usual or necessary for conducting the services hereunder. Furthermore, the Consultant shall pay, when and as due, any and all taxes incurred as a result of the Consultant’s compensation hereunder, including estimated taxes, and shall provide the Company with proof of said payments, upon demand. The Consultant hereby indemnifies the Company for any claims, losses, costs, fees, liabilities, damages or injuries suffered by the Company arising out of the Consultant’s breach of this section. Notwithstanding the foregoing, the parties agree that any restricted stock units granted to the Consultant by the Company that were outstanding as of the Effective Date and that had not previously become vested, payable or free from restrictions as of the Effective Date shall continue to vest during the Term of this Agreement in accordance with the terms of the applicable incentive award agreements therefor as if the Consultant had remained continuously employed by the Company. The parties also agree that Consultant’s continued service hereunder shall not extend the exercise period for any stock options held by Consultant, and that in accordance with the Separation Agreement and General Release between the parties executed as of the date hereof, Consultant’s rights to exercise any stock options held by Consultant that are unexercised as of the date hereof will be terminated and forfeited effective as of the Effective Date.

11. Representations by the Consultant. The Consultant represents that the Consultant has the qualifications and ability to perform the services in a professional manner, without the advice, control, or supervision of the Company.

12. Business Expenses. The Company shall reimburse the Consultant for all reasonable travel, supplies, and business expenses incurred by the Consultant during the Term of this Agreement, provided that each such expenditure qualifies as a proper deduction on the Company’s federal and state income tax return. Each such expenditure shall be reimbursable only if the Consultant furnishes to the Company adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of that expenditure as an income tax deduction. The Consultant may not incur any single business expense in an amount exceeding one thousand dollars ($1,000.00) without the express prior written consent of the Company. The Company shall, in its sole discretion, reimburse the Consultant or not, for any business expense which exceeds such amount and which is incurred by the Consultant without the prior written consent of the Company.

13. Notices. Unless otherwise specifically provided in this Agreement, all notices or other communications (collectively and severally called “Notices”) required or permitted to be given under this Agreement, shall be in writing, and shall be given by: (A) personal delivery (which form of Notice shall be deemed to have been given upon delivery), (B) by telegraph or by private airborne/overnight delivery service (which forms of Notice shall be deemed to have been given upon confirmed delivery by the delivery agency), or (C) by electronic mail or facsimile or telephonic transmission, provided the receiving party has a compatible device or confirms receipt thereof (which forms of Notice shall be deemed delivered upon confirmed transmission or confirmation of receipt). Notices shall be addressed to the address set forth in the introductory section of this Agreement, or to such other address as the receiving party shall have specified most recently by like Notice, with a copy to the other party.

14. Choice of Law and Venue. This Agreement shall be governed according to the laws of the state of California. Venue for any legal or equitable action between the Company and the Consultant which relates to this Agreement shall be in the courts of the State of California in the County of Los Angeles and the Central District of California of the United States District Court.

15. Indemnification. The Consultant hereby agrees to indemnify, defend and hold harmless the Company, and the Company’s officers, directors, and shareholders from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including, without limitation, interest, penalties, and reasonable attorney fees and costs, that the Company may incur or suffer and that arise, result from, or are related to any breach or failure of the Consultant to perform any of the representations, warranties and agreements contained in this Agreement.

16. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the consulting services to be rendered by the Consultant to the Company, and contains all of the covenants and agreements between the parties with respect to the consulting services to be rendered by the Consultant to the Company. For the avoidance of doubt, this Agreement does not in any way modify or alter any agreements between the parties hereto with respect to Consultant’s service on the Company’s Board of Directors. Each party to this agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, that are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party.

17. Independent Contractor. The Consultant shall at all times be an independent contractor hereunder, and not a co-venturer, agent, employee or representative of the Company, and no act, action or omission to act of the Consultant shall in any way be binding upon or obligate the Company. No change in the Consultant's duties as a consultant of the Company shall result in, or be deemed to be, a modification of the terms of this Agreement. The Company shall not be treated as an employee for federal tax purposes. The Consultant hereby represents and warrants to the Company that the Consultant is an independent contractor for federal, state and local tax purposes. Further, the Consultant hereby covenants and agrees to pay any and all federal, state and local taxes required by law to be paid by an independent contractor, including, without limitation, any taxes imposed by the Self Employment Contribution Act.

18. Arbitration. The parties hereby agree that all controversies, claims and matters of difference shall be resolved by binding arbitration before the American Arbitration Association (the “AAA”) located in Los Angeles County, California according to the rules and practices of the AAA from time-to-time in force; provided however that the parties hereto reserve their rights to seek and obtain injunctive or other equitable relief from a court of competent jurisdiction, without waiving the right to compel such arbitration pursuant to this section. The arbitrator shall apply California law in rendering a decision.

19. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, then and, in that event: (A) the performance of the offending term or provision (but only to the extent its application is invalid, illegal or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of such excused provision, there shall be added a provision as similar in terms and amount to such excused provision as may be possible and be legal, valid and enforceable, and (B) the remaining part of this Agreement (including the application of the offending term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be affected thereby and shall continue in full force and effect to the fullest extent provided by law.

20. Amendment or Waiver. No amendment to this Agreement shall be valid unless in writing and signed by both parties hereto. No waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the party against whom such waiver is sought to be enforced; moreover, no valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or shall be deemed a valid waiver of such provision at any other time.

21. Preparation of Agreement. It is acknowledged by each party that such party either had separate and independent advice of counsel or the opportunity to avail itself or himself of same. In light of these facts it is acknowledged that no party shall be construed to be solely responsible for the drafting hereof, and therefore any ambiguity shall not be construed against any party as the alleged draftsman of this Agreement.

22. Data Privacy. The Company and Consultant each acknowledge and agree that where a party processes personal data under or in connection with this Agreement it alone determines the purposes and means of such processing as a data controller. To the extent Consultant discloses, provides or otherwise makes available, personal data to Company under or in connection with the Agreement (“Shared Personal Data”), Consultant acknowledges that Company and its agents may process such Shared Personal Data for any purpose related to this Agreement, including for any purpose necessary to comply with applicable law. In connection with the Shared Personal Data, Consultant warrants that it: (a) has provided adequate notices to, and obtained valid consents from, the relevant individuals, in each case, to the extent necessary for Company or its agents to process the Shared Personal Data in connection with this Agreement which may include the transfer of the Shared Personal Data to Company outside of the European Economic Area (EEA); and (b) shall not, by act or omission, cause Company to violate any Data Protection Laws, notices provided to, or consents obtained from, data subjects as result of processing the Shared Personal Data in connection with this Agreement. In addition, Consultant agrees to comply with applicable data protection and data privacy laws.

23. Counterparts. This Agreement may be executed manually or by facsimile signature in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Consulting Agreement on the date first written above.

CONSULTANT	COMPANY<br>STAAR SURGICAL COMPANY
/s/ Wei Jiang	/s/ Nathaniel Sisitsky
Wei Jiang	Nathaniel Sisitsky<br>Chief Legal Officer

EXHIBIT A

DUTIES OF CONSULTANT

Consultant shall analyze and make recommendations to Company management related to (i) inventory and distributor management; (ii) demand generation and competitiveness; (iii) launch planning and timelines for new product introductions; and (iv) pricing models.

EX-31.1

Exhibit 31.1

Certifications

I, Stephen C. Farrell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of STAAR Surgical Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:	August 6, 2025	/s/ STEPHEN C. FARRELL
		Stephen C. Farrell
		Chief Executive Officer
		(principal executive officer)

EX-31.2

Exhibit 31.2

Certifications

I, Deborah Andrews, certify that:

1. I have reviewed this quarterly report on Form 10-Q of STAAR Surgical Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:	August 6, 2025	/s/ DEBORAH ANDREWS
		Deborah Andrews
		Chief Financial Officer
		(principal financial officer)

EX-32.1

Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the period ended June 27, 2025 (the “Report”) by STAAR Surgical Company (“Registrant”), each of the undersigned hereby certifies that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant as of and for the periods presented in the Report.

Dated:	August 6, 2025	/s/ STEPHEN C. FARRELL
		Stephen C. Farrell
		Chief Executive Officer
		(principal executive officer)
Dated:	August 6, 2025	/s/ DEBORAH ANDREWS
---	---	---
		Deborah Andrews
		Chief Financial Officer
		(principal financial officer)

A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to STAAR Surgical Company and will be furnished to the Securities and Exchange Commission or its staff upon request.