Henkel buys Olaplex (NASDAQ: OLPX) for $2.06 a share in $1.4B deal

Rhea-AI Filing Summary

Olaplex Holdings, Inc. has completed its merger with Henkel US Operations Corporation, taking the company private. At the effective time of the merger, each outstanding share of Olaplex common stock (other than excluded and dissenting shares) was converted into the right to receive $2.06 in cash per share, and all such shares were cancelled.

The buyer valued Olaplex’s equity at approximately $1.4 billion and used cash on hand to fund the transaction. Olaplex also repaid about $357.6 million outstanding under its 2022 Credit Agreement, incurring no early termination penalties. Following the closing, Olaplex’s stock ceased trading on Nasdaq, the company is being delisted and deregistered, existing equity incentive plans were terminated, options and RSUs were cashed out or canceled per their terms, the board was reconstituted, and new charter and bylaws were adopted.

Insights

M&A and capital structure analyst

Olaplex is acquired for cash, delisted, and de-levered.

The merger makes Olaplex a wholly owned subsidiary of Henkel US Operations Corporation, with public shareholders cashed out at $2.06 per share. The reported total equity value is about $1.4 billion, indicating a sizable branded-beauty transaction funded from Henkel’s cash.

Olaplex used closing proceeds to repay approximately $357.6 million under its 2022 Credit Agreement, and the facility was terminated without early repayment penalties. This eliminates that debt and associated liens, simplifying the capital structure under private ownership.

Shares have been delisted from Nasdaq, and the company plans Form 25 and Form 15 filings to terminate registration and reporting. Existing options and RSUs were converted to cash or canceled based on the $2.06 price, and legacy equity plans were terminated, aligning incentives with the new private structure.

8-K Event Classification

9 items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

9 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Merger cash price: $2.06 per share Transaction equity value: $1.4 billion Debt repaid at closing: $357.6 million

3 metrics

Merger cash price $2.06 per share Cash merger consideration per Olaplex common share

Transaction equity value $1.4 billion Approximate total equity value of Olaplex in the merger

Debt repaid at closing $357.6 million Outstanding indebtedness under 2022 Credit Agreement repaid in full

Key Terms

Merger Consideration, Dissenting Shares, Credit Agreement, Form 25, +2 more

6 terms

Merger Consideration financial

"was converted automatically into the right to receive $2.06 per Share (the “Merger Consideration”)"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Dissenting Shares regulatory

"other than ... that are canceled or converted and other than Dissenting Shares), was converted automatically"

Dissenting shares are shares held by investors who formally oppose a proposed corporate action—such as a merger or takeover—and choose to demand a cash payment for the value of their stock instead of accepting the deal’s terms. This matters to investors because it can slow or complicate a transaction, trigger a legal process to set a fair price, and affect how much cash a company must pay out, which in turn influences the financial outcome for all shareholders.

Credit Agreement financial

"terminated all commitments under that certain Credit Agreement, dated as of February 23, 2022"

A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.

Form 25 regulatory

"requested that Nasdaq file with the SEC a Notification of Removal From Listing and Registration on Form 25"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"intends to file a Form 15 with the SEC to terminate the registration of the Common Stock"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

change in control financial

"As a result of the consummation of the Merger, a change in control of the Company occurred"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

What happened to Olaplex Holdings (OLPX) in this 8-K filing?

Olaplex completed a merger with Henkel US Operations Corporation, becoming a wholly owned subsidiary. All public common shares were converted into cash at $2.06 per share, the stock ceased trading on Nasdaq, and the company is moving toward deregistering its shares.

What cash price per share are Olaplex (OLPX) stockholders receiving?

Each outstanding share of Olaplex common stock is being converted into the right to receive $2.06 in cash, without interest. This consideration is subject to required tax withholding and applies to all eligible shares that were outstanding immediately before the effective time of the merger.

What is the total equity value of Henkel’s acquisition of Olaplex (OLPX)?

The transaction assigns Olaplex a total equity value of approximately $1.4 billion. Henkel US Operations Corporation and its affiliates funded the purchase using cash on hand to pay stockholders and settle related obligations at closing, including repaying the company’s existing credit facility.

What happens to Olaplex (OLPX) Nasdaq listing and SEC reporting after the merger?

Olaplex common stock has ceased trading on the Nasdaq Global Select Market and is eligible for delisting. The company requested Nasdaq file Form 25 to remove the listing, and the surviving corporation intends to file Form 15 to terminate registration and suspend periodic SEC reporting obligations.

How were Olaplex (OLPX) options and RSUs treated in the merger?

Each outstanding stock option was canceled and converted into cash equal to shares underlying the option times the excess of $2.06 over its exercise price, with underwater options canceled for no value. Each restricted stock unit was canceled and exchanged for cash equal to underlying shares multiplied by $2.06.

Did Olaplex repay its outstanding debt as part of the Henkel transaction?

Yes. In connection with closing, Olaplex repaid in full approximately $357.6 million outstanding under its February 2022 Credit Agreement and terminated all related commitments. The company incurred no early termination penalties, and related security interests and guarantees were automatically released.

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Available on EDGAR 07/07/2026 - 09:14 AM Accepted by SEC EDGAR 07/07/2026 - 09:13 AM Learn about SEC filing dates

false 0001868726 --12-31 0001868726 2026-07-07 2026-07-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2026

Olaplex Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40860		87-1242679
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

432 Park Avenue South, Third Floor, New York, NY 10016

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (310) 691-0776

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		OLPX		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note.

As previously disclosed, on March 26, 2026, Olaplex Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Henkel US Operations Corporation, a Delaware corporation (“Parent”), and Margot Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on July 7, 2026, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned Subsidiary of Parent (the “Merger”). Capitalized terms used herein but not otherwise defined have the respective meanings set forth in the Merger Agreement.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger, on July 7, 2026, the Company repaid in full all outstanding indebtedness and terminated all commitments under that certain Credit Agreement, dated as of February 23, 2022, by and among Olaplex, Inc., as the borrower, Penelope Intermediate Corp., as holdings, Goldman Sachs Bank USA, as administrative agent for the lenders, as collateral agent for the secured parties, as an issuing bank and as the swingline lender, and each other lender and issuing bank from time to time party thereto (as amended, the “Credit Agreement”). The Company’s payment to the lenders under the Credit Agreement was approximately $357.6 million, which satisfies all of the Company’s outstanding debt obligations under the Credit Agreement (other than any contingent unasserted obligations which by their terms survive the termination of the Credit Agreement). The Company did not incur any early termination penalties as a result of the repayment of indebtedness or termination of the Credit Agreement. In connection with the repayment of outstanding indebtedness by the Company, the borrower and holdings were automatically released from all security interests, liens, encumbrances and guarantees under the Credit Agreement and the other related collateral documents.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share (a “Share” and collectively, the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than Shares held by the Company as treasury stock or held directly by Parent or Merger Sub, or any direct or indirect wholly owned Subsidiaries of the Company, Parent or Merger Sub immediately prior to the Effective Time that are canceled or converted and other than Dissenting Shares), was converted automatically into the right to receive $2.06 per Share (the “Merger Consideration”), payable net to the holder in cash, without interest, subject to any withholding of taxes required by applicable law as provided in the Merger Agreement, and all such Shares were automatically canceled and ceased to exist.

Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Shares granted under the Company’s 2021 Equity Incentive Plan, the Company’s Amended & Restated 2020 Omnibus Equity Incentive Plan and any other effective equity or equity-based incentive plan sponsored by the Company or its affiliates (each such option a “Company Option”, and such equity or equity-based incentive plans, collectively, the “Company Equity Plans”) that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was automatically canceled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the aggregate number of Shares underlying such Company Option multiplied by (y) the excess, if any, of the Merger Consideration over the per Share exercise price of such Company Option; provided, however, that any Company Option that had a per Share exercise price that was equal to or greater than the Merger Consideration was canceled for no consideration.

Pursuant to the Merger Agreement, at the Effective Time, each award of restricted stock units covering Shares granted under the Company Equity Plans (each, a “Company RSU Award”) that was outstanding immediately prior to the Effective Time (whether vested or unvested) was automatically canceled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the aggregate number of Shares underlying such Company RSU Award multiplied by (y) the Merger Consideration.

The information set forth in the Introductory Note and Items 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which was included as Exhibit 2.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on March 26, 2026 and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Company notified representatives of Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and requested that Nasdaq delist the Common Stock. As a result, shares of Common Stock ceased to trade on the Nasdaq Global Select Market prior to market open on July 7, 2026, and became eligible for delisting from Nasdaq and termination of registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has requested that Nasdaq file with the SEC a Notification of Removal From Listing and Registration on Form 25 to delist the Common Stock from Nasdaq under Section 12(b) of the Exchange Act on July 7, 2026. After the Form 25 becomes effective, the Surviving Corporation intends to file a Form 15 with the SEC to terminate the registration of the Common Stock under Section 12(g) of the Exchange Act and suspend its reporting obligations with the SEC under Sections 13 and 15(d) of the Exchange Act.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

In connection with the consummation of the Merger, at the Effective Time, holders of shares of Common Stock, Company Options and Company RSU Awards ceased to have any rights in connection with their holding of such securities (other than their right to receive the consideration described in Item 2.01).

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosures set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became a wholly owned Subsidiary of Parent. The total equity value of the transaction was approximately $1.4 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from cash on hand of Parent and its affiliates.

The information set forth in the Introductory Note of this Current Report on Form 8-K and the disclosures set forth in Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, effective as of the Effective Time, John P. Bilbrey, Amanda Baldwin, Christine Dagousset, Pamela Edwards, Deirdre Findlay, Tricia Glynn, Jerome Griffith, Martha Morfitt, David Mussafer, Emily White and Michael White ceased to be members of the Company’s board of directors or any committee thereof.

In connection with the Merger, effective as of the Effective Time, Amanda Baldwin, John Duffy, Melisa Gill, and Martijn de Regt were appointed as directors of the Company. 

Effective as of the Effective Time, the Company terminated the Company’s 2021 Equity Incentive Plan and the Company’s Amended & Restated 2020 Omnibus Equity Incentive Plan.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K and the disclosure set forth in Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company, each as in effect immediately prior to the Effective Time, were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 8.01 Other Events.

The Company previously disclosed that it intended to hold its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on July 9, 2026. In consideration of the closing of the Merger, the board of directors of the Company has canceled the 2026 Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated March 26, 2026, by and among Parent, Merger Sub and the Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 26, 2026).
3.1		Second Amended and Restated Certificate of Incorporation of Olaplex Holdings, Inc.
3.2		Third Amended and Restated Bylaws of Olaplex Holdings, Inc.
104		Cover Page Interactive Data File, formatted in Inline XBRL.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: July 7, 2026				Olaplex Holdings, Inc.
				By:		/s/ Amanda Baldwin
				Name:		Amanda Baldwin
				Title:		Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 5.7 KB
• EX-3.2 EX-3.2 54.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB