SKIN files Supplemental Indenture No.1 with U.S. Bank Trust (Sept 4, 2025)

The Beauty Health Company (SKIN) filed a Current Report on Form 8-K reporting a material event dated September 4, 2025.

Rhea-AI Filing Summary

The Beauty Health Company (SKIN) filed a Current Report on Form 8-K reporting a material event dated September 4, 2025. The filing incorporates by reference a Supplemental Indenture No. 1 dated September 4, 2025 among The Beauty Health Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, acting as trustee and collateral agent. The document includes an exhibit list and an embedded Inline XBRL cover page data file. The report is signed by Michael Monahan, Chief Financial Officer.

Insights

Securities Analyst

TL;DR The company filed a supplemental indenture as a material event; details of terms are not included in the excerpt.

The filing confirms execution of Supplemental Indenture No. 1 with U.S. Bank Trust Company as trustee and collateral agent, and identifies guarantors party to the agreement. The excerpt discloses the existence and parties to the instrument and provides the official signature by the CFO, but it does not present the indenture's financial terms, covenants, amendments, maturity changes, or any amounts secured. Without the text of the indenture or additional exhibits, material economic impact cannot be assessed from this content alone.

Corporate Governance Expert

TL;DR The 8-K reports execution of a supplemental indenture; governance disclosure is present but substantive terms are absent.

The filing satisfies disclosure formality by listing the supplemental indenture as an exhibit and providing an authorized signature. It indicates that guarantors are party to the arrangement and that U.S. Bank Trust Company will serve as trustee and collateral agent. The excerpt lacks details on governance or creditor rights changes, security interests, or amendment specifics, so it is not possible to evaluate effects on stakeholder rights from the provided text.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did The Beauty Health Company (SKIN) report in the Form 8-K?

The company reported a material event consisting of a Supplemental Indenture No. 1 dated September 4, 2025, filed as an exhibit to the Form 8-K.

Who are the parties to the Supplemental Indenture disclosed by SKIN?

The indenture is among The Beauty Health Company, the guarantors party thereto, and U.S. Bank Trust Company, National Association as trustee and collateral agent.

Does the filing include financial terms or amendments of the indenture?

No. The provided excerpt only identifies the supplemental indenture and parties; it does not include financial terms, covenants, or amendments.

Is there an official signature on the 8-K excerpt?

Yes. The excerpt is signed by Michael Monahan, Chief Financial Officer.

Does the document include machine-readable data?

Yes. The filing references an embedded Inline XBRL Cover page Interactive Data File.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/04/2025 - 04:28 PM Learn about SEC filing dates

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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): September 4, 2025

The Beauty Health Company

(Exact name of registrant as specified in its charter)

Delaware		001-39565		85-1908962
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2165 Spring Street

Long Beach, CA

(Address of principal executive offices)

90806

(Zip Code)

(800) 603-4996

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		SKIN		The Nasdaq Capital Market

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

Emerging growth company ☐

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

Item 1.01. Entry into a Material Definitive Agreement.

On September 4, 2025, The Beauty Health Company (the “Company”), certain domestic subsidiaries of the Company (the “Existing Guarantors”) and certain foreign subsidiaries of the Company (the “New Guarantors”) entered into Supplemental Indenture No.1 (the “Supplemental Indenture”) with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). The Supplemental Indenture modified that certain indenture (the “Indenture”), dated as of May 27, 2025, among the Company, the Existing Guarantors, the Trustee and the Collateral Agent, related to the Company’s 7.95% Convertible Senior Notes due 2028 (the “Notes”), to (i) provide for the guarantee of the Notes by the New Guarantors, which are secured on a first-priority basis by substantially all assets of such guarantors, subject to certain exceptions, and (ii) cure certain ambiguities, omissions, defects and inconsistencies in the Indenture.

The foregoing description of the Supplemental Indenture is a summary and is not complete. A copy of the Form of Supplemental Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
4.1	Supplemental Indenture No. 1, dated September 4, 2025, among The Beauty Health Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent.
104	Cover page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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

Date: September 4, 2025	The Beauty Health Company
	/s/ Michael Monahan
	Michael Monahan
	Chief Financial Officer

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