STOCK TITAN

STAAR Surgical Q3 2026 sales fall to $83.4M

STAAR placed its cloud-based enterprise resource planning and customer relationship management systems into service at the beginning of the second quarter of 2026.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

STAAR Surgical Company (STAA) reported third-quarter net sales of $83.411 million, compared with $94.732 million for the three months ended September 26, 2025, and net income of $5.575 million versus $8.884 million. For the nine months ended October 2, 2026, net sales were $270.468 million, compared with $181.641 million for the nine months ended September 26, 2025, and net income was $18.839 million versus a $62.139 million loss.

Net cash provided by operating activities for the nine months was $25.310 million, compared with $30.316 million used in the prior-year period. Cash and cash equivalents were $133.610 million as of October 2, 2026, compared with $153.150 million as of January 2, 2026.

China distributors accounted for 51% of sales in the nine months ended October 2, 2026, compared with 33% in the prior-year period, and 61% of trade receivables as of October 2, 2026, compared with 33% as of January 2, 2026. The board authorized a share repurchase program of up to $50.0 million; no shares were repurchased under it during the quarter.

3 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 2 points

How the balance works

Positive

  • Moderate pointNine-month net sales were $270.468 million, versus $181.641 million.
  • Moderate pointNine-month net income was $18.839 million, versus a $62.139 million loss.
  • Moderate pointOperating cash flow was $25.310 million, versus $30.316 million used.

Negative

  • Moderate pointThird-quarter net sales were $83.411 million, versus $94.732 million.
  • Moderate pointThird-quarter net income was $5.575 million, versus $8.884 million.

Filing Explained

As of October 2, 2026, the STAAR equity plan had 3,730,108 shares available for grant, not already issued shares. The plan permits options, restricted stock units and performance stock units; any resulting additional share issuance would reduce existing holders’ percentage ownership.

Three-month net sales $83.411 million; $94.732 million in the comparative period Three months ended October 2, 2026; comparative period ended September 26, 2025
Three-month net income $5.575 million; $8.884 million in the comparative period Three months ended October 2, 2026; comparative period ended September 26, 2025
Nine-month net sales $270.468 million; $181.641 million in the comparative period Nine months ended October 2, 2026; comparative period ended September 26, 2025
Nine-month net income $18.839 million; $(62.139) million in the comparative period Nine months ended October 2, 2026; comparative period ended September 26, 2025
Net cash provided by operating activities $25.310 million; $30.316 million used in the comparative period Nine months ended October 2, 2026; comparative period ended September 26, 2025
Cash and cash equivalents $133.610 million As of October 2, 2026
China distributors' share of sales 51%; 33% in the comparative period Nine months ended October 2, 2026 and September 26, 2025, respectively
Share repurchase authorization Up to $50.0 million Authorized in September 2026
Investments available for sale financial
"Investments available for sale (“AFS”)"
consignment sales financial
"recorded as consignment sales"
right-of-use assets financial
"Operating lease right-of-use assets, net"
Right-of-use assets are the rights a company gains to use a physical space or equipment under a lease agreement. They are recorded as assets on the company's balance sheet, reflecting the value of future benefits from the leased item. For investors, these assets provide a clearer picture of a company's obligations and resources related to leasing arrangements, helping to assess its financial health and operational commitments.
anti-dilutive financial
"their effect would have been anti-dilutive"
A claim, security feature, or action described as anti-dilutive prevents or does not cause a reduction in existing shareholders’ per-share values when additional shares could be issued. For example, certain convertible securities or corporate actions are treated as anti-dilutive for earnings-per-share calculations if including them would raise EPS rather than lower it; investors watch this because it affects reported per-share metrics, ownership percentages, and valuation comparisons, like keeping pie slices the same size instead of making them smaller.

FAQ

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

How much revenue did STAA report in the third quarter of 2026?

STAAR Surgical reported net sales of $83.411 million for the three months ended October 2, 2026, compared with $94.732 million for the three months ended September 26, 2025.

Was STAA profitable in the first nine months of 2026?

STAAR Surgical reported net income of $18.839 million for the nine months ended October 2, 2026, compared with a net loss of $62.139 million for the nine months ended September 26, 2025.

What is STAA's share repurchase authorization?

In September 2026, the board authorized a program allowing repurchases of up to $50.0 million of outstanding common stock. The company made no repurchases under the program during the quarter ended October 2, 2026.

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

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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: October 2, 2026

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

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

25510 Commercentre Drive
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, a 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 50,201,819 shares of common stock, par value $0.01 per share, outstanding as of October 30, 2026.

 


STAAR SURGICAL COMPANY

 

INDEX

 

 

 

 

PAGE

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

 

20

 

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

28

 

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

 

28

 

 

 

 

PART II – OTHER INFORMATION

 

28

 

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

 

28

 

 

 

 

ITEM 1A.

RISK FACTORS

 

29

 

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

29

 

 

 

 

ITEM 5.

OTHER INFORMATION

 

29

 

 

 

 

ITEM 6.

EXHIBITS

 

30

 

 

 


 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amounts)

(Unaudited)

 

 

 

October 2, 2026

 

 

January 2, 2026

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

133,610

 

 

$

153,150

 

Investments available for sale (amortized cost basis of $72,919 and $34,385 at October 2, 2026 and January 2, 2026, respectively)

 

 

72,804

 

 

 

34,386

 

Accounts receivable trade, net of allowance for credit losses of $720 and $83 at October 2, 2026 and January 2, 2026, respectively

 

 

86,528

 

 

 

50,064

 

Inventories, net

 

 

45,017

 

 

 

55,496

 

Prepayments, deposits and other current assets

 

 

15,471

 

 

 

18,449

 

Total current assets

 

 

353,430

 

 

 

311,545

 

Property, plant and equipment, net

 

 

68,525

 

 

 

73,323

 

Operating lease right-of-use assets, net

 

 

26,163

 

 

 

29,609

 

Cloud-based software

 

 

33,063

 

 

 

30,700

 

Goodwill

 

 

1,786

 

 

 

1,786

 

Deferred income taxes

 

 

1,030

 

 

 

3,365

 

Other assets

 

 

1,159

 

 

 

1,350

 

Total assets

 

$

485,156

 

 

$

451,678

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

14,249

 

 

$

11,574

 

Obligations under operating leases

 

 

5,943

 

 

 

5,872

 

Allowance for sales returns

 

 

10,223

 

 

 

10,199

 

Other current liabilities

 

 

45,126

 

 

 

40,859

 

Total current liabilities

 

 

75,541

 

 

 

68,504

 

Obligations under operating leases

 

 

27,701

 

 

 

32,481

 

Asset retirement obligations

 

 

45

 

 

 

45

 

Deferred rent

 

 

89

 

 

 

89

 

Pension liability

 

 

5,651

 

 

 

6,375

 

Total liabilities

 

 

109,027

 

 

 

107,494

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, $0.01 par value; 60,000 shares authorized: 50,577 shares issued and 50,201 shares outstanding at October 2, 2026 and 49,779 shares issued and 49,403 shares outstanding at January 2, 2026

 

 

506

 

 

 

498

 

Additional paid-in capital

 

 

517,381

 

 

 

504,682

 

Treasury stock, 376 and 376 shares at October 2, 2026 and January 2, 2026, respectively

 

 

(6,461

)

 

 

(6,461

)

Accumulated other comprehensive loss

 

 

(6,112

)

 

 

(6,511

)

Accumulated deficit

 

 

(129,185

)

 

 

(148,024

)

Total stockholders’ equity

 

 

376,129

 

 

 

344,184

 

Total liabilities and stockholders’ equity

 

$

485,156

 

 

$

451,678

 

 

See accompanying notes to the condensed consolidated financial statements.

1


 

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Net sales

 

$

83,411

 

 

$

94,732

 

 

$

270,468

 

 

$

181,641

 

Cost of sales

 

 

24,276

 

 

 

16,857

 

 

 

72,747

 

 

 

42,962

 

Gross profit

 

 

59,135

 

 

 

77,875

 

 

 

197,721

 

 

 

138,679

 

Selling, general and administrative expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

18,899

 

 

 

20,763

 

 

 

58,660

 

 

 

66,190

 

Selling and marketing

 

 

24,316

 

 

 

23,461

 

 

 

75,769

 

 

 

76,689

 

Research and development

 

 

10,461

 

 

 

9,209

 

 

 

30,329

 

 

 

30,811

 

Merger transaction and related costs

 

 

—

 

 

 

5,926

 

 

 

6,743

 

 

 

5,926

 

Restructuring, impairment and related charges

 

 

—

 

 

 

26

 

 

 

2,681

 

 

 

27,938

 

Total selling, general and administrative expenses

 

 

53,676

 

 

 

59,385

 

 

 

174,182

 

 

 

207,554

 

Operating income (loss)

 

 

5,459

 

 

 

18,490

 

 

 

23,539

 

 

 

(68,875

)

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

 

1,175

 

 

 

790

 

 

 

3,021

 

 

 

3,522

 

Gain (loss) on foreign currency transactions

 

 

(42

)

 

 

(843

)

 

 

(1,563

)

 

 

3,138

 

Other income, net

 

 

388

 

 

 

353

 

 

 

1,225

 

 

 

604

 

Total other income, net

 

 

1,521

 

 

 

300

 

 

 

2,683

 

 

 

7,264

 

Income (loss) before income taxes

 

 

6,980

 

 

 

18,790

 

 

 

26,222

 

 

 

(61,611

)

Provision for income taxes

 

 

1,405

 

 

 

9,906

 

 

 

7,383

 

 

 

528

 

Net income (loss)

 

$

5,575

 

 

$

8,884

 

 

$

18,839

 

 

$

(62,139

)

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.11

 

 

$

0.18

 

 

$

0.37

 

 

$

(1.26

)

Diluted

 

$

0.11

 

 

$

0.18

 

 

$

0.37

 

 

$

(1.26

)

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

50,542

 

 

 

49,633

 

 

 

50,257

 

 

 

49,499

 

Diluted

 

 

51,449

 

 

 

50,549

 

 

 

51,402

 

 

 

49,499

 

 

See accompanying notes to the condensed consolidated financial statements.

2


 

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Net income (loss)

 

$

5,575

 

 

$

8,884

 

 

$

18,839

 

 

$

(62,139

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Defined benefit plans:

 

 

 

 

 

 

 

 

 

 

 

 

Net change in plan assets

 

 

876

 

 

 

(514

)

 

 

764

 

 

 

(184

)

Reclassification into other income (expense), net

 

 

(6

)

 

 

17

 

 

 

(18

)

 

 

49

 

Investments available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain (loss)

 

 

(101

)

 

 

3

 

 

 

(117

)

 

 

11

 

Reclassification into other income (expense), net

 

 

—

 

 

 

1

 

 

 

—

 

 

 

2

 

Foreign currency translation gain (loss)

 

 

244

 

 

 

(639

)

 

 

(238

)

 

 

866

 

Tax effect

 

 

(158

)

 

 

250

 

 

 

8

 

 

 

(240

)

Other comprehensive income (loss), net of tax

 

 

855

 

 

 

(882

)

 

 

399

 

 

 

504

 

Comprehensive income (loss)

 

$

6,430

 

 

$

8,002

 

 

$

19,238

 

 

$

(61,635

)

 

See accompanying notes to the condensed consolidated financial statements.

3


 

 

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

 

 

 

Three Months Ended

 

 

 

Common
Stock Shares

 

 

Common
Stock Par
Value

 

 

Additional
Paid-In
Capital

 

 

Treasury Stock Shares

 

 

Treasury Stock

 

 

Accumulated
Other
Comprehen-
sive Income
(Loss)

 

 

Accumulated
Deficit

 

 

Total

 

Balance, at July 3, 2026

 

 

50,499

 

 

$

505

 

 

$

513,081

 

 

 

(376

)

 

$

(6,461

)

 

$

(6,967

)

 

$

(134,760

)

 

$

365,398

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,575

 

 

 

5,575

 

Other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

855

 

 

 

—

 

 

 

855

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

5,620

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,620

 

Repurchase of employee common stock for taxes withheld

 

 

(53

)

 

 

—

 

 

 

(1,320

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,320

)

Vested restricted and performance stock units

 

 

131

 

 

 

1

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1

 

Balance, at October 2, 2026

 

 

50,577

 

 

$

506

 

 

$

517,381

 

 

 

(376

)

 

$

(6,461

)

 

$

(6,112

)

 

$

(129,185

)

 

$

376,129

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, at June 27, 2025

 

 

49,546

 

 

$

495

 

 

$

484,801

 

 

 

(261

)

 

$

(4,479

)

 

$

(5,645

)

 

$

(138,599

)

 

$

336,573

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

8,884

 

 

 

8,884

 

Other comprehensive loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(882

)

 

 

—

 

 

 

(882

)

Common stock issued upon exercise of options

 

 

157

 

 

 

1

 

 

 

2,963

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,964

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

8,222

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

8,222

 

Repurchase of common stock

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(115

)

 

 

(1,982

)

 

 

—

 

 

 

—

 

 

 

(1,982

)

Repurchase of employee common stock for taxes withheld

 

 

(2

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Vested restricted and performance stock units

 

 

29

 

 

 

1

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1

 

Balance, at September 26, 2025

 

 

49,730

 

 

$

497

 

 

$

495,986

 

 

 

(376

)

 

$

(6,461

)

 

$

(6,527

)

 

$

(129,715

)

 

$

353,780

 

 

See accompanying notes to the condensed consolidated financial statements.

 

4


 

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

 

 

 

Nine Months Ended

 

 

 

Common
Stock Shares

 

 

Common
Stock Par
Value

 

 

Additional
Paid-In
Capital

 

 

Treasury Stock Shares

 

 

Treasury Stock

 

 

Accumulated
Other
Comprehen-
sive Income
(Loss)

 

 

Accumulated
Deficit

 

 

Total

 

Balance, at January 2, 2026

 

 

49,779

 

 

$

498

 

 

$

504,682

 

 

 

(376

)

 

$

(6,461

)

 

$

(6,511

)

 

$

(148,024

)

 

$

344,184

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

18,839

 

 

 

18,839

 

Other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

399

 

 

 

—

 

 

 

399

 

Common stock issued upon exercise of options

 

 

88

 

 

 

1

 

 

 

1,407

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,408

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

17,221

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

17,221

 

Repurchase of employee common stock for taxes withheld

 

 

(235

)

 

 

(2

)

 

 

(5,929

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(5,931

)

Vested restricted and performance stock units

 

 

945

 

 

 

9

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

9

 

Balance, at October 2, 2026

 

 

50,577

 

 

$

506

 

 

$

517,381

 

 

 

(376

)

 

$

(6,461

)

 

$

(6,112

)

 

$

(129,185

)

 

$

376,129

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, at December 27, 2024

 

 

49,294

 

 

$

493

 

 

$

471,449

 

 

 

—

 

 

$

—

 

 

$

(7,031

)

 

$

(67,576

)

 

$

397,335

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(62,139

)

 

 

(62,139

)

Other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

504

 

 

 

—

 

 

 

504

 

Common stock issued upon exercise of options

 

 

210

 

 

 

2

 

 

 

3,349

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3,351

 

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

22,543

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

22,543

 

Repurchase of common stock

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(376

)

 

 

(6,461

)

 

 

—

 

 

 

—

 

 

 

(6,461

)

Repurchase of employee common stock for taxes withheld

 

 

(71

)

 

 

(1

)

 

 

(1,355

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,356

)

Vested restricted and performance stock units

 

 

297

 

 

 

3

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3

 

Balance, at September 26, 2025

 

 

49,730

 

 

$

497

 

 

$

495,986

 

 

 

(376

)

 

$

(6,461

)

 

$

(6,527

)

 

$

(129,715

)

 

$

353,780

 

 

See accompanying notes to the condensed consolidated financial statements.

 

5


 

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$

18,839

 

 

$

(62,139

)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Depreciation of property, plant, and equipment

 

 

6,931

 

 

 

6,312

 

Amortization of cloud-based software

 

 

2,001

 

 

 

304

 

Non-cash operating lease expense

 

 

2,691

 

 

 

2,665

 

Impairment of fixed assets and operating lease right-of-use assets

 

 

—

 

 

 

14,593

 

Accretion/Amortization of investments available for sale

 

 

(502

)

 

 

(55

)

Deferred income taxes

 

 

2,434

 

 

 

(718

)

Change in net pension liability

 

 

704

 

 

 

43

 

Loss on disposal of property and equipment

 

 

1

 

 

 

23

 

Stock-based compensation expense

 

 

16,900

 

 

 

21,975

 

Provision for sales returns and credit losses

 

 

665

 

 

 

975

 

Inventory provision

 

 

4,493

 

 

 

3,261

 

Changes in working capital:

 

 

 

 

 

 

Accounts receivable

 

 

(37,133

)

 

 

18,004

 

Inventories

 

 

6,254

 

 

 

(12,449

)

Prepayments, deposits, and other assets

 

 

2,269

 

 

 

1,051

 

Cloud-based software

 

 

(4,363

)

 

 

(11,064

)

Accounts payable

 

 

2,414

 

 

 

(7,911

)

Other current and non-current liabilities

 

 

712

 

 

 

(5,186

)

Net cash provided by (used in) operating activities

 

 

25,310

 

 

 

(30,316

)

Cash flows from investing activities:

 

 

 

 

 

 

Acquisition of property and equipment

 

 

(1,872

)

 

 

(4,143

)

Purchase of investments available for sale

 

 

(81,947

)

 

 

(26,464

)

Proceeds from maturity of investments available for sale

 

 

40,532

 

 

 

92,984

 

Proceeds from sale of investments available for sale

 

 

3,400

 

 

 

3,377

 

Net cash provided by (used in) investing activities

 

 

(39,887

)

 

 

65,754

 

Cash flows from financing activities:

 

 

 

 

 

 

Repayment of finance lease obligations

 

 

—

 

 

 

(42

)

Repurchase of common stock

 

 

—

 

 

 

(6,461

)

Repurchase of employee common stock for taxes withheld

 

 

(5,931

)

 

 

(1,356

)

Proceeds from the exercise of stock options

 

 

1,408

 

 

 

3,351

 

Proceeds from vested restricted and performance stock units

 

 

9

 

 

 

3

 

Net cash used in financing activities

 

 

(4,514

)

 

 

(4,505

)

Effect of exchange rate changes on cash and cash equivalents

 

 

(449

)

 

 

1,063

 

Increase (decrease) in cash and cash equivalents

 

 

(19,540

)

 

 

31,996

 

Cash and cash equivalents, at beginning of the year

 

 

153,150

 

 

 

144,159

 

Cash and cash equivalents, at end of the period

 

$

133,610

 

 

$

176,155

 

 

See accompanying notes to the condensed consolidated financial statements.

6


STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

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 and Exchange Commission. In accordance with those rules and regulations, certain information and footnote disclosures normally included in the Annual Financial Statements have been condensed or omitted pursuant to such rules and regulations. The Consolidated Balance Sheet as of January 2, 2026 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 January 2, 2026.

The Condensed Consolidated Financial Statements for the three and nine months ended October 2, 2026 and September 26, 2025, 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 nine months ended October 2, 2026 and September 26, 2025, 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.

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. In addition, as a result of the termination of the Agreement and Plan of Merger (the “Merger Agreement”) with Alcon Research, LLC, a Delaware limited liability company (“Alcon”) in January 2026 and the entry into a letter agreement (the “Cooperation Agreement”) with Broadwood Partners, L.P. and its affiliates (“Broadwood”), the Company incurred additional restructuring related charges due to leadership realignment. Restructuring, impairment and related charges were as follows (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Severance and reduction in workforce(1)

 

$

—

 

 

$

18

 

 

$

1,614

 

 

$

12,471

 

Consulting expenses

 

 

—

 

 

 

8

 

 

 

1,067

 

 

 

874

 

Impairment on leasehold improvements and machinery and equipment(2)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

7,759

 

Impairment on real property right-of-use assets(3)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,083

 

Impairment on internally developed software(2)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,751

 

 

 

$

—

 

 

$

26

 

 

$

2,681

 

 

$

27,938

 

 

(1)
See also Note 7 – Other Current Liabilities
(2)
The Company will no longer be using these assets, see Note 5 – Property, Plant and Equipment.
(3)
The Company is actively pursuing subleasing opportunities, see Note 8 – Operating Leases.

 


STAAR SURGICAL COMPANY

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

 

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

Merger Transactions and Related Costs

In connection with the proposed merger with Alcon and the Cooperation Agreement, the Company incurred professional service expenses of $6,743,000 for the nine months ended October 2, 2026. The Cooperation Agreement provided for the reimbursement of certain reasonable out-of-pocket fees and expenses to Broadwood, Yunqi Capital and Defender Capital related to the merger with Alcon. See Note 16 – Related Party Transactions.

Vendor Concentration

There were two vendors that accounted for over 34% and 30% of the Company’s consolidated accounts payable as of October 2, 2026 and January 2, 2026, respectively. There was one vendor that accounted for over 10% of the Company’s consolidated purchases for the three months ended October 2, 2026.

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 net income or on operating results, if a 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 Consolidated Statement of Cash Flows.

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

Recent Accounting Pronouncements Not Yet Adopted

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 also would 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 previously disclosed that it had adopted the annual disclosure requirements of ASU 2024-03 at the beginning of fiscal year 2026 and would adopt the interim disclosure requirements beginning in fiscal year 2027. The Company has since determined to adopt the annual disclosure requirements and interim disclosure requirements as of their effective dates under ASU 2024-03 and therefore will adopt the annual disclosure requirements at the beginning of fiscal year 2027 and the interim disclosure requirements beginning in fiscal year 2028.

8


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 (in thousands):

 

 

 

October 2, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Estimated Fair Value

 

 

Level 1

 

 

Level 2

 

Commercial paper

 

$

18,803

 

 

$

—

 

 

$

(29

)

 

$

18,774

 

 

$

—

 

 

$

18,774

 

Certificates of deposit

 

 

3,077

 

 

 

—

 

 

 

(5

)

 

 

3,072

 

 

 

—

 

 

 

3,072

 

U.S. Treasury securities

 

 

11,944

 

 

 

—

 

 

 

(3

)

 

 

11,941

 

 

 

11,941

 

 

 

—

 

Corporate debt securities

 

 

39,095

 

 

 

—

 

 

 

(78

)

 

 

39,017

 

 

 

—

 

 

 

39,017

 

Total investments AFS

 

$

72,919

 

 

$

—

 

 

$

(115

)

 

$

72,804

 

 

$

11,941

 

 

$

60,863

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 2, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Estimated Fair Value

 

 

Level 1

 

 

Level 2

 

Commercial paper

 

$

14,682

 

 

$

1

 

 

$

(1

)

 

$

14,682

 

 

$

—

 

 

$

14,682

 

Certificates of deposit

 

 

816

 

 

 

—

 

 

 

—

 

 

 

816

 

 

 

—

 

 

 

816

 

U.S. Treasury securities

 

 

990

 

 

 

—

 

 

 

—

 

 

 

990

 

 

 

990

 

 

 

—

 

Corporate debt securities

 

 

17,897

 

 

 

3

 

 

 

(2

)

 

 

17,898

 

 

 

—

 

 

 

17,898

 

Total investments AFS

 

$

34,385

 

 

$

4

 

 

$

(3

)

 

$

34,386

 

 

$

990

 

 

$

33,396

 

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 nine months ended October 2, 2026 and September 26, 2025.

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

 

 

 

As of October 2, 2026

 

 

 

Within one year

 

 

After one year through five years

 

 

 

Total

 

Commercial paper

 

$

18,774

 

 

$

—

 

 

 

$

18,774

 

Certificates of deposit

 

 

3,072

 

 

 

—

 

 

 

 

3,072

 

U.S. Treasury securities

 

 

11,941

 

 

 

—

 

 

 

 

11,941

 

Corporate debt securities

 

 

39,017

 

 

 

—

 

 

 

 

39,017

 

Total investments AFS

 

$

72,804

 

 

$

—

 

 

 

$

72,804

 

 

9


STAAR SURGICAL COMPANY

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

 

Note 2 — Investments Available for Sale (Continued)

 

During the nine months ended October 2, 2026, several of the Company’s investments AFS with an aggregate fair value of $3,400,000 were subject to early redemption. The Company recognized a gain upon redemption of less than $1,000 for the nine months ended October 2, 2026. During the nine months ended September 26, 2025, several of the Company’s investments AFS with an aggregate fair value of $3,377,000 were subject to early redemption. The Company recognized a gain upon redemption of $2,000 for the nine months ended September 26, 2025.

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):

 

 

 

October 2, 2026

 

 

January 2, 2026

 

Raw materials and purchased parts

 

$

12,336

 

 

$

10,238

 

Work in process

 

 

6,649

 

 

 

8,514

 

Finished goods(1)

 

 

29,590

 

 

 

39,673

 

Total inventories, gross

 

 

48,575

 

 

 

58,425

 

Less inventory reserves

 

 

(3,558

)

 

 

(2,929

)

Total inventories, net

 

$

45,017

 

 

$

55,496

 

 

(1)
Finished goods inventory includes consigned inventory of $2,827,000 and $9,619,000 for October 2, 2026 and January 2, 2026, respectively. See also Note 14 – Disaggregation of Sales, Geographic Sales and Product Sales to the Condensed Consolidated Financial Statements for further details.

Note 4 — Prepayments, Deposits, and Other Current Assets

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

 

 

 

October 2, 2026

 

 

January 2, 2026

 

Prepayments and deposits

 

$

5,147

 

 

$

8,229

 

Prepaid insurance

 

 

1,119

 

 

 

3,269

 

Prepaid income taxes

 

 

758

 

 

 

1,917

 

Cloud-based software

 

 

3,793

 

 

 

418

 

Value added tax (VAT) receivable

 

 

3,844

 

 

 

4,249

 

Other(1)

 

 

810

 

 

 

367

 

Total prepayments, deposits and other current assets

 

$

15,471

 

 

$

18,449

 

 

(1)
No individual category in “Other” exceeds 5% of the total prepayments, deposits and other current assets.

10


STAAR SURGICAL COMPANY

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

 

Note 5 — Property, Plant and Equipment

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

 

 

 

October 2, 2026

 

 

January 2, 2026

 

Machinery and equipment

 

$

51,285

 

 

$

45,137

 

Computer equipment and software

 

 

12,578

 

 

 

10,525

 

Furniture and fixtures

 

 

7,527

 

 

 

7,483

 

Leasehold improvements

 

 

24,623

 

 

 

19,403

 

Construction in process

 

 

18,724

 

 

 

30,340

 

Total property, plant and equipment, gross

 

 

114,737

 

 

 

112,888

 

Less accumulated depreciation

 

 

(46,212

)

 

 

(39,565

)

Total property, plant and equipment, net

 

$

68,525

 

 

$

73,323

 

 

As discussed in Note 1 – Basis of Presentation and Significant Accounting Policies, during the nine months ended September 26, 2025, the Company recognized fixed asset impairment expense of $7,759,000, 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 nine months ended September 26, 2025 of $2,751,000 for internally developed software that the Company will no longer be using as it transitions to a cloud-based software solution. These amounts are recorded in Restructuring, impairment and related charges on the Condensed Consolidated Statements 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

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Cost of sales

 

$

960

 

 

$

750

 

 

$

2,771

 

 

$

2,390

 

General and administrative

 

 

1,081

 

 

 

874

 

 

 

3,012

 

 

 

2,790

 

Selling and marketing

 

 

196

 

 

 

176

 

 

 

568

 

 

 

525

 

Research and development

 

 

197

 

 

 

200

 

 

 

580

 

 

 

570

 

Total depreciation expense

 

$

2,434

 

 

$

2,000

 

 

$

6,931

 

 

$

6,275

 

 

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 were placed into service at the beginning of the second quarter of 2026. The Company expects to continue to invest and add functionality to its systems. Capitalized cloud-based software costs, net consisted of the following (in thousands):

 

 

 

October 2, 2026

 

 

January 2, 2026

 

Capitalized cloud-based software

 

$

39,266

 

 

$

31,527

 

Less accumulated amortization

 

 

(2,410

)

 

 

(409

)

Total capitalized cloud-based software, net

 

$

36,856

 

 

$

31,118

 

 

 

 

 

 

 

 

Capitalized cloud-based software included in prepayments, deposits and other current assets

 

$

3,793

 

 

$

418

 

Capitalized cloud-based software

 

$

33,063

 

 

$

30,700

 

 

11


STAAR SURGICAL COMPANY

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

 

Note 6 — Cloud-Based Software (Continued)

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

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Additions to cloud-based software

 

$

2,693

 

 

$

3,963

 

 

$

7,739

 

 

$

11,064

 

Amortization of cloud-based software

 

 

948

 

 

 

104

 

 

 

2,001

 

 

 

304

 

Capitalized software placed into service

 

 

—

 

 

 

—

 

 

 

33,699

 

 

 

2,035

 

 

Note 7 — Other Current Liabilities

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

 

 

 

October 2, 2026

 

 

January 2, 2026

 

Accrued salaries and wages

 

$

16,247

 

 

$

12,981

 

Accrued bonuses

 

 

7,346

 

 

 

9,424

 

Severance payable(1)

 

 

1,035

 

 

 

894

 

Income taxes payable

 

 

3,385

 

 

 

1,304

 

Marketing obligations

 

 

3,333

 

 

 

3,397

 

Other(2)

 

 

13,780

 

 

 

12,859

 

Total other current liabilities

 

$

45,126

 

 

$

40,859

 

 

(1)
As discussed in Note 1, during the nine months ended October 2, 2026, the Company recognized costs in connection with its leadership realignment and related efforts. Of these costs, a total of $1,614,000 was recognized for severance costs related to leadership realignment. This amount is recorded in Restructuring, impairment and related charges on the Condensed Consolidated Statements of Operations. A majority of these severance payments will be paid monthly through mid-2027.
(2)
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 (dollars in thousands):

 

 

October 2, 2026

 

 

January 2, 2026

 

Machinery and equipment

 

$

878

 

 

$

773

 

Computer equipment and software

 

 

68

 

 

 

413

 

Real property

 

 

38,875

 

 

 

39,824

 

Operating lease right-of-use assets, gross

 

 

39,821

 

 

 

41,010

 

Less accumulated amortization

 

 

(13,658

)

 

 

(11,401

)

Operating lease right-of-use assets, net

 

$

26,163

 

 

$

29,609

 

 

 

 

 

 

 

 

Current operating lease obligations

 

$

5,943

 

 

$

5,872

 

Long-term operating lease obligations

 

 

27,701

 

 

 

32,481

 

Total operating lease liability

 

$

33,644

 

 

$

38,353

 

Weighted-average remaining lease term (in years)

 

 

6.1

 

 

 

6.7

 

Weighted-average discount rate

 

 

6.52

%

 

 

6.33

%

 

12


STAAR SURGICAL COMPANY

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

 

 

Note 8 — Operating Leases (Continued)

As discussed in Note 1, during the nine months ended September 26, 2025, the Company recognized impairment on real property right-of-use assets of $4,083,000. The impairment relates to the Company’s decision to exit several of its leased properties, for which the Company has obtained a subtenant for one of its properties and is actively pursuing subleasing the remaining 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.

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

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Operating lease cost

 

$

2,001

 

 

$

1,757

 

 

$

6,154

 

 

$

5,704

 

Cash paid for amounts included in the measurement of operating lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows

 

 

2,353

 

 

 

1,724

 

 

 

6,378

 

 

 

5,037

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

 

82

 

 

 

91

 

 

 

855

 

 

 

2,024

 

 

Future Maturities of Lease Liabilities

Estimated future maturities of lease liabilities under operating leases having initial or remaining non-cancelable lease terms more than one year as of October 2, 2026 is as follows (in thousands):

 

As of October 2, 2026
12 Months Ended

 

Operating Leases

 

September 2027

 

$

7,968

 

September 2028

 

 

6,945

 

September 2029

 

 

7,041

 

September 2030

 

 

6,319

 

September 2031

 

 

5,216

 

Thereafter

 

 

8,328

 

Total future minimum lease payments

 

 

41,817

 

Less amounts representing interest

 

 

(8,173

)

Total lease liability

 

$

33,644

 

 

Note 9 — Income Taxes

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

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Provision for income taxes

 

$

1,405

 

 

$

9,906

 

 

$

7,383

 

 

$

528

 

The effective tax rates for the three months ended October 2, 2026 and September 26, 2025 were 20.1% and 52.7%, respectively, and were 28.2% and (0.9)% for the nine months ended October 2, 2026 and September 26, 2025, respectively. The Company’s effective tax rates differ from the U.S. federal statutory rate of 21% for the three and nine months ended October 2, 2026 and September 26, 2025, respectively, primarily due to the income tax expense generated in foreign jurisdictions.

13


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

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Service cost(1)

 

$

440

 

 

$

451

 

 

$

1,347

 

 

$

1,291

 

Interest cost(2)

 

 

97

 

 

 

66

 

 

 

283

 

 

 

191

 

Expected return on plan assets(2)

 

 

(173

)

 

 

(145

)

 

 

(505

)

 

 

(419

)

Prior service cost/(credit)(2),(3)

 

 

(54

)

 

 

332

 

 

 

(164

)

 

 

226

 

Settlement gain(2),(3)

 

 

—

 

 

 

(3

)

 

 

—

 

 

 

(11

)

Actuarial gain/(loss) recognized in current period(2),(3)

 

 

48

 

 

 

(312

)

 

 

146

 

 

 

(166

)

Net periodic pension cost

 

$

358

 

 

$

389

 

 

$

1,107

 

 

$

1,112

 

 

(1)
Recognized in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.
(2)
Recognized in other income, net on the Condensed Consolidated Statements of Operations.
(3)
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

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Employer contribution

 

$

360

 

 

$

361

 

 

$

1,076

 

 

$

983

 

 

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, performance stock options (“PSOs”), 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 October 2, 2026, the Company had outstanding grants of stock options, PSOs, 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 (the “Board”), 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 PSOs generally vest based on service, performance, or a combination of both. 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 18, 2026, stockholders approved a proposal to increase the number of shares under the Equity Plan by 3,900,000 shares, for a total of 26,705,000 shares. As of October 2, 2026, there were 3,730,108 shares available for grant under the Equity Plan.

 

14


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

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Stock options

 

$

793

 

 

$

1,566

 

 

$

2,794

 

 

$

5,611

 

PSOs

 

 

203

 

 

 

—

 

 

 

203

 

 

 

—

 

Restricted stock

 

 

—

 

 

 

—

 

 

 

—

 

 

 

302

 

RSUs

 

 

2,495

 

 

 

3,382

 

 

 

7,880

 

 

 

9,690

 

PSUs

 

 

1,699

 

 

 

2,478

 

 

 

5,088

 

 

 

5,085

 

Nonemployee stock options

 

 

188

 

 

 

124

 

 

 

564

 

 

 

426

 

Nonemployee RSUs

 

 

139

 

 

 

608

 

 

 

371

 

 

 

861

 

Total stock-based compensation expense

 

$

5,517

 

 

$

8,158

 

 

$

16,900

 

 

$

21,975

 

 

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

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Cost of sales

 

$

296

 

 

$

48

 

 

$

806

 

 

$

428

 

General and administrative

 

 

2,772

 

 

 

5,026

 

 

 

7,717

 

 

 

12,352

 

Selling and marketing

 

 

1,275

 

 

 

1,492

 

 

 

3,765

 

 

 

4,078

 

Research and development

 

 

1,174

 

 

 

1,592

 

 

 

4,612

 

 

 

5,117

 

Total stock-based compensation expense, net

 

 

5,517

 

 

 

8,158

 

 

 

16,900

 

 

 

21,975

 

Amounts capitalized as part of inventory

 

 

103

 

 

 

64

 

 

 

321

 

 

 

568

 

Total stock-based compensation expense, gross

 

$

5,620

 

 

$

8,222

 

 

$

17,221

 

 

$

22,543

 

As of October 2, 2026, total unrecognized compensation cost and the weighted-average period of recognition related to non-vested stock-based compensation arrangements were as follows (dollars in thousands):

 

 

 

Unrecognized Compensation Costs

 

 

Weighted-Average Recognition Period (in Years)

 

Stock options

 

$

3,936

 

 

 

1.9

 

PSOs

 

 

4,502

 

 

 

3.2

 

RSUs

 

 

17,870

 

 

 

1.9

 

PSUs

 

 

6,503

 

 

 

1.2

 

Total unrecognized stock-based compensation cost

 

$

32,811

 

 

 

1.9

 

 

Assumptions

The fair value of each stock option award is estimated on the date of grant using a Black-Scholes option valuation model applying 15% estimated forfeiture rate based on historical forfeiture experience and applying the weighted-average assumptions noted in the following table. The fair value of each PSO is estimated on the date of grant using a Monte Carlo simulation model and 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 risk-free rate is based on the U.S. Treasury yield curve corresponding to the expected term at the time of the grant.

 

15


STAAR SURGICAL COMPANY

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

 

Note 11 — Stockholders’ Equity (Continued)

Assumptions (Continued)

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Stock Options

 

 

 

 

 

 

 

 

 

 

 

 

Expected dividend yield

 

 

0

%

 

 

0

%

 

 

0

%

 

 

0

%

Expected volatility

 

 

62

%

 

 

60

%

 

 

62

%

 

 

60

%

Risk-free interest rate

 

 

4.39

%

 

 

3.83

%

 

 

4.29

%

 

 

4.07

%

Expected term (in years)

 

 

4.86

 

 

 

5.05

 

 

 

4.86

 

 

 

5.05

 

Performance Stock Options

 

 

 

 

 

 

 

 

 

 

 

 

Expected dividend yield

 

 

0

%

 

 

—

 

 

 

0

%

 

 

—

 

Expected volatility

 

 

57

%

 

 

—

 

 

 

57

%

 

 

—

 

Risk-free interest rate

 

 

4.63

%

 

 

—

 

 

 

4.63

%

 

 

—

 

Expected term (in years)

 

 

5.96

 

 

 

—

 

 

 

5.96

 

 

 

—

 

 

Stock Options and Performance Stock Options

A summary of stock option and PSO activity under the Equity Plan for nine months ended October 2, 2026 is presented below:

 

 

 

Stock
Options
(in 000’s)

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Term (years)

 

 

Aggregate
Intrinsic
Value
(in 000’s)

 

Outstanding at January 2, 2026

 

 

1,716

 

 

$

44.85

 

 

 

 

 

 

 

Granted

 

 

504

 

 

 

25.75

 

 

 

 

 

 

 

Exercised

 

 

(88

)

 

 

15.94

 

 

 

 

 

 

 

Forfeited or expired

 

 

(161

)

 

 

41.68

 

 

 

 

 

 

 

Outstanding at October 2, 2026

 

 

1,971

 

 

$

41.52

 

 

 

6.36

 

 

$

1,223

 

Exercisable at October 2, 2026

 

 

1,385

 

 

$

47.71

 

 

 

5.05

 

 

$

1,065

 

 

Restricted Stock, Restricted Stock Units and Performance Stock Units

A summary of RSU and PSU activity under the Equity Plan for the nine months ended October 2, 2026 is presented below (shares in thousands):

 

 

 

RSUs

 

 

PSUs

 

Unvested at January 2, 2026

 

 

1,459

 

 

 

802

 

Granted

 

 

594

 

 

 

423

 

Vested

 

 

(595

)

 

 

(350

)

Forfeited or expired

 

 

(307

)

 

 

(141

)

Unvested at October 2, 2026

 

 

1,151

 

 

 

734

 

 

Share Repurchase Program

In September 2026, the Company’s Board of Directors authorized a share repurchase program under which the Company may repurchase up to $50.0 million of its outstanding common stock. During the quarter ended October 2, 2026, the Company did not repurchase any of its shares under the share repurchase program.

 

16


STAAR SURGICAL COMPANY

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

 

Note 12 - Commitments and Contingencies

Executive Agreements

The Company has entered into agreements with certain of its executives that provide for severance payments and benefits upon termination of employment by the company without “cause” or by the executive for “good reason” as defined in the applicable agreements. Certain executives are also party to agreements that provide for enhanced payments and benefits in connection with a termination of employment upon a “change in control.”

Litigation and Claims

From time to time, the Company is involved in various legal proceedings, claims, regulatory actions and other matters arising in the normal course of business. These legal proceedings, claims, regulatory actions and other matters may relate to, among other things, contractual rights and obligations, vendor and distributor relations, employment matters, and claims of product liability or medical device quality compliance. 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

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

5,575

 

 

$

8,884

 

 

$

18,839

 

 

$

(62,139

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares:

 

 

 

 

 

 

 

 

 

 

 

 

Common shares outstanding

 

 

50,542

 

 

 

49,633

 

 

 

50,257

 

 

 

49,499

 

Denominator for basic calculation

 

 

50,542

 

 

 

49,633

 

 

 

50,257

 

 

 

49,499

 

Weighted average effects of potentially diluted common stock:

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

51

 

 

 

96

 

 

 

56

 

 

 

—

 

PSOs

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

RSUs

 

 

391

 

 

 

452

 

 

 

520

 

 

 

—

 

PSUs

 

 

465

 

 

 

368

 

 

 

569

 

 

 

—

 

Denominator for diluted calculation

 

 

51,449

 

 

 

50,549

 

 

 

51,402

 

 

 

49,499

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.11

 

 

$

0.18

 

 

$

0.37

 

 

$

(1.26

)

Diluted

 

$

0.11

 

 

$

0.18

 

 

$

0.37

 

 

$

(1.26

)

 

Because the Company had a net loss for the nine months ended September 26, 2025, the number of diluted shares is equal to the number of basic shares. The following table sets forth potentially dilutive securities excluded from the computation of diluted net income (loss) per share for the periods presented because their effect would have been anti-dilutive (shares in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Stock options and PSOs

 

 

1,611

 

 

 

2,020

 

 

 

1,505

 

 

 

2,346

 

Restricted stock, RSUs and PSUs

 

 

69

 

 

 

1,076

 

 

 

33

 

 

 

803

 

Total

 

 

1,680

 

 

 

3,096

 

 

 

1,538

 

 

 

3,149

 

 

 

 

17


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 CODM 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. The composition of the Company’s net sales is primarily related to ICL sales. Net sales include sales of delivery systems and 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):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Non-consignment sales

 

$

75,498

 

 

$

62,995

 

 

$

231,910

 

 

$

138,371

 

Consignment sales

 

 

7,913

 

 

 

31,737

 

 

 

38,558

 

 

 

43,270

 

Total net sales

 

$

83,411

 

 

$

94,732

 

 

$

270,468

 

 

$

181,641

 

 

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 in advance of the implementation of tariffs and delivered additional consignment inventory throughout fiscal 2025. As this consigned inventory in China is purchased by the Company’s distributors, revenue associated with such consigned inventory are recorded as consignment sales. China consignment sales for the three and nine months ended October 2, 2026 were $5,547,000 and $27,701,000, respectively. China consignment sales were $27,969,000 and $30,754,000 for the three and nine months ended September 26, 2025, respectively.

The Company’s product is marketed and sold in more than 85 countries and its product is manufactured in the United States and Switzerland. Sales are attributed to countries based on locations of customers. The composition of the Company’s net sales to unaffiliated customers was as follows (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Domestic

 

$

6,462

 

 

$

5,632

 

 

$

19,184

 

 

$

16,726

 

Foreign:

 

 

 

 

 

 

 

 

 

 

 

 

China(1)

 

 

39,301

 

 

 

55,833

 

 

 

139,084

 

 

 

60,255

 

Japan

 

 

10,376

 

 

 

11,226

 

 

 

33,782

 

 

 

33,536

 

Other(2)

 

 

27,272

 

 

 

22,041

 

 

 

78,418

 

 

 

71,124

 

Total foreign sales

 

 

76,949

 

 

 

89,100

 

 

 

251,284

 

 

 

164,915

 

Total net sales

 

$

83,411

 

 

$

94,732

 

 

$

270,468

 

 

$

181,641

 

 

(1)
The China region includes sales into China and Hong Kong.
(2)
No other location individually exceeds 10% of the total net sales.

 

The Company’s China distributors accounted for 47% and 51% of net sales for the three and nine months ended October 2, 2026, respectively. The Company’s China distributors accounted for 59% and 33% of net sales for the three and nine months ended September 26, 2025. As of October 2, 2026, the Company’s China distributors accounted for 61% of consolidated trade receivables, and as of January 2, 2026, the Company’s China distributors accounted for 33% of consolidated trade receivables.

18


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):

 

 

 

October 2, 2026

 

 

 

U.S.

 

 

Switzerland

 

 

Other(1)

 

 

Total

 

Property, plant and equipment, net

 

$

51,212

 

 

$

16,974

 

 

$

339

 

 

$

68,525

 

Operating lease ROU assets, net

 

 

19,460

 

 

 

4,481

 

 

 

2,222

 

 

 

26,163

 

Cloud-based software

 

 

36,856

 

 

 

—

 

 

 

—

 

 

 

36,856

 

Total

 

$

107,528

 

 

$

21,455

 

 

$

2,561

 

 

$

131,544

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 2, 2026

 

 

 

U.S.

 

 

Switzerland

 

 

Other(1)

 

 

Total

 

Property, plant and equipment, net

 

$

55,621

 

 

$

17,311

 

 

$

391

 

 

$

73,323

 

Operating lease ROU assets, net

 

 

21,454

 

 

 

5,346

 

 

 

2,809

 

 

 

29,609

 

Cloud-based software

 

 

31,118

 

 

 

—

 

 

 

—

 

 

 

31,118

 

Total

 

$

108,193

 

 

$

22,657

 

 

$

3,200

 

 

$

134,050

 

 

(1)
No other location individually exceeds 10% of each category of long-lived assets.

Note 16 — Related Party Transactions

On January 14, 2026, following the termination of the Merger Agreement, STAAR entered into the Cooperation Agreement with Broadwood, and agreed, among other things, to increase the size of the Board from six to seven directors, accept the resignations of Mr. Farrell and Dr. Yeu from the Board, and appoint each of Messrs. Bradsher, LeBuhn and Wang (each a “New Director”) to the Board. Additionally, the Company agreed that the Board would nominate each New Director as a candidate for election as a director at the 2026 annual meeting of shareholders and that the size of the Board, until the conclusion of the 2027 annual meeting of shareholders, will not exceed seven directors. The Company also agreed to reimburse Broadwood, Yunqi Capital and Defender Capital for certain reasonable and documented out-of-pocket fees and expenses they have incurred. Each of Broadwood and Yunqi Capital were holders of more than 5% of the Company’s outstanding stock at the time the Company entered into the Cooperation Agreement. The Cooperation Agreement was reviewed and approved by the Company’s Board, and it reviewed and approved the payment of the fees and expenses incurred by Broadwood and Yunqi Capital. For the nine months ended October 2, 2026, the Company paid $5,036,000 to Broadwood, $962,000 to Yunqi Capital and $3,000 to Defender Capital, in accordance with the Cooperation Agreement.

 

 

 

 

 

19


 

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

Special Note Regarding Forward-Looking Statements

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; the benefits of our leadership realignment and related efforts; the timing of and our ability to manufacture and supply 100% of EVO and EVO+ ICLs for China from Switzerland and statements regarding tariff-related impacts associated therewith; 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; potential outcomes and timing of the Company’s enterprise resource planning implementation; projections regarding production volumes in the U.S. and/or Switzerland; 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 new or improved products; commercialization of new or improved products; future economic conditions or size of market opportunities globally; expected costs of operations; statements of belief, including as to achieving business plans for 2026 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, our ability to grow and generate profit; our reliance on independent distributors in international markets; a slowdown or disruption to the Chinese economy; global economic conditions; disruptions in our supply chain; fluctuations in foreign currency exchange rates; international trade disputes (including involving tariffs) and substantial dependence on demand from Asia; changes in effective tax rate or tax laws; any loss of use of our principal manufacturing facility; competition; potential losses due to product liability claims; our exposure to environmental liability; data corruption, cyber-based attacks or network security breaches and/or noncompliance with data protection and privacy regulations; acquisitions of new technologies; climate changes; the willingness of surgeons and patients to adopt a new or improved product and procedure; extensive clinical trials and resources devoted to research and development; compliance with government regulations; legal proceedings, claims and regulatory actions; the discretion of regulatory agencies to approve or reject existing, new or improved products, or to require additional actions before or after approval, or to take enforcement action; laws pertaining to healthcare fraud and abuse; changes in FDA or international regulations related to product approval; product recalls or failures; and other important factors, including those described in our Annual Report on Form 10-K in “Item 1A. Risk Factors” filed on March 3, 2026.

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

20


 

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. We are also working to expand ICL adoption worldwide through partnerships and patient education. Finally, we are prioritizing investments in R&D, clinical proof and regulatory progress to expand beyond our core offering and bring meaningful new products to patients.

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 October 2, 2026, net sales were $83.4 million, compared with $94.7 million during the same period last year, a decrease of 12%. Third-quarter 2025 net sales included $25.9 million associated with delayed revenue recognition of an order placed and shipped in 2024 (the “December China Shipment”). Excluding that amount, the prior-year comparison base would have been $68.8 million, against which third-quarter 2026 net sales would have increased 21%.

Gross profit margin for the third quarter of 2026 was 70.9% of total net sales, compared to 82.2% in the prior-year quarter. The year-over-year decline was primarily driven by the recognition under U.S. GAAP, revenues for the $25.9 million December China Shipment in the third quarter of 2025 while corresponding costs for the December China Shipment were recognized in the fourth quarter of 2024, which therefore increased the third quarter of 2025 gross margin by 6.7%. Excluding this one-time item, reported gross margin in the third quarter of 2025 would have been 75.5% (the “Adjusted Third Quarter 2025 Gross Margin”).

Several temporary factors caused gross profit margin in the third quarter of 2026 to decline from the Adjusted Third Quarter of 2025 Gross Margin:

•
Higher manufacturing costs from low production volumes in the second quarter of 2026, caused by the rollout of the Company's new enterprise resource planning (“ERP”) system
•
Higher freight costs
•
Tariffs on U.S. goods produced for China
•
Higher inventory provisions for expiring inventory

As a result of these factors, we do not expect to achieve our target gross margin of 75% in 2026, although we do expect improvement in the fourth quarter of 2026. We expect gross margin to improve going forward for several reasons. First, we expect manufacturing costs to decrease as production volumes rise in both the U.S. and Switzerland. Second, freight costs will improve once certain ERP enhancements are introduced to enable us to consolidate shipments to customers. Third, all new ICLs for China were manufactured in Switzerland starting the third quarter of 2026, we expect tariff costs will decline. Finally, we expect expiring product to decrease from the levels we saw during the first nine months of 2026.

Selling, general and administrative expenses were $53.7 million in the third quarter of 2026, compared to $59.4 million in the third quarter of 2025. Excluding restructuring, impairment, and related charges of $6.0 million recorded in the previous year that were not repeated this year, third quarter of 2025 selling, general and administrative expenses would have been $53.4 million. Third quarter of 2026 selling, general and administrative expenses included year-over-year decreases driven primarily by lower variable compensation, partially offset by higher depreciation expense associated with the Company’s ERP system.

The ERP implementation represented a significant operational undertaking for the Company this year. As sales volumes grew, unforeseen operational challenges emerged that required extensive daily manual intervention from teams across the organization. Through these concentrated efforts, the Company successfully met its sales targets for the quarter. While certain implementation-related issues persist, the Company has developed and implemented a comprehensive remediation plan and anticipates resolving the most significant issues by the end of 2026. The Company expects to continue to invest and add functionality to its systems.

 

21


 

Net income for the third quarter of 2026 was $5.6 million or $0.11 per diluted share, down from net income of $8.9 million or $0.18 per diluted share for the prior year quarter. Net income in the prior year quarter was favorably affected by the December China Shipment, tax effected at $15.2 million. Excluding this impact, the net loss would have been $6.3 million or $(0.13) per diluted share. Cash and investments available for sale increased to $206.4 million at October 2, 2026 from $181.5 million at July 3, 2026, and we expect to continue to generate cash during the remainder of the year.

In September 2026, we announced that our Board of Directors authorized the repurchase of up to $50.0 million of the Company’s common stock. We did not repurchase any shares of our common stock under this share repurchase program during the third quarter of 2026.

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. Actual results may differ, significantly at times, from these estimates if actual conditions differ from our assumptions.

Management believes that there have been no significant changes during the nine months ended October 2, 2026 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 January 2, 2026.

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

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Net sales

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

Cost of sales

 

 

29.1

%

 

 

17.8

%

 

 

26.9

%

 

 

23.7

%

Gross profit

 

 

70.9

%

 

 

82.2

%

 

 

73.1

%

 

 

76.3

%

General and administrative

 

 

22.7

%

 

 

21.9

%

 

 

21.7

%

 

 

36.4

%

Selling and marketing

 

 

29.2

%

 

 

24.8

%

 

 

28.0

%

 

 

42.2

%

Research and development

 

 

12.5

%

 

 

9.7

%

 

 

11.2

%

 

 

17.0

%

Merger transaction and related costs

 

 

0.0

%

 

 

6.3

%

 

 

2.5

%

 

 

3.3

%

Restructuring, impairment and related charges

 

 

0.0

%

 

 

0.0

%

 

 

1.0

%

 

 

15.3

%

Total selling, general and administrative

 

 

64.4

%

 

 

62.7

%

 

 

64.4

%

 

 

114.2

%

Operating income (loss)

 

 

6.5

%

 

 

19.5

%

 

 

8.7

%

 

 

(37.9

)%

Total other income, net

 

 

1.8

%

 

 

0.3

%

 

 

1.0

%

 

 

4.0

%

Income (loss) before income taxes

 

 

8.3

%

 

 

19.8

%

 

 

9.7

%

 

 

(33.9

)%

Provision for income taxes

 

 

1.7

%

 

 

10.5

%

 

 

2.7

%

 

 

0.3

%

Net income (loss)

 

 

6.6

%

 

 

9.3

%

 

 

7.0

%

 

 

(34.2

)%

 

Net Sales

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

 

 

 

Three Months Ended

 

 

Percentage
Change

 

 

Nine Months Ended

 

 

Percentage
Change

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

Net sales

 

$

83,411

 

 

$

94,732

 

 

 

(12.0

)%

 

$

270,468

 

 

$

181,641

 

 

 

48.9

%

 

22


 

Three Months Ended October 2, 2026 Compared to the Three Months Ended September 26, 2025

Net sales for the three months ended October 2, 2026 decreased 12.0% from the same period of 2025. The decrease was due to the recognition of $25.9 million in net sales related to the previously disclosed December China Shipment in the prior period, which did not recur in the current period. The December China Shipment was paid in full during the three months ended September 26, 2025. Excluding the December China Shipment from the prior period, net sales would have increased 21.1%. The composition of our net sales is primarily related to ICL sales. Net sales also include sales of delivery system and normal recurring sales adjustments such as sales return allowances.

The sales decrease was driven by the Asia Pacific (“APAC”) region, which decreased 20%. Lower sales in China drove the decrease, due to the December China Shipment. In Japan, our second largest market, sales decreased 8% due to the impact of currency fluctuation. Excluding the effects of this impact, sales were essentially flat while units grew 1%. Sales in Korea also decreased due to weakness in demand. These decreases were partially offset by increases in Taiwan, India and other areas in the APAC region. Excluding the impact of the December China Shipment, APAC sales would have increased 20%.

Sales in the Europe, Middle East and Africa (“EMEA”) region increased 31%. The increase came mainly from higher sales in the EMEA direct and distributor markets, despite the current geopolitical situation in the Middle East. Sales in the Middle East decreased 2% during this period. Excluding the Middle East, the EMEA region sales increased 51%.

The Americas region sales increased 14%, primarily due to sales growth in the U.S. and Latin America.

Changes in foreign currency unfavorably impacted net sales by $1.0 million.

Nine Months Ended October 2, 2026 Compared to the Nine Months Ended September 26, 2025

 

Net sales for the nine months ended October 2, 2026 increased 48.9% from the same period of 2025, primarily due to increased sales in China. Net sales for the nine months ended September 26, 2025 included the December China Shipment, of which a payment of $1.6 million was received during the three months ended June 27, 2025 and the remaining $25.9 million was paid in full during the three months ended September 26, 2025. Excluding the December China Shipment from the prior period, net sales would have increased 75.5%.

Sales in the APAC region increased by 66% compared to the same period of 2025. Higher China, Taiwan, Japan and Korea and other APAC markets drove the increase. Lower sales in India partially offset these increases. Excluding the impact of the December China Shipment, APAC sales would have increased 112%.

The EMEA region sales increased 8% compared to the same period of 2025. The increase came from higher sales in EMEA direct markets. The increase was partially offset by lower sales in the EMEA distributor markets, mostly in the Middle East due to the current geopolitical situation in the region. Sales in the Middle East decreased 30% during this period. Excluding the Middle East, EMEA region sales increased 20%.

The Americas region sales increased 17%, primarily due to sales growth in the U.S. and Canada and Latin America.

Changes in foreign currency unfavorably impacted net sales by $0.6 million.

Gross Profit

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

 

 

 

Three Months Ended

 

 

Percentage
Change

 

 

Nine Months Ended

 

 

Percentage
Change

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

Gross profit

 

$

59,135

 

 

$

77,875

 

 

 

(24.1

)%

 

$

197,721

 

 

$

138,679

 

 

 

42.6

%

Gross profit margin

 

 

70.9

%

 

 

82.2

%

 

 

 

 

 

73.1

%

 

 

76.3

%

 

 

 

Gross profit for the three months ended October 2, 2026 decreased 24.1% from the same period of 2025. Gross profit margin decreased to 70.9% of revenue for the three months ended October 2, 2026 compared to 82.2% of revenue for the three months ended September 26, 2025. Gross profit for the nine months ended October 2, 2026 increased 42.6% from the same period of 2025. Gross profit margin decreased to 73.1% of revenue for the nine months ended October 2, 2026 compared to 76.3% for the nine months ended September 26, 2025.

Gross profit and gross profit margin were partially affected by when the December China Shipment’s net sales and cost of sales were recognized. Its cost of sales was recognized in December 2024, when the product shipped. Its net sales were recognized at a 100% gross margin when payment was received: $1.6 million was received during the three months ended June

23


 

27, 2025 and the remaining $25.9 million during the three months ended September 26, 2025. Excluding the December China Shipment, gross profit would have been $52.0 million for the three months ended September 26, 2025 and $111.2 million for the nine months ended September 26, 2025. Gross profit margin would have been 75.5% for the three months ended September 26, 2025 and 72.1% for the nine months ended September 26, 2025. Excluding the December China Shipment, gross profit margin would have decreased for the three months ended October 2, 2026 and increased for the nine months ended October 2, 2026 compared to the same periods of 2025.

For the nine months ended October 2, 2026 two factors helped gross profit and gross profit margin compared to the same period of 2025:

•
Period costs related to the ramp-up of manufacturing in Switzerland were eliminated.
•
Advanced Manufacturing expenses were lower as a result of our cost reductions implemented during the three months ended March 28, 2025.

For both the three and nine months ended October 2, 2026, several factors hurt gross profit and gross profit margin compared to the same periods of 2025:

•
Per unit manufacturing costs were higher because of lower production volume in 2025.
•
Per unit manufacturing costs were higher for product made in Switzerland and sold to China.
•
Tariff expense was higher on product made in the U.S. and sold to China.
•
Inventory provisions increased.

We expect tariffs will continue to affect gross profit margin until we can supply 100% of EVO and EVO+ICL lenses for China from inventory produced in Switzerland. Although all new ICL’s for China were manufactured in Switzerland starting the third quarter of 2026, any U.S. product in inventory and sold to China will continue to be subject to tariffs.

General and Administrative Expense

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

 

 

 

Three Months Ended

 

 

Percentage
Change

 

 

Nine Months Ended

 

 

Percentage
Change

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

General and administrative expense

 

$

18,899

 

 

$

20,763

 

 

 

(9.0

)%

 

$

58,660

 

 

$

66,190

 

 

 

(11.4

)%

Percentage of sales

 

 

22.7

%

 

 

21.9

%

 

 

 

 

 

21.7

%

 

 

36.4

%

 

 

 

General and administrative expenses for the three months ended October 2, 2026 decreased 9.0% from the same period of 2025 due to decreased bonus and stock-based compensation expenses, partially offset by increased amortization of our cloud-based software and outside services associated with supporting our ERP system.

General and administrative expenses for the nine months ended October 2, 2026 decreased 11.4% from the same period of 2025 due to decreased bonus and stock-based compensation expenses and salary-related and payroll tax expenses, partially offset by increased amortization of our cloud-based software.

Selling and Marketing Expense

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

 

 

 

Three Months Ended

 

 

Percentage
Change

 

 

Nine Months Ended

 

 

Percentage
Change

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

Selling and marketing expense

 

$

24,316

 

 

$

23,461

 

 

 

3.6

%

 

$

75,769

 

 

$

76,689

 

 

 

(1.2

)%

Percentage of sales

 

 

29.2

%

 

 

24.8

%

 

 

 

 

 

28.0

%

 

 

42.2

%

 

 

 

Selling and marketing expenses for the three months ended October 2, 2026 increased 3.6% from the same period of 2025 due to increased amortization of our cloud-based software and outside services associated with supporting our ERP system and advertising and promotional activities, partially offset by decreased bonus and stock-based compensation expenses.

24


 

Selling and marketing expenses for the nine months ended October 2, 2026 decreased 1.2% from the same period of 2025 due to decreased advertising and promotional activities, salary-related and payroll tax expenses and trade shows and sales meeting expenses, partially offset by increased amortization of our cloud-based software and outside services associated with supporting our ERP system, severance expenses tied to headcount reductions in Global Marketing and bad debt expense.

Research and Development Expense

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

 

 

 

Three Months Ended

 

 

Percentage
Change

 

 

Nine Months Ended

 

 

Percentage
Change

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

Research and development expense

 

$

10,461

 

 

$

9,209

 

 

 

13.6

%

 

$

30,329

 

 

$

30,811

 

 

 

(1.6

)%

Percentage of sales

 

 

12.5

%

 

 

9.7

%

 

 

 

 

 

11.2

%

 

 

17.0

%

 

 

 

Research and development expenses for the three months ended October 2, 2026 increased 13.6% from the same period of 2025, due mainly to increased amortization of our cloud-based software and outside services associated with supporting our ERP system, salary-related and payroll tax expenses, and other clinical and medical affairs outside service expenses.

Research and development expenses for the nine months ended October 2, 2026 decreased 1.6% from the same period of 2025, due mainly to decreased salary-related and payroll tax expense, clinical expenses and bonus and stock-based compensation, partially offset by increased amortization of our cloud-based software and outside services associated with supporting our ERP system.

Merger Transaction and Related Costs

At the special meeting of shareholders held on January 6, 2026, the Company’s shareholders voted against the merger with Alcon. Following the termination of the Merger Agreement, the Company entered into the Cooperation Agreement with Broadwood, which provided for the reimbursement of certain reasonable out-of-pocket fees and expenses to Broadwood, Yunqi Capital and Defender Capital related to the merger with Alcon. The following table presents our professional services expenses we incurred in connection with the proposed merger with Alcon and the Cooperation Agreement (dollars in thousands):

 

 

 

Three Months Ended

 

 

Percentage
Change

 

 

Nine Months Ended

 

 

Percentage
Change

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

Merger transaction and related costs

 

$

—

 

 

$

5,926

 

 

 

(100.0

)%

 

$

6,743

 

 

$

5,926

 

 

 

13.8

%

Percentage of sales

 

 

0.0

%

 

 

6.3

%

 

 

 

 

 

2.5

%

 

 

3.3

%

 

 

 

 

Restructuring, Impairment and Related Charges

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

 

 

 

Three Months Ended

 

 

Percentage
Change

 

 

Nine Months Ended

 

 

Percentage
Change

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

Restructuring, impairment and related charges

 

$

—

 

 

$

26

 

 

 

(100.0

)%

 

$

2,681

 

 

$

27,938

 

 

 

(90.4

)%

Percentage of sales

 

 

0.0

%

 

 

0.0

%

 

 

 

 

 

1.0

%

 

 

15.3

%

 

 

 

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. In addition, in 2026, as a result of the Cooperation Agreement with Broadwood, we incurred additional restructuring related charges related to leadership realignment as follows (in thousands):

 

25


 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

Severance and reduction in workforce

 

$

—

 

 

$

18

 

 

$

1,614

 

 

$

12,471

 

Consulting expenses

 

 

—

 

 

 

8

 

 

 

1,067

 

 

 

874

 

Impairment on leasehold improvements and machinery and equipment(1)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

7,759

 

Impairment on real property right-of-use assets(2)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

4,083

 

Impairment on internally developed software(1)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,751

 

 

 

$

—

 

 

$

26

 

 

$

2,681

 

 

$

27,938

 

 

(1)
The Company will no longer be using these assets.
(2)
The Company is actively pursuing subleasing opportunities.

Other Income, Net

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

 

 

 

Three Months Ended

 

 

Percentage
Change

 

 

Nine Months Ended

 

 

Percentage
Change

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

Other income, net

 

$

1,521

 

 

$

300

 

 

 

—

*

 

$

2,683

 

 

$

7,264

 

 

 

(63.1

)%

Percentage of sales

 

 

1.8

%

 

 

0.3

%

 

 

 

 

 

1.0

%

 

 

4.0

%

 

 

 

 

* Denotes change is greater than +100%.

The increase in other income, net for the three months ended October 2, 2026, was due mainly to lower foreign exchange losses and higher interest income. The decrease in other income, net for the nine months ended October 2, 2026, was due to higher foreign exchange losses and lower interest income.

Provision for Income Taxes

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

 

 

 

Three Months Ended

 

 

Percentage
Change

 

 

Nine Months Ended

 

 

Percentage
Change

 

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

 

October 2, 2026

 

 

September 26, 2025

 

 

2026 vs. 2025

 

Provision for income taxes

 

$

1,405

 

 

$

9,906

 

 

 

(85.8

)%

 

$

7,383

 

 

$

528

 

 

 

—

*

 

* Denotes change is greater than +100%.

The effective tax rates for the three months ended October 2, 2026 and September 26, 2025 were 20.1% and 52.7%, respectively, and were 28.2% and (0.9)% for the nine months ended October 2, 2026 and September 26, 2025, 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

26


 

activities is insufficient to satisfy our future capital requirements in the long-term, we may need to seek additional capital. Our financial condition at October 2, 2026 and January 2, 2026 included the following (in thousands):

 

 

 

October 2, 2026

 

 

January 2, 2026

 

 

2026 vs. 2025

 

Cash and cash equivalents

 

$

133,610

 

 

$

153,150

 

 

$

(19,540

)

Investments available for sale

 

 

72,804

 

 

 

34,386

 

 

 

38,418

 

Total

 

$

206,414

 

 

$

187,536

 

 

$

18,878

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

$

353,430

 

 

$

311,545

 

 

$

41,885

 

Current liabilities

 

 

75,541

 

 

 

68,504

 

 

 

7,037

 

Working capital

 

$

277,889

 

 

$

243,041

 

 

$

34,848

 

 

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 beyond 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 nine months ended October 2, 2026 and September 26, 2025 was as follows (in thousands):

 

 

 

Nine Months Ended

 

 

 

October 2, 2026

 

 

September 26, 2025

 

Cash flows from:

 

 

 

 

 

 

Operating activities

 

$

25,310

 

 

$

(30,316

)

Investing activities

 

 

(39,887

)

 

 

65,754

 

Financing activities

 

 

(4,514

)

 

 

(4,505

)

Effect of exchange rate changes

 

 

(449

)

 

 

1,063

 

Net increase (decrease) in cash and cash equivalents

 

 

(19,540

)

 

 

31,996

 

Cash and cash equivalents, at beginning of year

 

 

153,150

 

 

 

144,159

 

Cash and cash equivalents, at end of period

 

$

133,610

 

 

$

176,155

 

 

For the nine months ended October 2, 2026, net cash provided by operating activities consisted of $36.3 million in non-cash items primarily related to stock-based compensation, depreciation of property, plant and equipment and changes in inventory provision and $18.8 million in net income, partially offset by $29.8 million in working-capital changes primarily related to changes in accounts receivable and partially offset by changes in inventories. For the nine months ended September 26, 2025, net cash used in operating activities consisted of $62.1 million in net loss and $17.6 million in working-capital changes primarily related to changes in inventories, cloud-based software and accounts payable and other current and non-current liabilities and partially offset by changes in accounts receivable; this was partially offset by $49.4 million in in non-cash items primarily related to stock-based compensation and impairment on fixed assets and operating leases.

For the nine months ended October 2, 2026, net cash used in investing activities was $39.9 million which included $81.9 million of purchases of investments AFS, partially offset by $43.9 million of proceeds from the maturity and sale of investments AFS. For the nine months ended September 26, 2025, net cash provided by investing activities was $65.8 million which included $96.4 million of proceeds from the maturity and sale of investments AFS, partially offset by $26.5 million in purchases of investments AFS.

For the nine months ended October 2, 2026, net cash used in financing activities was $4.5 million which consisted of $5.9 million to repurchase employee common stock for taxes withheld, partially offset by $1.4 million of proceeds from the exercise of stock options. For the nine months ended September 26, 2025, net cash used in financing activities was $4.5 million which primarily consisted of $6.5 million of repurchases of common stock pursuant to our share repurchase program and $1.4 million to repurchase employee common stock for taxes withheld, partially offset by $3.4 million of proceeds from the exercise of stock options.

27


 

Commitments

Executive Agreements

The Company has entered into agreements with certain of its executives that provide for severance payments and benefits upon termination of employment by the company without “cause” or by the executive for “good reason” as defined in the applicable agreements. Certain executives are also party to agreements that provide for enhanced payments and benefits in connection with a termination of employment upon a “change in control.”

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the nine months ended October 2, 2026, 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 January 2, 2026.

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 October 2, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

From time to time, the Company is involved in various legal proceedings, claims, regulatory actions and other matters arising in the normal course of business. These legal proceedings, claims, regulatory actions and other matters may relate to, among other things, contractual rights and obligations, vendor and distributor relationships, employment matters, and claims of product liability or medical device quality compliance. 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.

28


 

ITEM 1A. RISK FACTORS

Our short and long-term success is subject to many factors that are beyond our control. Investors and prospective investors should consider carefully information contained in this report and the risks and uncertainties described in “Part I—Item 1A—Risk Factors” of the Company’s Form 10-K for the fiscal year ended January 2, 2026. Such risks and uncertainties could materially adversely affect our business, financial condition or operating results.

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 October 2, 2026, on a monthly basis:

 

Period

 

Total Number of Shares (or Units) Purchased

 

 

Average Price Paid per Share (or Unit)

 

 

Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs

 

 

Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs (in thousands)(1)

 

July 6 - July 31, 2026

 

 

—

 

 

$

—

 

 

 

—

 

 

$

—

 

August - 1 - August 28, 2026

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

August 29 - October 2, 2026

 

 

—

 

 

 

—

 

 

 

—

 

 

 

50,000

 

Total

 

 

—

 

 

 

 

 

 

—

 

 

 

 

 

(1)
On September 24, 2026, the Company announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $50.0 million of its outstanding common stock for a term expiring on September 24, 2027. During the three months ended October 2, 2026 the Company did not repurchase any of its shares under the share repurchase program. As of October 2, 2026, $50.0 million remained available for repurchases pursuant to our share repurchase program. The share repurchase program is expected to continue over the next twelve months, unless extended or shortened by the Board of Directors. The Company’s prior share repurchase program, announced in May 2025, expired according to its terms on or about May 15, 2026. 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, and/or other standard mechanisms. 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 5. OTHER INFORMATION

(c)
Trading Plans

During the quarter ended October 2, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated:

(i)
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
(ii)
Any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of item 408(a) of Regulation S-K.

29


 

ITEM 6. EXHIBITS

 

Exhibit Number

 

 

Description

 

 

 

 

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

 

 

Offer Letter, effective September 8, 2026, by and between the Company and David Bailey (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K/A as filed with the Commission on October 5, 2026).

 

 

 

 

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 October 2, 2026 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 October 2, 2026, has been formatted in Inline XBRL with applicable taxonomy extension information contained in Exhibit 101.

 

 

 

 

 

*

 

 

Filed herewith.

 

 

 

 

**

 

 

Certification furnished herewith solely to accompany this quarterly 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.

 

30


 

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:

 

November 4, 2026

By:

 

/s/ DEBORAH ANDREWS

 

 

 

 

 

Deborah Andrews

 

 

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

 

 

(on behalf of the Registrant and as its principal financial officer)

 

31


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