STAAR Surgical (NASDAQ: STAA) details investor case for Alcon deal

Rhea-AI Filing Summary

STAAR Surgical Company furnished an investor presentation and related press release explaining why its proposed merger with Alcon is presented as maximizing value for stockholders. These materials, dated September 26, 2025, are provided as exhibits and are described as being furnished under Regulation FD rather than filed, which limits their use in certain legal contexts. The company reminds investors that detailed information about the merger and the related vote is contained in its definitive proxy statement on Schedule 14A filed and first sent to stockholders on September 16, 2025. The communication also includes extensive forward-looking statement language outlining risks that could delay, prevent or affect the merger, such as failure to obtain stockholder or regulatory approvals, possible termination of the merger agreement, business disruption, retention of key personnel, potential legal proceedings, and stock price impacts if the transaction does not close.

Insights

M&A and corporate governance analyst

STAAR updates investors on its Alcon merger case via Reg FD materials.

STAAR Surgical is using an investor presentation and press release to reiterate why management believes the proposed merger with Alcon maximizes value for stockholders. By furnishing these materials under Regulation FD, the company is ensuring broad, simultaneous access to its merger messaging without having the content treated as formally filed financial information.

The communication directs investors to the definitive proxy statement filed on September 16, 2025 for comprehensive details on terms, rationale and voting procedures. It also emphasizes that directors, executives and other personnel may be participants in the proxy solicitation, pointing readers to prior proxy and Form 10‑K disclosures for ownership and compensation information.

The forward‑looking statement section highlights key risks to closing, including failure to obtain stockholder approval, required regulatory clearances, satisfaction of closing conditions, potential litigation and business disruption. Actual impact on investors will depend on outcomes of the stockholder vote and regulatory review, which are referenced as critical conditions for completing the proposed transaction.

STAAR SURGICAL CO false 0000718937 0000718937 2025-09-26 2025-09-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2025

STAAR Surgical Company

(Exact name of registrant as specified in its charter)

Delaware		0-11634		95-3797439
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

25510 Commercentre Drive Lake Forest, California				92630
(Address of principal executive offices)				(Zip Code)

626-303-7902

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 7.01. Regulation FD Disclosure.

On September 26, 2025, STAAR Surgical Company, a Delaware corporation (the “Company”), issued an investor presentation discussing highlighted reasons why the proposed merger with Alcon maximizes value for Company stockholders, and issued a related press release. A copy of such investor presentation and press release are furnished as Exhibits 99.1 and 99.2 to this Current Report, respectively, and are incorporated herein by reference.

The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit
99.1		Investor presentation, dated as of September 26, 2025
99.2		Press release regarding investor presentation, dated as of September 26, 2025
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

Additional Information About the Merger and Where to Find It

This communication relates to the proposed transaction involving STAAR. In connection with the proposed transaction, STAAR has filed relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including STAAR’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), on September 16, 2025. The Proxy Statement was first sent to STAAR stockholders on September 16, 2025. This communication is not a substitute for the Proxy Statement or any other document that STAAR may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF STAAR ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website, www.sec.gov, or by visiting STAAR’s investor relations website, https://investors.staar.com.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation

Under SEC rules, STAAR and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the holders of STAAR’s common stock in connection with the proposed transaction. Information about the directors and executive officers of STAAR and their ownership of STAAR’s common stock is set forth in the Proxy Statement, the definitive proxy statement for STAAR’s 2025 Annual Meeting of Stockholders (the “Annual Proxy Statement”), which was filed with the SEC on April 24, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000718937/000095017025058174/staa-20250424.htm), including the sections captioned “Compensation of Directors,” “Information Regarding Executive Officers” and “Security Ownership of Principal Shareholders and Management,” or its Annual Report on Form 10-K for the year ended December 27, 2024, which was filed with the SEC on February 21, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000718937/000095017025024813/staa-20241227.htm), and in other documents filed by STAAR with the SEC. To the extent holdings of such participants in STAAR’s securities have changed since the amounts described in the Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC by STAAR’s directors and executive officers. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.

Forward-Looking Statements

The information covered by this communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often contain words such as “anticipate,” “believe,” “expect,” “plan,” “estimate,” “project,” “continue,” “will,” “should,” “may,” and similar terms. All statements in this communication that are not statements of historical fact are forward-looking statements. These forward-looking statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Alcon merger agreement or could cause the consummation of the proposed transaction to be delayed or to fail to occur; (2) the failure to obtain approval of the proposed transaction from STAAR’s stockholders; (3) the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within the expected timeframes or at all; (4) risks related to disruption of management’s attention from STAAR’s ongoing business operations due to the proposed transaction; (5) the effect of the announcement of the proposed transaction on the ability of STAAR to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; (6) the ability of STAAR to meet expectations regarding the timing and completion of the transaction; (7) the outcome of any legal proceedings that may be instituted against STAAR related to the proposed transaction; (8) the possibility that STAAR’s stock price may decline significantly if the proposed transaction is not consummated; and (9) other important factors set forth in the Proxy Statement under the caption “Risk Factors” and STAAR’s Annual Report on Form 10-K for the year ended December 27, 2024 under the caption “Risk Factors,” as any such factors may be updated from time to time in STAAR’s other filings with the SEC.

Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, STAAR undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURES

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

				STAAR Surgical Company
Date: September 26, 2025				By:		/s/ Stephen C. Farrell
				Name:		Stephen C. Farrell
				Title:		Chief Executive Officer

FAQ

What did STAAR Surgical (STAA) disclose about its merger with Alcon?

STAAR Surgical furnished an investor presentation and press release that outline highlighted reasons why the proposed merger with Alcon is described as maximizing value for its stockholders.

How did STAAR Surgical share the new Alcon merger materials with investors?

The company made the investor presentation and related press release available as Exhibits 99.1 and 99.2, furnished under Regulation FD so all investors receive the information at the same time.

Where can STAAR Surgical (STAA) investors find full details on the Alcon merger?

Investors are directed to STAAR’s definitive proxy statement on Schedule 14A, filed and first sent to stockholders on September 16, 2025, and available free of charge on the SEC’s website and STAAR’s investor relations site.

Does this STAAR Surgical communication ask stockholders to buy or sell securities?

No. The communication states it is for informational purposes only and explicitly notes it does not constitute an offer to purchase or sell securities or a solicitation of any vote or approval in any jurisdiction.

What risks to the Alcon merger does STAAR Surgical highlight?

The forward-looking section cites risks such as possible termination of the merger agreement, failure to obtain stockholder or regulatory approvals, disruption to ongoing operations, retention of key personnel, potential legal proceedings, and the possibility of a significant stock price decline if the merger is not completed.

Who may be considered participants in STAAR Surgical’s proxy solicitation for the Alcon merger?

Under SEC rules, STAAR, its directors, executive officers, management and certain employees may be deemed participants in soliciting proxies, with their ownership and compensation details described in the definitive proxy statement and prior filings.