CLO Nathaniel Sisitsky exits STAAR Surgical (NASDAQ: STAA) with package

Rhea-AI Filing Summary

STAAR Surgical Company reported that Chief Legal Officer and Corporate Secretary Nathaniel Sisitsky entered a letter agreement providing for his termination of employment, effective February 4, 2026, which will be treated as a termination by the company without cause.

Under the agreement, and consistent with his prior severance arrangement, he is eligible for 12 months of base salary and 12 months of reimbursed insurance premiums, subject to a general release. He will also receive his 2025 annual bonus on the same basis as executives who remain employed, plus a remaining cash recognition and retention award installment of $75,000.

STAAR Surgical also entered into a consulting agreement under which Sisitsky will provide legal transition services through March 13, 2026, or earlier if agreed, for fees of $8,000 per week and a potential $10,000 completion fee. Restricted stock units scheduled to vest in March 2026 vested as of his separation date, while all other unvested equity awards were forfeited.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2026 (February 4, 2026)

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

On February 4, 2026, STAAR Surgical Company (the “Company”) entered into a letter agreement with Nathaniel Sisitsky, the Company’s Chief Legal Officer and Corporate Secretary (the “Letter Agreement”), that provides for Mr. Sisitsky’s termination of employment, effective as of February 4, 2026 (the “Separation Date”). Mr. Sisitsky’s termination of employment with the Company will be treated as a termination by the Company without cause for all purposes. The Company also entered into a consulting agreement with Mr. Sisitsky, effective as of the Separation Date, pursuant to which Mr. Sisitsky has agreed to provide consulting services (the “Consulting Services”) related to the performance and transition of responsibilities for the Company’s legal function, through March 13, 2026, or such earlier date as is determined by the parties.

The Letter Agreement provides that, in accordance with Mr. Sisitsky’s Severance Agreement with the Company, dated as of December 12, 2023 (the “Severance Agreement”), Mr. Sisitsky will be eligible to receive Base Pay and Employee Benefits (as each such term is defined in the Severance Agreement), including payment of the equivalent of twelve (12) months of Mr. Sisitsky’s base salary and reimbursement of premiums for continued coverage under the Company’s insurance benefit plans for a period of twelve (12) months, in each case subject to the execution and nonrevocation by Mr. Sisitsky of a general release. Pursuant to the Letter Agreement, the Company also agreed that Mr. Sisitsky shall be entitled to receive his 2025 annual bonus, on the same basis and at the same time as it pays 2025 annual bonuses to executives who remain employed on the payment date, as well as the remaining unpaid installment of Mr. Sisitsky’s cash recognition and retention award, in the amount of $75,000. In addition, restricted stock units (“RSUs”) previously granted to Mr. Sisitsky that would otherwise vest in March 2026 (the “March RSUs”) were accelerated and vested as of the Separation Date. All other equity awards granted to Mr. Sisitsky, including outstanding stock options, unvested performance stock units, and unvested RSUs (other than the March RSUs) were forfeited for no consideration as of the Separation Date. Mr. Sisitsky shall receive consulting fees of $8,000 per week as payment for the Consulting Services, and he shall be eligible for a supplemental “Completion Fee” of $10,000 upon the successful completion of the Consulting Services, as determined by the Company.

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

By: /s/ Deborah Andrews

Name: Deborah Andrews

Title: Interim Co-Chief Executive Officer and Chief Financial Officer

Dated: February 4, 2026

FAQ

What executive leadership change did STAAR Surgical (STAA) disclose?

STAAR Surgical disclosed the departure of Chief Legal Officer Nathaniel Sisitsky, effective February 4, 2026. His exit is governed by a letter agreement and will be treated as a termination without cause, triggering severance and bonus eligibility under his existing severance arrangement.

How is Nathaniel Sisitskys termination classified by STAAR Surgical (STAA)?

His termination is treated as a termination by STAAR Surgical without cause for all purposes. This classification activates severance protections in his December 2023 Severance Agreement, including salary continuation, benefit reimbursement, and certain bonus and award rights, subject to a signed general release.

What severance and cash benefits will Sisitsky receive from STAAR Surgical (STAA)?

Sisitsky is eligible for 12 months of base salary and 12 months of reimbursed insurance premiums. He will also receive his 2025 annual bonus on the same basis as continuing executives, plus the remaining unpaid installment of his recognition and retention award of $75,000.

What happens to Nathaniel Sisitskys equity awards at STAAR Surgical (STAA)?

Restricted stock units scheduled to vest in March 2026 were accelerated and vested on his separation date. All other equity awards, including stock options, unvested performance stock units, and other unvested RSUs, were forfeited for no consideration as of that date.

What are the terms of Sisitskys consulting agreement with STAAR Surgical (STAA)?

Sisitsky agreed to provide legal transition consulting services through March 13, 2026, or an earlier agreed date. He will receive consulting fees of $8,000 per week and may earn a supplemental $10,000 completion fee if the company determines the services are successfully completed.

Why will Nathaniel Sisitsky still receive a 2025 bonus from STAAR Surgical (STAA)?

The company agreed he will receive his 2025 annual bonus despite his February 2026 separation. The bonus will be paid on the same basis and timing as to executives who remain employed through the payment date, consistent with his negotiated separation terms.