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STAAR Surgical (STAA) links CEO options to $50–$100 hurdles

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

STAAR SURGICAL CO (STAA) reported multiple equity awards to President and CEO Warren Foust on August 14, 2026. He received 22,493 restricted stock units, each RSU convertible into one share of common stock, vesting over three years. He was granted stock options for 40,471 and 37,962 shares at an exercise price of $26.18 per share, plus performance stock options for 131,830 and 123,659 shares, also at $26.18, which vest based on both time and stock-price hurdles of $50.00, $75.00 and $100.00 per share. In addition, third tranches of performance stock units of 7,331 and 3,666 units vested, settling into common stock, with 3,730 and 1,865 shares, respectively, withheld to satisfy taxes.

Positive

  • None.

Negative

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Insider Foust Warren
Role President and CEO
Type Security Shares Price Value
Grant/Award Restricted Stock Units F3, F4 22,493 $0.00 $0.00
Grant/Award Stock Option (right to buy) F5 40,471 $0.00 $0.00
Grant/Award Stock Option (right to buy) F6 37,962 $0.00 $0.00
Grant/Award Performance Stock Option (right to buy) F7 131,830 $0.00 $0.00
Grant/Award Performance Stock Option (right to buy) F8 123,659 $0.00 $0.00
Exercise Performance Stock Units F9 7,331 $0.00 $0.00
Exercise Performance Stock Units F10 3,666 $0.00 $0.00
Exercise Common Stock 7,331 $0.00 $0.00
Tax Withholding Common Stock F1 3,730 $26.18 $98K
Exercise Common Stock 3,666 $0.00 $0.00
Tax Withholding Common Stock F2 1,865 $26.18 $49K
Holdings After Transaction: Restricted Stock Units — 22,493 shares (Direct); Stock Option (right to buy) — 78,433 shares (Direct); Performance Stock Option (right to buy) — 255,489 shares (Direct); Performance Stock Units — 97,553 shares (Direct); Common Stock — 95,816 shares (Direct)
Footnotes (10)
  1. F1. On August 14, 2026, the third tranche of 7,331 performance stock units ("PSUs") awarded to the Reporting Person under the Issuer's 2025 Performance Stock Award Program ("2025 PSU Program") in connection with his annual equity grant vested, of which 3,730 shares were withheld to satisfy taxes.
  2. F2. On August 14, 2026, the third tranche of 3,666 PSUs awarded to the Reporting Person under the Issuer's 2025 PSU Program in connection with his expanded role as President and Chief Operating Officer vested, of which 1,865 shares were withheld to satisfy taxes.
  3. F3. Each RSU represents the right to receive one share of the Corporation's common stock upon vesting.
  4. F4. The Reporting Person was granted Issuer restricted stock units (RSUs) on August 14, 2026 (the "Grant Date"). These RSUs vest as to 1/3 on the first anniversary of the Grant Date, and the remaining 2/3 vesting in 24 substantially equal monthly installments thereafter.
  5. F5. The Reporting Person was granted an option to purchase 40,471 shares of Company common stock. The shares underlying the option vest over three years from the Grant Date, with one-third vesting on the first anniversary of the Grant Date and the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter
  6. F6. The Reporting Person was granted an option to purchase 37,962 shares of Company common stock. The shares underlying the option vest over 42 months from the Grant Date, with one-third vesting on the 18-month anniversary of the Grant Date and the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter.
  7. F7. The Reporting Person was granted a performance option to purchase 131,830 shares of Company common stock. The shares underlying the option vest over a performance period ending on the earlier of a change in control and the 10-year anniversary of the Grant Date, subject to achievement of stock-price hurdles of $50.00, $75.00 and $100.00 per share, and time vest as to one-third on the first anniversary of the Grant Date with the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter.
  8. F8. The Reporting Person was granted a performance option to purchase 123,659 shares of Company common stock. The shares underlying the option vest over a performance period ending on the earlier of a change in control and the 10-year anniversary of the Grant Date, subject to achievement of stock-price hurdles of $50.00, $75.00 and $100.00 per share, and time vest as to one-third on the 18-month anniversary of the Grant Date with the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter.
  9. F9. Represents the settlement of the third tranche of PSUs awarded to the Reporting Person in connection with his annual equity grant under the 2025 PSU Program. The number of shares was determined upon certification by the Compensation Committee based on achievement of applicable performance goals. The original grant was exempt pursuant to Rule 16b-3(d) and was not previously reported.
  10. F10. Represents the settlement of the third tranche of PSUs awarded under the 2025 PSU Program to the Reporting Person in connection with his expanded role as President & Chief Operating Officer. The number of shares earned was determined upon certification by the Compensation Committee based on achievement of applicable performance goals. The original grant was exempt pursuant to Rule 16b-3(d) and was not previously reported.
RSUs granted 22,493 shares Restricted stock units granted to Warren Foust on August 14, 2026
Time-based stock option grant 1 40,471 shares at $26.18 per share Option grant to purchase common stock, expiring August 13, 2036
Time-based stock option grant 2 37,962 shares at $26.18 per share Option grant to purchase common stock, expiring August 13, 2036
Performance stock option grant 1 131,830 shares at $26.18 per share Performance option with stock-price hurdles of $50.00, $75.00 and $100.00
Performance stock option grant 2 123,659 shares at $26.18 per share Performance option with stock-price hurdles of $50.00, $75.00 and $100.00
PSUs vested (annual grant tranche) 7,331 units Third tranche of PSUs under 2025 PSU Program annual equity grant
PSUs vested (expanded role tranche) 3,666 units Third tranche of PSUs under 2025 PSU Program for expanded role
Shares withheld for taxes 3,730 and 1,865 shares Shares withheld upon PSU vesting to satisfy tax liabilities
Restricted Stock Units financial
"Each RSU represents the right to receive one share of the Corporation's common"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"the third tranche of 7,331 performance stock units ("PSUs") awarded to the Reporting"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Performance Stock Award Program financial
"awarded to the Reporting Person under the Issuer's 2025 Performance Stock Award"
stock-price hurdles financial
"subject to achievement of stock-price hurdles of $50.00, $75.00 and $100.00 per"
Rule 16b-3(d) regulatory
"The original grant was exempt pursuant to Rule 16b-3(d) and was not"
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

FAQ

What new equity awards did STAAR SURGICAL (STAA) grant to CEO Warren Foust on August 14, 2026?

On August 14, 2026, Warren Foust received 22,493 RSUs, stock options for 40,471 and 37,962 shares at $26.18, and performance stock options for 131,830 and 123,659 shares, all tied to STAAR SURGICAL common stock.

How do the new restricted stock units for STAA’s CEO vest?

The 22,493 RSUs granted to STAA CEO Warren Foust vest one-third on the first anniversary of the August 14, 2026 grant date, with the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter, subject to continued service.

What are the vesting terms of Warren Foust’s time-based stock options at STAAR SURGICAL (STAA)?

Foust’s options for 40,471 shares vest one-third after one year and the rest over 24 monthly installments. His 37,962-share option vests one-third after 18 months, with the remaining two-thirds also vesting in 24 monthly installments from that point.

What performance conditions apply to the new performance stock options granted by STAA?

The performance options for 131,830 and 123,659 shares vest over a performance period ending on the earlier of a change in control or 10 years, and depend on stock-price hurdles of $50.00, $75.00 and $100.00 per share plus time-based vesting milestones.

What performance stock units vested for the STAA CEO, and were any shares withheld for taxes?

The third tranches of 7,331 and 3,666 performance stock units vested for Warren Foust under the 2025 PSU Program. Upon settlement into common stock, 3,730 and 1,865 shares, respectively, were withheld to satisfy taxes.

Did Warren Foust sell any STAAR SURGICAL (STAA) shares in the market in this Form 4?

The Form 4 reports no open-market purchases or sales. Dispositions of 3,730 and 1,865 shares of common stock were recorded under code F, representing shares withheld to satisfy tax liabilities upon PSU vesting, not voluntary market sales.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Foust Warren

(Last)(First)(Middle)
25510 COMMERCENTRE DRIVE

(Street)
LAKE FOREST CALIFORNIA 92630

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
STAAR SURGICAL CO [ STAA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/14/2026M7,331A$093,887D
Common Stock08/14/2026F3,730(1)D$26.1897,617D
Common Stock08/14/2026M3,666A$093,951D
Common Stock08/14/2026F1,865(2)D$26.1895,816D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(3)08/14/2026A22,493 (4) (4)Common Stock22,493$022,493D
Stock Option (right to buy)$26.1808/14/2026A40,471 (5)08/13/2036Common Stock40,471$040,471D
Stock Option (right to buy)$26.1808/14/2026A37,962 (6)08/13/2036Common Stock37,962$037,962D
Performance Stock Option (right to buy)$26.1808/14/2026A131,830 (7)08/13/2036Common Stock131,830$0131,830D
Performance Stock Option (right to buy)$26.1808/14/2026A123,659 (8)08/13/2036Common Stock123,659$0123,659D
Performance Stock Units$008/14/2026M7,331 (9)12/31/2027Common Stock7,331$093,887D
Performance Stock Units$008/14/2026M3,666 (10)12/31/2027Common Stock3,666$097,553D
Explanation of Responses:
1. On August 14, 2026, the third tranche of 7,331 performance stock units ("PSUs") awarded to the Reporting Person under the Issuer's 2025 Performance Stock Award Program ("2025 PSU Program") in connection with his annual equity grant vested, of which 3,730 shares were withheld to satisfy taxes.
2. On August 14, 2026, the third tranche of 3,666 PSUs awarded to the Reporting Person under the Issuer's 2025 PSU Program in connection with his expanded role as President and Chief Operating Officer vested, of which 1,865 shares were withheld to satisfy taxes.
3. Each RSU represents the right to receive one share of the Corporation's common stock upon vesting.
4. The Reporting Person was granted Issuer restricted stock units (RSUs) on August 14, 2026 (the "Grant Date"). These RSUs vest as to 1/3 on the first anniversary of the Grant Date, and the remaining 2/3 vesting in 24 substantially equal monthly installments thereafter.
5. The Reporting Person was granted an option to purchase 40,471 shares of Company common stock. The shares underlying the option vest over three years from the Grant Date, with one-third vesting on the first anniversary of the Grant Date and the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter
6. The Reporting Person was granted an option to purchase 37,962 shares of Company common stock. The shares underlying the option vest over 42 months from the Grant Date, with one-third vesting on the 18-month anniversary of the Grant Date and the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter.
7. The Reporting Person was granted a performance option to purchase 131,830 shares of Company common stock. The shares underlying the option vest over a performance period ending on the earlier of a change in control and the 10-year anniversary of the Grant Date, subject to achievement of stock-price hurdles of $50.00, $75.00 and $100.00 per share, and time vest as to one-third on the first anniversary of the Grant Date with the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter.
8. The Reporting Person was granted a performance option to purchase 123,659 shares of Company common stock. The shares underlying the option vest over a performance period ending on the earlier of a change in control and the 10-year anniversary of the Grant Date, subject to achievement of stock-price hurdles of $50.00, $75.00 and $100.00 per share, and time vest as to one-third on the 18-month anniversary of the Grant Date with the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter.
9. Represents the settlement of the third tranche of PSUs awarded to the Reporting Person in connection with his annual equity grant under the 2025 PSU Program. The number of shares was determined upon certification by the Compensation Committee based on achievement of applicable performance goals. The original grant was exempt pursuant to Rule 16b-3(d) and was not previously reported.
10. Represents the settlement of the third tranche of PSUs awarded under the 2025 PSU Program to the Reporting Person in connection with his expanded role as President & Chief Operating Officer. The number of shares earned was determined upon certification by the Compensation Committee based on achievement of applicable performance goals. The original grant was exempt pursuant to Rule 16b-3(d) and was not previously reported.
/s/ Warren Foust08/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)