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STAAR Surgical (STAA) interim co-CEO reports PSU vesting and tax withholding

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

STAAR Surgical’s interim co-CEO and President & COO Warren Foust reported routine equity compensation activity tied to performance stock units on May 15, 2026. Several tranches of 2025 performance stock units vested and were settled into common shares, with a portion of the shares withheld to cover tax obligations at $32.07 per share. Following these transactions, Foust directly held 81,579 shares of common stock.

Positive

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Insider Foust Warren
Role Interim Co-CEO and Pres. & COO
Type Security Shares Price Value
Exercise Performance Stock Units 14,662 $0.00 --
Exercise Performance Stock Units 7,331 $0.00 --
Exercise Performance Stock Units 7,331 $0.00 --
Exercise Performance Stock Units 3,666 $0.00 --
Grant/Award Common Stock 14,662 $0.00 --
Tax Withholding Common Stock 7,460 $32.07 $239K
Grant/Award Common Stock 7,331 $0.00 --
Tax Withholding Common Stock 3,730 $32.07 $120K
Grant/Award Common Stock 7,331 $0.00 --
Tax Withholding Common Stock 3,730 $32.07 $120K
Grant/Award Common Stock 3,666 $0.00 --
Tax Withholding Common Stock 1,865 $32.07 $60K
Holdings After Transaction: Performance Stock Units — 14,662 shares (Direct, null); Common Stock — 81,579 shares (Direct, null)
Footnotes (1)
  1. On May 15, 2026, the first tranche of 14,662 performance stock units ("PSUs") awarded to the Reporting Person under the Issuer's 2025 Performance Stock Unit Award Program ("2025 PSU Program") in connection with his annual equity grant vested, of which 7,460 shares were withheld to satisfy taxes . On May 15, 2026, the second tranche of 7,331 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with his annual equity grant vested, of which 3,730 shares were withheld to satisfy taxes. On May 15, 2026, the first tranche of 7,331 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with his expanded role as President & Chief Operating Officer vested, of which 3,730 shares were withheld to satisfy taxes. On May 15, 2026, the second tranche of 3,666 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with his expanded role as President & Chief Operating Officer vested, of which 1,865 shares were withheld to satisfy taxes. Represents the settlement of the first tranche of performance stock units awarded to the Reporting Person in connection with his annual equity grant under the 2025 PSU Program. 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. Represents the settlement of the second tranche of performance stock units awarded to the Reporting Person in connection with his annual equity grant under the 2025 PSU Program. 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. Represents the settlement of the first tranche of performance stock units 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. Represents the settlement of the second tranche of performance stock units 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.
PSUs exercised 32,990 units Performance stock units converted to common stock on May 15, 2026
Shares withheld for taxes 16,785 shares Tax-withholding dispositions at $32.07 per share
Tax-withholding price $32.07 per share Price used to value shares withheld for tax liabilities
Shares held after transactions 81,579 shares Common stock directly owned by Warren Foust after May 15, 2026
Tax-withholding transactions 4 transactions Code F non-derivative dispositions to satisfy tax obligations
PSU exercises 4 transactions Code M derivative exercises converting PSUs into common stock
Performance Stock Units financial
"the first tranche of 14,662 performance stock units ("PSUs") awarded to the Reporting Person"
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.
tax-withholding disposition financial
"of which 7,460 shares were withheld to satisfy taxes"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
2025 Performance Stock Unit Award Program financial
"awarded to the Reporting Person under the Issuer's 2025 Performance Stock Unit Award Program ("2025 PSU Program")"
Compensation Committee financial
"determined upon certification by the Compensation Committee based on achievement of applicable performance goals"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Rule 16b-3(d) regulatory
"The original grant was exempt pursuant to Rule 16b-3(d) and was not previously reported."
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.
Form 4 Insider Transactions: What Each Field Means →
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)
Interim Co-CEO and Pres. & COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		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 Stock05/15/2026A14,662A$081,579D
Common Stock05/15/2026F7,460(1)D$32.0774,119D
Common Stock05/15/2026A7,331A$081,450D
Common Stock05/15/2026F3,730(2)D$32.0777,720D
Common Stock05/15/2026A7,331A$085,051D
Common Stock05/15/2026F3,730(3)D$32.0781,321D
Common Stock05/15/2026A3,666A$084,987D
Common Stock05/15/2026F1,865(4)D$32.0783,112D
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
Performance Stock Units$005/15/2026M14,662 (5)12/31/2027Common Stock14,662$014,662D
Performance Stock Units$005/15/2026M7,331 (6)12/31/2027Common Stock7,331$021,993D
Performance Stock Units$005/15/2026M7,331 (7)12/31/2027Common Stock7,331$029,324D
Performance Stock Units$005/15/2026M3,666 (8)12/31/2027Common Stock3,666$032,990D
Explanation of Responses:
1. On May 15, 2026, the first tranche of 14,662 performance stock units ("PSUs") awarded to the Reporting Person under the Issuer's 2025 Performance Stock Unit Award Program ("2025 PSU Program") in connection with his annual equity grant vested, of which 7,460 shares were withheld to satisfy taxes .
2. On May 15, 2026, the second tranche of 7,331 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with his annual equity grant vested, of which 3,730 shares were withheld to satisfy taxes.
3. On May 15, 2026, the first tranche of 7,331 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with his expanded role as President & Chief Operating Officer vested, of which 3,730 shares were withheld to satisfy taxes.
4. On May 15, 2026, the second tranche of 3,666 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with his expanded role as President & Chief Operating Officer vested, of which 1,865 shares were withheld to satisfy taxes.
5. Represents the settlement of the first tranche of performance stock units awarded to the Reporting Person in connection with his annual equity grant under the 2025 PSU Program. 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.
6. Represents the settlement of the second tranche of performance stock units awarded to the Reporting Person in connection with his annual equity grant under the 2025 PSU Program. 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.
7. Represents the settlement of the first tranche of performance stock units 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.
8. Represents the settlement of the second tranche of performance stock units 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.
Remarks:
The Issuer's 2025 Performance Stock Unit Award Program ("2025 PSU Program") was designed to incentivize growth over a multi-year period. Under the 2025 PSU Program, performance is measured based on the Company's trailing four-quarter revenue through the end of fiscal 2027. The performance stock units ("PSUs") were granted based on a target number of shares and can be earned between 0-200 percent of target based on Company performance. The PSUs were structured into five tranches, each with different targets for trailing four-quarter U.S. GAAP revenue. Trailing four quarter U.S. GAAP revenue is measured as of the end of each financial quarter, commencing with the fourth quarter of fiscal 2025 and continuing through the fourth quarter of fiscal 2027. If none of the targets are achieved as of the end of fiscal 2027, the PSUs will not be earned and be forfeited. If the first three targets are achieved as of the end of fiscal 2027, the PSUs will be earned at 100 percent of target. If all five targets are achieved as of the end of fiscal 2027, the PSUs will be earned at 200 percent of target. Each PSU represents the right to receive one share of the Issuer's common stock.
/s/ Warren Foust05/19/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did STAAR Surgical (STAA) report for Warren Foust?

STAAR Surgical reported that interim co-CEO Warren Foust settled multiple tranches of 2025 performance stock units into common shares on May 15, 2026. These were equity compensation-related transactions, not open-market purchases or sales, and reflect routine vesting of long-term incentive awards.

How many performance stock units did Warren Foust settle at STAAR Surgical (STAA)?

Warren Foust exercised or converted a total of 32,990 performance stock units into common stock on May 15, 2026. These units were granted under the 2025 Performance Stock Unit Award Program and vested based on Compensation Committee certification of achievement of applicable performance goals.

Were any STAAR Surgical (STAA) shares sold by Warren Foust in this Form 4?

The Form 4 shows no open-market sales by Warren Foust. Instead, 16,785 shares were disposed of through tax-withholding transactions at $32.07 per share, where shares were withheld by the issuer to satisfy tax liabilities related to vested performance stock units.

How many STAAR Surgical (STAA) shares does Warren Foust hold after these transactions?

After the reported Form 4 transactions, Warren Foust directly holds 81,579 shares of STAAR Surgical common stock. This figure reflects the net result of performance stock unit settlements and shares withheld to satisfy tax obligations on the May 15, 2026 vesting events.

What is the role of the 2025 PSU Program in Warren Foust’s STAAR Surgical (STAA) compensation?

The 2025 Performance Stock Unit Award Program grants performance stock units that vest based on specified performance goals. For Warren Foust, tranches tied to his annual equity grant and expanded role vested on May 15, 2026 after Compensation Committee certification, then settled into common stock.

What price was used for tax-withholding on Warren Foust’s STAAR Surgical (STAA) shares?

For the tax-withholding transactions, STAAR Surgical used a share price of $32.07. A total of 16,785 shares were withheld at this price to satisfy tax liabilities associated with the vesting and settlement of Warren Foust’s 2025 performance stock unit awards.