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STAAR Surgical (STAA) CDO logs PSU vesting, tax-withheld shares and new holdings

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

STAAR Surgical Chief Development Officer Magda Michna reported compensation-related share activity tied to performance stock units. On May 15, 2026, multiple tranches of 2025 Performance Stock Units vested and were settled into a total of 19,795 shares of common stock. To cover tax obligations, 9,703 shares were withheld at a price of $32.07 per share. After these settlements and withholdings, Michna directly holds 38,093 shares of common stock and 10,997 remaining performance stock units.

Positive

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Negative

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Insider Michna Magda
Role Chief Development Officer
Type Security Shares Price Value
Exercise Performance Stock Units 10,997 $0.00 --
Exercise Performance Stock Units 5,499 $0.00 --
Exercise Performance Stock Units 2,199 $0.00 --
Exercise Performance Stock Units 1,100 $0.00 --
Grant/Award Common Stock 10,997 $0.00 --
Tax Withholding Common Stock 5,595 $32.07 $179K
Grant/Award Common Stock 5,499 $0.00 --
Tax Withholding Common Stock 2,431 $32.07 $78K
Grant/Award Common Stock 2,199 $0.00 --
Tax Withholding Common Stock 1,118 $32.07 $36K
Grant/Award Common Stock 1,100 $0.00 --
Tax Withholding Common Stock 559 $32.07 $18K
Holdings After Transaction: Performance Stock Units — 10,997 shares (Direct, null); Common Stock — 43,688 shares (Direct, null)
Footnotes (1)
  1. On May 15, 2026, the first tranche of 10,997 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 her annual equity grant vested, of which 5,595 shares were withheld to satisfy taxes . On May 15, 2026, the second tranche of 5,499 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with her annual equity grant vested, of which 2,431 shares were withheld to satisfy taxes. On May 15, 2026, the first tranche of 2,199 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with her promtion to Chief Development Officer vested, of which 1,118 shares were withheld to satisfy taxes. On May 15, 2026, the second tranche of 1,100 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with her promtion to Chief Development Officer vested, of which 599 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 her 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 her 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 her promtion to Chief Development 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 her promtion to Chief Development 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.
PSU shares settled 19,795 shares Common stock from 2025 PSU Program settlements on May 15, 2026
Tax-withheld shares 9,703 shares Shares withheld to satisfy taxes at $32.07 per share
Withholding price $32.07 per share Value applied to shares withheld for tax liabilities
Net common shares gained 10,092 shares PSU settlements minus tax-withheld shares
Common shares held after 38,093 shares Direct common stock holdings following reported transactions
Remaining PSUs 10,997 units Performance stock units outstanding after exercises
PSU exercises 19,795 units Total performance stock units exercised (code M) in this filing
Performance Stock Units financial
"On May 15, 2026, the first tranche of 10,997 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.
2025 Performance Stock Unit Award Program financial
"PSUs awarded to the Reporting Person under the Issuer's 2025 Performance Stock Unit Award Program ("2025 PSU Program")..."
tax-withholding disposition financial
"of which 5,595 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.
vesting financial
"On May 15, 2026, the first tranche of 10,997 PSUs ... vested, of which 5,595 shares were withheld..."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
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*
Michna Magda
(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)
Chief Development Officer
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 Stock05/15/2026A10,997A$043,688D
Common Stock05/15/2026F5,595(1)D$32.0738,093D
Common Stock05/15/2026A5,499A$043,592D
Common Stock05/15/2026F2,431(2)D$32.0741,161D
Common Stock05/15/2026A2,199A$043,360D
Common Stock05/15/2026F1,118(3)D$32.0742,242D
Common Stock05/15/2026A1,100A$043,342D
Common Stock05/15/2026F559(4)D$32.0742,783D
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$005/15/2026M10,997 (5)12/31/2027Common Stock10,997$010,997D
Performance Stock Units$005/15/2026M5,499 (6)12/31/2027Common Stock5,499$016,496D
Performance Stock Units$005/15/2026M2,199 (7)12/31/2027Common Stock2,199$018,695D
Performance Stock Units$005/15/2026M1,100 (8)12/31/2027Common Stock1,100$019,795D
Explanation of Responses:
1. On May 15, 2026, the first tranche of 10,997 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 her annual equity grant vested, of which 5,595 shares were withheld to satisfy taxes .
2. On May 15, 2026, the second tranche of 5,499 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with her annual equity grant vested, of which 2,431 shares were withheld to satisfy taxes.
3. On May 15, 2026, the first tranche of 2,199 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with her promtion to Chief Development Officer vested, of which 1,118 shares were withheld to satisfy taxes.
4. On May 15, 2026, the second tranche of 1,100 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with her promtion to Chief Development Officer vested, of which 599 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 her 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 her 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 her promtion to Chief Development 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 her promtion to Chief Development 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/ Magda Michna05/19/2026
** 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 did STAAR Surgical (STAA) executive Magda Michna report in this Form 4?

Magda Michna reported vesting and settlement of performance stock units into STAAR Surgical common shares. Several PSU tranches from the 2025 PSU Program converted into stock, with a portion of shares withheld to satisfy related tax obligations, reflecting routine equity compensation activity.

How many STAAR Surgical shares did Magda Michna receive from PSU settlements?

Magda Michna received 19,795 shares of STAAR Surgical common stock from PSU settlements. These shares came from multiple tranches under the 2025 Performance Stock Unit Award Program tied to her annual equity grant and promotion-related awards, following Compensation Committee certification of performance.

How many STAAR Surgical shares were withheld to cover Magda Michna’s taxes?

A total of 9,703 STAAR Surgical shares were withheld to satisfy tax obligations. The withheld shares were valued at $32.07 per share and relate to the vesting of several PSU tranches on May 15, 2026, representing tax-withholding dispositions rather than open-market sales.

What are Magda Michna’s STAAR Surgical holdings after these transactions?

After the reported transactions, Magda Michna holds 38,093 shares of STAAR Surgical common stock. She also retains 10,997 performance stock units, which remain outstanding under the 2025 Performance Stock Unit Award Program, providing continued equity-based exposure to the company.

Were these STAAR Surgical transactions open-market buys or sells by Magda Michna?

No, the filing shows no open-market purchases or sales by Magda Michna. The activity consists of PSU exercises (code M), share grants/awards (code A), and tax-withholding dispositions (code F), all related to equity compensation rather than discretionary trading in the open market.

What is the 2025 PSU Program mentioned in the STAAR Surgical Form 4?

The 2025 PSU Program is STAAR Surgical’s performance stock unit award program. Under this program, PSUs vest based on achievement of performance goals certified by the Compensation Committee, then settle into common shares such as those reported in Magda Michna’s recent transactions.