Staar Surg SEC Filings

STAAR Surgical (STAA) entered into a definitive Agreement and Plan of Merger on 4-Aug-2025 with Alcon Research, LLC. Alcon will acquire STAAR through Rascasse Merger Sub in an all-cash transaction valued at $28.00 per share; STAAR will survive as a wholly owned subsidiary and its stock will be delisted from NASDAQ post-close.

Principal conditions include: (i) adoption of the Merger Agreement by STAAR stockholders, (ii) expiration of the HSR waiting period and other specified regulatory clearances, (iii) absence of prohibitive laws in key jurisdictions, (iv) accuracy of reps & warranties and material covenant compliance, and (v) no continuing material adverse effect on STAAR. Availability of financing is not a closing condition.

Termination framework: either party may terminate if the deal is not completed by 4-Aug-2026 (extendable three months) or upon specified breaches/failures. STAAR must pay Alcon a $43.4 m break-up fee (reduced to $14.5 m for qualified-bidder scenarios) in certain circumstances. Alcon must pay STAAR $72.4 m if regulatory approvals cannot be obtained. Specific-performance remedies are available.

The board unanimously deemed the deal fair and will recommend approval. A shareholder meeting date will be announced, and a Schedule 14A proxy statement will be filed. A joint press release was issued on 5-Aug-2025 (Exhibit 99.1).

Staar Surgical has reported a significant insider transaction involving their newly appointed Chief Financial Officer, Deborah J. Andrews. On June 25, 2025, Andrews received a grant of 41,867 Restricted Stock Units (RSUs) as part of her appointment compensation package.

Key details of the RSU grant:

• Each RSU represents the right to receive one share of common stock upon vesting
• The RSUs will vest in three equal annual installments on June 25 of 2026, 2027, and 2028
• The conversion price is $0, typical for RSU grants
• The shares are held directly by Andrews

This Form 4 filing indicates a standard executive compensation arrangement, designed to align the new CFO's interests with long-term shareholder value through a three-year vesting schedule. The transaction was reported within the required two-business-day window for insider transaction disclosure.

STAAR Surgical Co. (STAA) Form 4 filing: Director Lilian Y. Zhou, Chair of the Capital Stewardship Committee, was granted 4,363 non-qualified stock options on 25 June 2025 under the company’s annual non-employee director equity program. The options carry an exercise price of $16.72 and expire 24 June 2035. Vesting occurs quarterly in four equal tranches—25 September 2025, 25 December 2025, 25 March 2026, and 25 June 2026—resulting in full vesting within one year. Following the grant, Zhou beneficially owns 4,363 derivative securities directly. No sales, exercises, or additional equity transactions were reported. The filing represents routine director compensation and does not indicate changes in ownership of outstanding common shares.

STAAR Surgical (NASDAQ:STAA) announced the appointment of Deborah Andrews as Chief Financial Officer, effective June 25, 2025. Andrews, who has served as Interim CFO since March 2025, previously retired from STAAR in 2020 after over 20 years with the company, including serving as CFO from 2017-2020.

Under her compensation package, Andrews will receive a $495,000 annual base salary with a 55% target bonus and equity awards valued at $1.4 million. The company also announced the formation of a new Capital Stewardship Committee, chaired by board member Lilian Y. Zhou, to oversee financial strategies and capital allocation.

Form 4 filing overview – STAAR Surgical Co. (STAA)

On 18 June 2025, non-employee director Louis E. Silverman received an equity award under STAAR Surgical’s annual non-employee director compensation program. The transaction was reported on 20 June 2025.

• Security type: Restricted Stock Units (RSUs)
• Quantity granted: 10,683 RSUs, each representing the right to one share of common stock upon vesting
• Transaction code: “A” (grant, no open-market price; stated value $0)
• Vesting schedule: 100% on the earlier of 18 June 2026 or the company’s 2026 Annual Meeting of Shareholders
• Post-grant derivative holdings: 10,683 RSUs held directly

No open-market purchases or sales of common shares were reported, and the filing contains no indication of indirect ownership arrangements. The grant reflects routine board compensation and does not, by itself, alter STAAR Surgical’s capital structure or provide insight into operating performance, but it does align the director’s incentives with shareholder value over the coming year.

STAAR Surgical Co. (STAA) – Form 4 insider filing dated June 20, 2025

Director Wei Jiang reported the receipt of 10,683 Restricted Stock Units (RSUs) on June 18, 2025 under the company’s annual non-employee director equity compensation program for the 2025-2026 term. Each RSU converts into one share of common stock upon vesting. The award vests in full on the earlier of June 18, 2026, or the 2026 Annual Meeting of Shareholders. The filing lists the RSUs at a conversion price of $0, and no shares were sold or disposed of. Following the grant, Ms. Jiang’s directly held derivative equity position totals 10,683 RSUs; no indirect ownership is disclosed.

Because the transaction is an automatic annual equity award and does not involve open-market purchases or sales, there is no immediate cash outflow or inflow for either the insider or the company. The filing primarily signals continued board-level alignment with shareholder interests but is not expected to be financially material to STAAR Surgical’s capitalization or share count.

Key take-away: STAAR Surgical Co. (STAA) has filed a Form 4 disclosing a routine equity compensation grant to non-employee director Lilian Yansheng Zhou.

On 18 June 2025 the director received 19,415 non-qualified stock options with an exercise price of $16.85 per share (Transaction Code "A"). The options vest in full on the earlier of 18 June 2026 or the company’s 2026 Annual Meeting of Shareholders and carry an expiration date of 17 June 2035. No open-market purchases or sales of common stock were reported, and there was no change in the director’s non-derivative share holdings.

The filing is made by a single reporting person and reflects the company’s standard annual equity program for non-employee directors. Given the modest size relative to STAAR’s total share count and the absence of trading activity, the disclosure is viewed as routine with limited market impact.

Form 4 overview: On 06/18/2025 STAAR Surgical Co. (STAA) granted Director Arthur C. Butcher equity under its 2025-2026 non-employee director compensation program.

• Restricted Stock Units (RSUs): 5,341 units acquired at $0. Each RSU converts into one common share when vested. Vesting occurs in full on the earlier of 18 Jun 2026 or the company’s 2026 annual meeting.
• Stock options: 9,708 options with a $16.85 exercise price. Options vest 18 Jun 2026 and expire 17 Jun 2035.

No dispositions were reported; all transactions are coded “A” (acquisition). Ownership is listed as direct, indicating the director holds the awards personally. The filing is routine compensation disclosure and does not contain earnings or operational data.