STAAR Surgical, Broadwood sign board pact

STAAR Surgical and major shareholder Broadwood Partners entered a cooperation agreement that reshapes the company’s board and clarifies the Broadwood group’s status.

Rhea-AI Filing Summary

STAAR Surgical and major shareholder Broadwood Partners entered a cooperation agreement that reshapes the company’s board and clarifies the Broadwood group’s status. Broadwood Partners and Broadwood Capital report beneficial ownership of 15,453,629 shares each, or about 31.1% of the 49,741,953 shares outstanding as of October 31, 2025. Neal C. Bradsher may be deemed to beneficially own 15,479,529 shares, also about 31.1% of the class.

The agreement leads to two directors resigning, three new directors being appointed (including Bradsher and Richard T. LeBuhn) and nominated for election at the 2026 annual meeting. Broadwood agrees not to request a special shareholder meeting, including to remove directors, until June 18, 2026, and both sides provide mutual releases and non‑disparagement commitments.

Insights

Corporate governance analyst

Cooperation pact gives Broadwood board influence and sets a standstill through mid-2026.

Broadwood Partners and affiliated entities report beneficial ownership of 15,453,629 shares each, and Neal C. Bradsher may be deemed to own 15,479,529 shares, all representing about 31.1% of STAAR Surgical’s common stock based on 49,741,953 shares outstanding as of October 31, 2025. This level of ownership positions Broadwood as a highly influential shareholder.

Under the January 14, 2026 cooperation agreement, two directors resign, the board expands from six to seven seats, and Bradsher, Richard T. LeBuhn, and Christopher Min Fang Wang join the board and are to be nominated at the 2026 annual meeting. In exchange, Broadwood and its affiliates agree not to request a special shareholder meeting, including for director removal, until June 18, 2026, and both sides grant mutual releases and non-disparagement commitments.

The filing also notes the termination of a prior joint filing and solicitation agreement, removal of several individuals from the 13D group, and execution of a new joint filing agreement on January 16, 2026 among Broadwood Partners, Broadwood Capital, Bradsher and LeBuhn. As directors, Bradsher and LeBuhn, and by extension Broadwood entities, state that they will adhere to STAAR’s trading and governance policies, subject to certain exceptions, aligning their conduct with the company’s formal guidelines.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the new cooperation agreement mean for STAAR Surgical (STAA)?

The January 14, 2026 cooperation agreement between STAAR Surgical and Broadwood Partners reshapes the board by accepting two director resignations, expanding the board from six to seven seats, and appointing Neal C. Bradsher, Richard T. LeBuhn and Christopher Min Fang Wang as directors, with plans to nominate them at the 2026 annual meeting.

How much of STAAR Surgical (STAA) does Broadwood report owning?

Broadwood Partners and Broadwood Capital each report beneficial ownership of 15,453,629 shares of STAAR Surgical common stock, representing about 31.1% of the 49,741,953 shares outstanding as of October 31, 2025. Neal C. Bradsher may be deemed to beneficially own 15,479,529 shares, also approximately 31.1% of the class.

Which board and leadership changes at STAAR Surgical are described?

The agreement provides that Stephen C. Farrell and Elizabeth Yeu will resign from the board. The board increases from six to seven members, and Neal C. Bradsher, Richard T. LeBuhn and Christopher Min Fang Wang are appointed as directors and will be nominated for election at the 2026 annual meeting. Mr. Farrell is expected to remain CEO until January 31, 2026 or an earlier date determined by the board.

What standstill or restrictions has Broadwood agreed to under this filing?

Until June 18, 2026, Broadwood Partners and its affiliates agree that they will not, and will not encourage others to, request that STAAR Surgical call a special meeting of stockholders for any reason, including a special meeting to remove directors. The parties also agreed to mutual releases and non-disparagement provisions.

How did Broadwood and Neal Bradsher finance their STAAR Surgical share purchases?

The filing states that funds for the 15,453,629 shares beneficially owned by Broadwood Partners and Broadwood Capital came from Broadwood Partners’ working capital, with no borrowed funds other than general working-capital borrowings. Funds for the 15,479,529 shares beneficially owned by Neal C. Bradsher came from his personal funds and Broadwood Partners’ working capital, again without dedicated borrowing beyond ordinary-course working capital.

Are the former group members still reporting persons on the STAAR Surgical 13D?

No. The filing explains that, after completion of the proxy solicitation on the proposed merger and entry into the cooperation agreement, the prior joint filing and solicitation agreement terminated. Natalie R. Capasso, Raymond A. Myers and Jason J. Martin are no longer part of the Rule 13d-3 group and cease to be reporting persons with this amendment. Broadwood Partners, Broadwood Capital, Bradsher and LeBuhn remain as reporting persons under a new joint filing agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/16/2026 - 08:27 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 43)

STAAR SURGICAL CO

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

852312305

(CUSIP Number)

Neal C. Bradsher
c/o Broadwood Capital, Inc., 156 West 56th Street, 3rd Floor,
New York, NY, 10019
(212) 508-5735

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Broadwood Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,453,629.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,453,629.00

11

Aggregate amount beneficially owned by each reporting person

15,453,629.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Broadwood Capital, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 15,453,629.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 115,453,629.00

11

Aggregate amount beneficially owned by each reporting person

15,453,629.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.1 %

14

Type of Reporting Person (See Instructions)

CO, IA

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Neal C. Bradsher

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 25,900.00
8	Shared Voting Power 15,453,629.00
9	Sole Dispositive Power 25,900.00
10	Shared Dispositive Power 15,453,629.00

11

Aggregate amount beneficially owned by each reporting person

15,479,529.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.1 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Richard T. LeBuhn

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,280.00
8	Shared Voting Power 6.00
9	Sole Dispositive Power 21,280.00
10	Shared Dispositive Power 6.00

11

Aggregate amount beneficially owned by each reporting person

21,286.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Box 11 - Does not include 2,532 Shares over which Mr. LeBuhn does not have direct or indirect beneficial ownership. Such shares are held in three separate irrevocable trusts for Mr. LeBuhn's daughters in which Mr. LeBuhn has no voting or dispositive power and disclaims any beneficial ownership interest in such shares.

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Natalie R. Capasso

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Raymond A. Myers

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Jason J. Martin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: STAAR SURGICAL CO
(c)	Address of Issuer's Principal Executive Offices: 25510 Commercentre Drive, Lake Forest, CALIFORNIA , 92630.
Item 1 Comment: This Amendment No. 43 to the Schedule 13D ("Amendment No. 43"), amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on October 12, 2004, (the "Original Schedule 13D," as amended, the "Schedule 13D") with respect to shares of common stock, par value $0.01 per share (the "Shares") of STAAR Surgical Company (the "Issuer"). Capitalized terms used but not otherwise defined in this Amendment No. 43 have the meanings set forth in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2(a) is hereby amended to add the following: Pursuant to the Joint Filing and Solicitation Agreement, Natalie R. Capasso, Raymond A. Myers and Jason J. Martin were members of a group with Broadwood Partners, Broadwood Capital, Neal C. Bradsher and Richard T. LeBuhn formed to solicit proxies against proposals related to the Proposed Merger submitted to stockholders for approval at the Special Meeting. In connection with the entry into the Cooperation Agreement (as defined and described in Item 4 below) and completed solicitation with respect to the Special Meeting, the Joint Filing and Solicitation Agreement has been terminated and each of Natalie R. Capasso, Raymond A. Myers and Jason J. Martin is no longer a member of a "group," pursuant to the meaning of Rule 13d-3 of the Exchange Act, with Broadwood Partners, Broadwood Capital and Messrs. Bradsher and LeBuhn, and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 43. Each of Broadwood Partners, Broadwood Capital and Messrs. Bradsher and LeBuhn shall remain a "Reporting Person" and collectively the "Reporting Persons." The remaining Reporting Persons are a party to that certain Joint Filing Agreement, as further described in Item 6, and will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented by the addition of the following: The funds for the purchase of the 15,453,629 Shares beneficially owned by each of Broadwood Partners and Broadwood Capital came from Broadwood Partners' working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The funds for the purchase of the 15,479,529 Shares beneficially owned by Mr. Bradsher came from his personal funds and Broadwood Partners' working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented by the addition of the following: On January 14, 2026, Broadwood Partners entered into a letter agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer agreed to (i) accept the resignations of Stephen C. Farrell and Elizabeth Yeu from the Board, (ii) increase the size of the Board from six to seven directors, (iii) appoint each of Neal C. Bradsher, Richard T. LeBuhn and Christopher Min Fang Wang to the Board and (iv) nominate each of Messrs. Bradsher, LeBuhn and Wang for election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"). Additionally, Mr. Farrell is expected to remain CEO of the Issuer until January 31, 2026 or such earlier date as is determined by the Board. The Cooperation Agreement also provides that, until June 18, 2026, Broadwood Partners and its affiliates shall not, nor shall it encourage any other person to, request that the Company call a special meeting of stockholders for any reason, including, but not limited to, a special meeting to remove directors from the Board. Further, Broadwood Partners and the Issuer have agreed to release each other from any claims and customary mutual non-disparagement provisions. The Issuer has also agreed to reimburse each of Broadwood Partners, Yunqi Capital and Defender Capital for reasonable and documented out-of-pocket fees and expenses incurred in connection with the Special Meeting for the Proposed Merger. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in it is entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On January 14, 2026, each of Mr. Bradsher and Mr. LeBuhn were appointed as a director to the Board to serve until the 2026 Annual Meeting and until his respective successor is elected and qualified.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is hereby amended and supplemented by the addition of the following: The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 49,741,953 Shares outstanding as of October 31, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the period ended September 26, 2025 filed with the SEC by the Issuer on November 5, 2025. As of the date hereof, Broadwood Partners may be deemed to beneficially own 15,453,629 Shares, representing approximately 31.1% of the Shares outstanding. As of the date hereof, Broadwood Capital may be deemed to beneficially own 15,453,629 Shares, representing approximately 31.1% of the Shares outstanding. As of the date hereof, Mr. Bradsher may be deemed to beneficially own 15,479,529 Shares, representing approximately 31.1% of the Shares outstanding.
(b)	Broadwood Partners has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 15,453,629 Shares. Broadwood Partners has sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition 15,453,629 Shares. Broadwood Capital has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 15,453,629 Shares. Broadwood Capital has sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition 15,453,629 Shares. Mr. Bradsher has the sole power to vote or direct the vote of 25,900 Shares and the shared power to vote or direct the vote of 15,453,629 Shares. Mr. Bradsher has sole power to dispose or direct the disposition of 25,900 Shares and the shared power to dispose or direct the disposition 15,453,629 Shares.
(c)	Each of Broadwood Capital and Messrs. Bradsher, LeBuhn, Capasso, Myers and Martin has not entered into any transactions during the past sixty days. The transactions in the Shares by Broadwood Partners during the past sixty days are set forth in Exhibit 99.2 and are incorporated herein by reference. All such transactions were effected in the open market through a broker.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented by the addition of the following: On January 14, 2026, Broadwood Partners and the Issuer entered into the Cooperation Agreement as described in Item 4 above and incorporated herein by reference. Also on January 14, 2026, the Joint Filing and Solicitation Agreement terminated pursuant to its terms, effective immediately. On January 16, 2026, the Reporting Persons entered into a Joint Filing Agreement (the "Joint Filing Agreement") in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to securities of the Issuer to the extent required by law. The foregoing description of the Joint Filing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Joint Filing Agreement, which is attached hereto as Exhibit 99.3 and is incorporated herein by reference. As directors of the Issuer, each of Mr. Bradsher and Mr. LeBuhn is subject to and intends to comply with the policies and guidelines of the Issuer applicable to all directors of the Issuer, including, without limitation, policies related to the trading of the Issuer's securities. As a result of each of Mr. Bradsher's and Mr. LeBuhn's positions at the Issuer, on the one hand, and Broadwood Partners and Broadwood Capital, on the other hand, Broadwood Partners and Broadwood Capital are subject to and intend to adhere to the policies of the Issuer, including certain policies related to the trading of the Issuer's securities, subject to certain exceptions.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented to add the following exhibit: Exhibit 99.1 Cooperation Agreement, dated January 14, 2026, between STAAR Surgical Company and Broadwood Partners, L.P. Exhibit 99.2 Transactions in Issuer Securities During the Past Sixty Days. Exhibit 99.3 Joint Filing Agreement, dated January 16, 2026, by and among, Broadwood Partners, L.P., Broadwood Capital, Inc., Neal C. Bradsher and Richard T. LeBuhn.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Broadwood Partners, L.P.

Signature:	/s/ Neal C. Bradsher
Name/Title:	Neal C. Bradsher. President of Broadwood Capital, Inc.
Date:	01/16/2026

Broadwood Capital, Inc.

Signature:	/s/ Neal C. Bradsher
Name/Title:	Neal C. Bradsher, President
Date:	01/16/2026

Neal C. Bradsher

Signature:	/s/ Neal C. Bradsher
Name/Title:	Neal C. Bradsher
Date:	01/16/2026

Richard T. LeBuhn

Signature:	/s/ Richard T. LeBuhn
Name/Title:	Richard T. LeBuhn
Date:	01/16/2026

Natalie R. Capasso

Signature:	/s/ Natalie R. Capasso
Name/Title:	Natalie R. Capasso
Date:	01/16/2026

Raymond A. Myers

Signature:	/s/ Raymond A. Myers
Name/Title:	Raymond A. Myers
Date:	01/16/2026

Jason J. Martin

Signature:	/s/ Jason J. Martin
Name/Title:	Jason J. Martin
Date:	01/16/2026