What changed in this filing

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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-12 · 68 added, 39 removed, 147 unchanged (42% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective due to a material weakness in internal control over financial reporting related to the Company's inventory process described below.

Limitations on Effectiveness of Controls and Procedures

We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer (our President and Chief Executive Officer) and principal financial officer (our Chief Financial Officer), to allow timely decisions regarding required disclosure.

Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Management’s Annual Report on Internal Control Over Financial Reporting

1 unchanged sentence

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Based on the Company’s assessment, management identified a material weakness in our internal control over financial reporting, due to the Company’s lack of sufficient resources within inventory operations with an appropriate level of accounting knowledge, training, and experience which resulted in the ineffective design and operating effectiveness of controls over the accounting for inventory.

As a result, the Company’s accounting department was not provided with complete and adequate support, documentation, and information to effectively analyze and record accounting matters timely and account for the financial statement effects of the areas impacted.

This resulted in inadequate controls over 1) excess and obsolete inventory, and 2) inventory pricing and purchase arrangements.

The material weakness did not result in any material misstatements to our consolidated financial statements as of December 31, 2024 or in previous periods.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company’s internal control over financial reporting, which is included herein.

Remediation Plan for Material Weakness

The Company, with oversight from our Audit Committee, has made progress on its remediation plan specific to the material weakness, with the completion of the following remediation activities as of December 31, 2024:

• The Company appointed new individuals in key roles including the Chief Supply Chain and Operations Officer and other operational leadership roles;

Remediation of Previously Reported Material Weakness

As previously disclosed in Item 9A, Controls and Procedures, in our Annual Report on Form 10-K for the year ended December 31, 2024, management identified a material weakness in our internal control over financial reporting.

During the quarter ended December 31, 2025, the Company, with oversight from our Audit Committee, completed its remediation procedures related to the material weakness.

Management tested the design and operating effectiveness of the following controls:

• Appointed new individuals in key roles including the Chief Supply Chain and Operations Officer and other operational leadership roles;

• Enhanced training and operational guidelines resulting in the successful completion of the Company’s annual physical inventory counts;

• Designed and implemented controls with regards to excess and obsolete inventory and inventory pricing and purchase arrangements.

The Company has implemented the remediation steps detailed above;

however, the Company is unable to conclude that these controls are operating effectively until the applicable controls operate for a sufficient period of time and are subject to testing to conclude that remediation has been achieved.

The Company anticipates that remediation activities will be completed during fiscal year 2025.

Based on these procedures, we believe that the previously reported material weakness has been remediated.

However, completion of remediation procedures for the material weakness does not provide assurance that our modified controls will continue to operate properly or that our financial statements will be free from error.

Changes in Internal Control over Financial Reporting

Other than the material weakness described above, there were no changes in our internal control over financial reporting (as such term is defined in the Exchange Act) that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the remediation efforts described above, there were no changes in our internal control over financial reporting (as such term is defined in the Exchange Act) that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

We have audited the internal control over financial reporting of The Beauty Health Company and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 12, 2026, expressed an unqualified opinion on those financial statements.

15 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management's assessment:

The Company lacks sufficient resources within inventory operations, with an appropriate level of accounting knowledge, training and experience which resulted in the ineffective design and operating effectiveness of controls over the accounting for inventory.

As a result, the accounting department was not provided with complete and adequate support, documentation, and information to effectively analyze and record accounting matters timely and account for the financial statement effects of the areas impacted.

This resulted in inadequate controls over 1) excess and obsolete inventory and 2) inventory pricing and purchase arrangements.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

2 unchanged sentences

Other Information.

During the fourth quarter of 2025, no director or officer of the Company (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (each as such term is defined in Item 408(a) of Regulation S-K of the Securities Act).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

Except as stated below, the information required by this Item will be included in the Company’s definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after our fiscal year end December 31, 2024, in connection with the solicitation of proxies for the Company’s 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), under the captions “Proposal 1:

Except as stated below, the information required by this Item will be included in the Company’s definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the fiscal year end December 31, 2025, in connection with the solicitation of proxies for the 2026 Proxy Statement, under the captions “Proposal 1:

Election of Eight Directors”, “Directors and Nominees”, “Corporate Governance — Board Committees — Audit Committee,”, and “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.

Code of Conduct

The Company has adopted a written Code of Business Conduct and Ethics (“Code of Conduct”) that applies to all of its directors, officers, and employees.

A current copy of the Code of Conduct is available on the Governance section of the Company’s website, https://www.beautyhealth.com/corporate-governance/documents-and-charters.

The Board of Directors, in connection with the Audit Committee, is responsible for administering the Code of Conduct and the Board of Directors must approve any waivers of the Code of Conduct for its executive officers and directors.

All amendments to the Code of Conduct must be approved by the Board of Directors and promptly disclosed to the Company’s stockholders if required in accordance with applicable U.S.

securities laws and/or the rules and regulations of the exchange or system on which the Company’s shares of Class A Common Stock are traded or quoted, as the case may be.

The Company’s website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Annual Report on Form 10-K.

The Company has included its website address as an inactive textual reference only.

Insider Trading Policy

34 unchanged sentences

8-K 001-39565 3.1 May 10, 2021

EXHIBIT INDEX

Description of Exhibit Form

Filed Herewith

C ertificate of Amendment to the Second Amended and Restated Certificate of Incorporation of The Beauty Health Company

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of The Beauty Health Company

8-K 001-39565 3.1 June 11, 2024

1 unchanged sentence

8-K 001-39565 3.2 June 11, 2024

Certificate of Correction to Second Amended and Restated Certificate of Incorporation of The Beauty Health Company filed on May 4, 2021, dated July 31, 2025

8-K 001-39565 3.1 August 1, 2025

Amended and Restated Bylaws of The Beauty Health Company

6 unchanged sentences

Warrant Agreement, dated September 29, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent

001-39565 4.1 October 5, 2020

8-K 001-39565 4.1 October 5, 2020

Indenture, dated May 27, 2025, between The Beauty Health Company, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee and collateral agent

8-K 001-39565 4.1 May 27, 2025

Form of Note representing the 7.95% Convertible Senior Secured Notes due 2028 (included as Exhibit A to Exhibit 4.4)

8-K 001-39565 4.2 May 27, 2025

Supplemental Indenture No.

1, dated September 4, 2025, among The Beauty Health Company, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee and collateral agent

8-K 001-39565 4.1 September 4, 2025

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

11 unchanged sentences

8-K 001-39565 10.1 September 14, 2021

EXHIBIT INDEX

Description of Exhibit Form

Filed Herewith

Separation and Transition Agreement, dated November 11, 2024, by and between Hydrafacial LLC and Daniel Watson

10.1 November 12, 2024

8-K/A 001-39565 10.1 November 12, 2024

Form of Exchange Agreement

8-K 001-39565 10.1 May 21, 2025

Offer Letter with Ronald Menezes, dated October 9, 2024

8-K 001-39565 10.1 February 28, 2025

Offer Letter with Sheri Lewis, dated March 25, 2024

8-K 001-39565 10.2 February 28, 2025

Employment Agreement with Pedro Malha, dated September 29, 2025

8-K 001-39565 10.1 September 30, 2025

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.13 to the Company's Current Report on Form 8-K filed on May 10, 2021)

8-K 001-39565 10.2 September 30, 2025

Separation Agreement, by and between The Beauty Health Company and Marla Beck, dated October 13, 2025

8-K/A 001-39565 10.1 October 17, 2025

General Release of all Claims, by and between The Beauty Health Company and Marla Beck, dated October 10, 2025

8-K/A 001-39565 10.2 October 17, 2025

Insider Trading Policy

10-K 001-39565 19.1 March 12, 2025

Subsidiaries of The Beauty Health Company

6 unchanged sentences

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The Beauty Health Company Amended and Restated Clawback Policy

001-39565 97.1 March 12, 2024

EXHIBIT INDEX

Description of Exhibit Form

Filed Herewith

The Beauty Health Company Second Amended and Restated Clawback Policy

Inline XBRL Instance Document

3 unchanged sentences

Inline XBRL Taxonomy Extension Labels Linkbase Document X

EXHIBIT INDEX

Description of Exhibit Form

Filed Herewith

Inline XBRL Taxonomy Extension Presentation Linkbase Document

12 unchanged sentences

March 12, 2026

/s/ Marla Beck

/s/ Pedro Malha

Chief Executive Officer

1 unchanged sentence

Power of Attorney

Each person whose individual signature appears below hereby authorizes, constitutes, and appoints Marla Beck and Michael Monahan, and each of them, with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place, and stead, in any and all capacities, to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10‑K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Each person whose individual signature appears below hereby authorizes, constitutes, and appoints Pedro Malha and Michael Monahan, and each of them, with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place, and stead, in any and all capacities, to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10‑K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

/s/ Marla Beck Chief Executive Officer and Director March 12, 2025

(Principal Executive Officer)

/s/ Pedro Malha Chief Executive Officer and Director March 12, 2026

Pedro Malha (Principal Executive Officer)

/s/ Michael Monahan Chief Financial Officer

4 unchanged sentences

Chairman March 12, 2026

/s/ Michael D.

Capellas Director March 12, 2025

/s/ Philippe Schaison Director March 12, 2026

Philippe Schaison

/s/ Stephen J.

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures