Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
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 effective as of December 31, 2025.
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
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). 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). 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 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; and
• Designed and implemented controls with regards to excess and obsolete inventory and inventory pricing and purchase arrangements.
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.
142
Changes in 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.
143
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of The Beauty Health Company
Opinion on Internal Control over Financial Reporting
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, 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.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
/s/ Deloitte & Touche LLP
Los Angeles, California
March 12, 2026
144
Item 9B. 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).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
145
PART III
Item 10. 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 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
The Company has adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of the Company’s securities by its directors, officers, and employees that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the applicable Nasdaq listing standards. A copy of the Company's Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. Executive Compensation.
The information required by this Item will be included in the 2026 Proxy Statement under the captions “Compensation Discussion and Analysis”, “Executive Compensation”, “Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table”, “2025 Director Compensation”, “Corporate Governance — Compensation Committee Interlocks and Insider Participation”, “Compensation Committee Report”, and “CEO Pay Ratio Disclosure”, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item will be included in the 2026 Proxy Statement under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management”, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item will be included in the 2026 Proxy Statement under the captions “Certain Relationships and Related Party Transactions” and “Corporate Governance — Affirmative Determinations Regarding Director and Nominee Independence”, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this Item will be included in the 2026 Proxy Statement under the caption “Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm”, and is incorporated herein by reference.
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PART IV
Item 15. Exhibit and Financial Statements
(a)(1) Financial Statements
See Index to Financial Statements in Item 8 of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits
List of Exhibits required by Item 601 of Regulation S-K. See part (b) below .
(b) Exhibits
The following exhibits listed in the accompanying index to exhibits are filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K.
Certain of the agreements filed as exhibits to this Annual Report on Form 10-K contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:
• may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
• may apply standards of materiality that differ from those of a reasonable investor; and
• were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.
147
EXHIBIT INDEX
No. Description of Exhibit Form
File No.
Exhibit
Filing Date
Filed Herewith
2.1
Agreement and Plan of Merger, dated as of December 8, 2020, by and among Vesper Healthcare Acquisition Corp., Hydrate Merger Sub I, Inc., Hydrate Merger Sub II, LLC, LCP Edge Intermediate, Inc. and LCP Edge Holdco, LLC, in its capacity as the Stockholders’ Representative
8-K 001-39565 2.1 December 9, 2020
3.1
Second Amended and Restated Certificate of Incorporation of The Beauty Health Company
8-K 001-39565 3.1 May 10, 2021
3.2
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
3.3
Second Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of The Beauty Health Company
8-K 001-39565 3.2 June 11, 2024
3.4
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
3.5
Amended and Restated Bylaws of The Beauty Health Company
8-K 001-39565 3.2 May 10, 2021
4.1
Indenture, dated as of September 14, 2021, between The Beauty Health Company and U.S. Bank National Association, as trustee
8-K 001-39565 4.1 September 14, 2021
4.2
Form of certificate representing the 1.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1)
8-K 001-39565 4.2 September 14, 2021
4.3
Warrant Agreement, dated September 29, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent
8-K 001-39565 4.1 October 5, 2020
4.4
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
4.5
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
4.6
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
4.7
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
X
10.1
Amended and Restated Registration Rights Agreement dated as of May 4, 2021, by and among the Company, BLS Investor Group LLC and the stockholders of LCP Edge Intermediate, Inc.
8-K 001-39565 10.2 May 10, 2021
10.2
Investor Rights Agreement dated as of May 4, 2021, by and between the Company and LCP Edge Holdco, LLC
8-K 001-39565 10.3 May 10, 2021
10.3#
The Beauty Health Company 2021 Incentive Award Plan
8-K 001-39565 10.1 April 30, 2021
10.4#
The Beauty Health Company 2021 Employee Stock Purchase Plan
8-K 001-39565 10.2 April 30, 2021
10.5#
The Beauty Health Company Amended and Restated Executive Severance Plan
8-K 001-39565 10.2 April 8, 2024
10.6#
Form of Confirmation for Capped Call Transactions
8-K 001-39565 10.1 September 14, 2021
148
EXHIBIT INDEX
No. Description of Exhibit Form
File No.
Exhibit
Filing Date
Filed Herewith
10.7†
Separation and Transition Agreement, dated November 11, 2024, by and between Hydrafacial LLC and Daniel Watson
8-K/A 001-39565 10.1 November 12, 2024
10.8
Form of Exchange Agreement
8-K 001-39565 10.1 May 21, 2025
10.9 † #
Offer Letter with Ronald Menezes, dated October 9, 2024
8-K 001-39565 10.1 February 28, 2025
10.1 0 †#
Offer Letter with Sheri Lewis, dated March 25, 2024
8-K 001-39565 10.2 February 28, 2025
10.11 #
Employment Agreement with Pedro Malha, dated September 29, 2025
8-K 001-39565 10.1 September 30, 2025
10.12
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
10.13 #
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
10.14
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
19.1
Insider Trading Policy
10-K 001-39565 19.1 March 12, 2025
21.1
Subsidiaries of The Beauty Health Company
X
23.1
Consent of Deloitte & Touche LLP
X
31.1
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1
The Beauty Health Company Second Amended and Restated Clawback Policy
X
101.INS**
Inline XBRL Instance Document
X
101.SCH**
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL**
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF**
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB**
Inline XBRL Taxonomy Extension Labels Linkbase Document X
149
EXHIBIT INDEX
No. Description of Exhibit Form
File No.
Exhibit
Filing Date
Filed Herewith
101.PRE**
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments
_______________
* These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
† Certain confidential information (indicated by brackets and asterisks) has been omitted from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
# Management contract or compensatory plan or arrangement.
(c) Financial Statement Schedule
See Item 15(a)(2) above.
150
Item 16. Form 10–K Summary.
None.
151
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE BEAUTY HEALTH COMPANY
Date: March 12, 2026
By: /s/ Pedro Malha
Name: Pedro Malha
Title: Chief Executive Officer
(Principal Executive Officer)
152
Power of Attorney
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/ Pedro Malha Chief Executive Officer and Director March 12, 2026
Pedro Malha (Principal Executive Officer)
/s/ Michael Monahan Chief Financial Officer
March 12, 2026
Michael Monahan
(Principal Financial and Accounting Officer)
/s/ Brenton L. Saunders
Chairman March 12, 2026
Brenton L. Saunders
/s/ Philippe Schaison Director March 12, 2026
Philippe Schaison
/s/ Stephen J. Fanning Director March 12, 2026
Stephen J. Fanning
/s/ Desiree Gruber Director March 12, 2026
Desiree Gruber
/s/ Michelle Kerrick Director March 12, 2026
Michelle Kerrick
/s/ Brian Miller Director March 12, 2026
Brian Miller
/s/ Doug Schillinger Director March 12, 2026
Doug Schillinger
153