What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 136 added, 92 removed, 525 unchanged (30% of the section changed)

3 unchanged sentences

(in thousands, except for share amounts)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

1 unchanged sentence

$ 206,074 $ 232,673

Accounts receivable, net of allowances for estimated credit losses of $ 4,988 and $ 6,022 at March 31, 2026 and December 31, 2025, respectively

Accounts receivable, net of allowances for estimated credit losses of $ 3,652 and $ 6,022 at June 30, 2026 and December 31, 2025, respectively

17,640 21,741

29 unchanged sentences

320,000,000 shares authorized;

129,144,801 and 127,520,823 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

130,104,671 and 127,520,823 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 583,737 579,961

8 unchanged sentences

(in thousands, except for share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net sales $ 72,113 $ 78,187 $ 137,023 $ 147,767

6 unchanged sentences

Total operating expenses 45,766 51,812 92,006 112,415

Loss from operations ( 1,801 ) ( 12,023 )

Income (loss) from operations 3,572 ( 2,700 ) 1,771 ( 14,723 )

Interest expense 6,295 4,144 12,641 6,642

3 unchanged sentences

Foreign currency transaction loss (gain), net 47 ( 4,469 ) 1,243 ( 6,349 )

Loss before provision for income taxes ( 6,814 ) ( 9,204 )

Income tax (benefit) expense ( 184 ) 892

Net loss ( 6,630 ) ( 10,096 )

Comprehensive loss, net of tax:

(Loss) income before provision for income taxes ( 1,461 ) 18,719 ( 8,275 ) 9,515

Income tax expense (benefit) 1,208 ( 993 ) 1,024 ( 101 )

Net (loss) income ( 2,669 ) 19,712 ( 9,299 ) 9,616

Comprehensive (loss) income, net of tax:

Foreign currency translation adjustments 313 3,629 35 4,757

Comprehensive loss $ ( 6,908 ) $ ( 8,968 )

Net loss per share

Comprehensive (loss) income $ ( 2,356 ) $ 23,341 $ ( 9,264 ) $ 14,373

Net (loss) income per share

$ ( 0.02 ) $ 0.16 $ ( 0.07 ) $ 0.08

16 unchanged sentences

BALANCE, March 31, 2025 125,246,286 $ 13 $ 569,935 $ ( 5,825 ) $ ( 518,061 ) $ 46,062

Net income — — — — 19,712 19,712

Issuance of common stock pursuant to equity compensation plan 2,091,026 — — — — —

Shares withheld for tax withholdings on vested stock awards ( 572,750 ) — ( 708 ) — — ( 708 )

Share-based compensation — — 5,308 — — 5,308

Foreign currency translation adjustments — — — 3,629 — 3,629

BALANCE, June 30, 2025 126,764,562 $ 13 $ 574,535 $ ( 2,196 ) $ ( 498,349 ) $ 74,003

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity (Deficit)

7 unchanged sentences

BALANCE, March 31, 2026 129,144,801 $ 13 $ 581,053 $ ( 1,712 ) $ ( 524,114 ) $ 55,240

Net loss — — — — ( 2,669 ) ( 2,669 )

Issuance of common stock pursuant to equity compensation plan 1,187,071 — — — — —

Shares withheld for tax withholdings on vested stock awards ( 227,201 ) — ( 211 ) — — ( 211 )

Share-based compensation — — 2,895 — — 2,895

Foreign currency translation adjustments — — — 313 — 313

BALANCE, June 30, 2026 130,104,671 $ 13 $ 583,737 $ ( 1,399 ) $ ( 526,783 ) $ 55,568

The accompanying notes are an integral part of these unaudited financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

Net loss $ ( 6,630 ) $ ( 10,096 )

Adjustments to reconcile net loss to net cash from operating activities

Net (loss) income $ ( 9,299 ) $ 9,616

Adjustments to reconcile net (loss) income to net cash from operating activities

Share-based compensation 4,974 8,784

6 unchanged sentences

Change in fair value of warrant liabilities — ( 139 )

Gain on repurchase of 2026 Notes ( 1,019 ) —

Gain on exchange and repurchases of convertible senior notes, net ( 1,019 ) ( 18,089 )

Deferred income taxes ( 450 ) 818

12 unchanged sentences

Cash flows from financing activities:

Repurchase of 2026 Notes in connection with exchange — ( 392,583 )

Issuance of 2028 Notes in connection with exchange, net — 238,302

Repurchase of 2026 Notes ( 20,161 ) ( 18,372 )

28 unchanged sentences

Inventories consist of the following as of the periods indicated:

(in thousands) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 December 31, 2025

Raw materials $ 19,361 $ 18,546

2 unchanged sentences

Accrued payroll-related expenses consist of the following as of the periods indicated:

(in thousands) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 December 31, 2025

Accrued compensation and payroll taxes

4 unchanged sentences

Other accrued expenses consist of the following as of the periods indicated:

(in thousands) March 31, 2026 December 31, 2025

Accrued interest $ 7,508 $ 2,929

(in thousands) June 30, 2026 December 31, 2025

Securities class action settlement $ 18,000 $ 700

Sales and VAT tax payables 3,273 3,571

Accrued interest 2,862 2,929

Royalty liabilities 1,490 1,571

2 unchanged sentences

Total other accrued expenses $ 31,605 $ 15,384

As of March 31, 2026 and December 31, 2025, total warranty reserve was approximately $ 1 million, which was included in other accrued expenses on the Condensed Consolidated Balance Sheets.

As of March 31, 2026 and December 31, 2025, the Company has approximately $ 2 million in restricted cash held as collateral for the Company’s credit cards, which was included in cash, cash equivalents and restricted cash on the Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2026, the Company amended the terms of its principal executive office lease agreement to expire in November 2032, resulting in an increase of approximately $ 14 million in future operating lease payments and an approximately $ 10 million increase in lease-related balances on the Condensed Consolidated Balance Sheets.

As of June 30, 2026 and December 31, 2025, total warranty reserve was approximately $ 1 million, which was included in other accrued expenses on the Condensed Consolidated Balance Sheets.

As of June 30, 2026 and December 31, 2025, the Company has approximately $ 2 million in restricted cash held as collateral for the Company’s credit cards, which was included in cash, cash equivalents and restricted cash on the Condensed Consolidated Balance Sheets.

During the six months ended June 30, 2026, the Company amended the terms of its principal executive office lease agreement to expire in November 2032, resulting in an increase of approximately $ 14 million in future operating lease payments and an approximately $ 10 million increase in lease-related balances on the Condensed Consolidated Balance Sheets.

As of June 30, 2026, the Company recorded a liability of $ 18.0 million in other accrued expenses and $ 15.0 million in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets related to the settlement amount to be paid to the plaintiffs and insurance recovery from the Company’s insurers, respectively, related to the proposed settlement the Company has reached with plaintiffs in the Securities Class Action (as defined in Note 6 – Commitments and Contingencies – Securities Class Action).

See Note 6 – Commitments and Contingencies – Securities Class Action , in this Quarterly Report on Form 10-Q for additional information with respect to the Securities Class Action.

Note 3 — Property and Equipment, net

1 unchanged sentence

(in thousands) Useful life

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Leasehold improvements Shorter of remaining lease

1 unchanged sentence

$ 11,042 $ 11,080

Machinery and equipment 2 - 5

Furniture and fixtures 2 - 7

Machinery and equipment 2 - 5

Computers and equipment 3 - 5

6 unchanged sentences

Note 4 — Goodwill and Intangible Assets, net

The changes in the carrying value of goodwill for the three months ended March 31, 2026 are as follows (in thousands):

The changes in the carrying value of goodwill for the six months ended June 30, 2026 are as follows (in thousands):

December 31, 2025 126,621

Foreign currency translation impact

March 31, 2026 $ 126,246

June 30, 2026 $ 126,349

Intangible Assets, Net

The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of March 31, 2026 were as follows:

The gross carrying amount and accumulated amortization of the Company’s intangible assets, net, as of June 30, 2026 were as follows:

(in thousands) Gross

26 unchanged sentences

Of the $ 413.2 million aggregate principal amount of the 2026 Notes, $ 263.2 million principal amount were exchanged at a weighted-average price equal to 95 % for $ 250.0 million principal amount of new 7.95 % Convertible Senior Secured Notes due November 15, 2028 (the “2028 Notes”, and together with the 2026 Notes, the “Notes”), and $ 150.1 million principal amount were repurchased at a weighted-average price equal to 95 % for $ 142.6 million.

The exchange and repurchase resulted in a net gain of $ 16.6 million, which includes $ 3.1 million of unamortized debt issuance costs and $ 0.9 million of other related fees.

On May 27, 2025, the Company issued the 2028 Notes to the Exchanging Holders.

6 unchanged sentences

The 2026 Notes issued on September 14, 2021 include the $ 100.0 million principal amount of 2026 Notes issued pursuant to the full exercise by the initial purchasers of such option.

During the three months ended March 31, 2026, the Company repurchased $ 21.3 million principal amount of its 2026 Notes at a weighted-average price equal to 94.875 % for $ 20.2 million and recognized a net gain of $ 1.0 million, which includes $ 0.1 million of unamortized debt issuance costs.

During the three months ended March 31, 2025, there were no repurchases related to the 2026 Notes.

During the three months ended June 30, 2026, there were no repurchases related to the 2026 Notes.

During the six months ended June 30, 2026, the Company repurchased $ 21.3 million principal amount of its 2026 Notes at a weighted-average price equal to 94.875 % for $ 20.2 million and recognized a net gain of $ 1.0 million, which includes $ 0.1 million of unamortized debt issuance costs.

During the three and six months ended June 30, 2025, the Company repurchased $ 20.0 million principal amount of the 2026 Notes for $ 18.4 million and recognized a net gain of $ 1.5 million, which includes $ 0.1 million of unamortized debt issuance costs related to the repurchase.

Since inception through December 31, 2025, the Company exchanged and repurchased in total $ 625.5 million principal amount of its 2026 Notes.

1 unchanged sentence

The following is a summary of the Company’s Notes for the periods indicated:

(in thousands) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 December 31, 2025

2026 Notes $ 103,235 $ 124,485

4 unchanged sentences

Convertible senior notes, net $ 242,120 $ 240,431

As of March 31, 2026 and December 31, 2025 , the estimated fair value of the Notes were $ 345.3 million (compared to a carrying amount of $ 353.2 million ) and $ 383.1 million (compared to a carrying amount of $ 374.5 million ), respectively.

The estimated fair value of the Notes was determined based on the actual bid price of the Notes on March 31, 2026 and December 31, 2025, and are classified as Level 2 within the fair value hierarchy.

As of June 30, 2026 and December 31, 2025 , the estimated fair value of the Notes were $ 341.6 million (compared to a carrying amount of $ 353.2 million ) and $ 383.1 million (compared to a carrying amount of $ 374.5 million ), respectively.

The estimated fair value of the Notes was determined based on the actual bid price of the Notes on June 30, 2026 and December 31, 2025, and are classified as Level 2 within the fair value hierarchy.

Note 6 — Commitments and Contingencies

10 unchanged sentences

Securities Class Action

On November 16, 2023, a putative class action was filed in the United States District Court for the Central District of California against the Company, its then-current President and Chief Executive Officer, Andrew Stanleick, its former Chief Financial Officer, Liyuan Woo, and its current Chief Financial Officer, Michael Monahan (the “Defendants”).

The complaint, styled Abduladhim A.

2 unchanged sentences

2:23-cv-09733 (C.D.

Ca.) (the “Securities Class Action”), asserted claims for violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder against all defendants (First Claim), and violation of Section 20(a) of the Exchange Act against the individual defendants (Second Claim).

The complaint alleged that, between May 10, 2022 and November 13, 2023, Defendants materially misled the investing public by publicly issuing false and/or misleading statements and/or omissions relating to Hydrafacial's business, operations, and prospects, specifically with respect to the performance of and demand for the Syndeo 1.0 and 2.0 devices.

Ca.) (the “Securities Class Action”), asserted claims for violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder against all defendants (the “First Claim”), and violation of Section 20(a) of the Exchange Act against the individual defendants (the “Second Claim”).

The complaint alleged that, between May 10, 2022 and November 13, 2023, defendants materially misled the investing public by publicly issuing false and/or misleading statements and/or omissions relating to Hydrafacial LLC's business, operations, and prospects, specifically with respect to the performance of and demand for the Syndeo 1.0 and 2.0 devices.

The relief sought in the complaint included a request for compensatory damages suffered by the plaintiff and other members of the putative class for damages allegedly sustained as a result of the alleged securities violations.

On January 16, 2024, putative class members Jeff and Kevin Brown (the “Browns”), Priscilla and Martjn Dijkgraaf (the “Dijkgraafs”), and Joseph Jou filed three competing motions for appointment as lead plaintiff under the Private Securities Litigation Reform Act (“PSLRA”), 17 U.S.C.

On January 16, 2024, putative class members Jeff and Kevin Brown (the “Browns”), Priscilla and Martijn Dijkgraaf (the “Dijkgraafs”), and Joseph Jou filed three competing motions for appointment as lead plaintiff under the Private Securities Litigation Reform Act, 17 U.S.C.

§ 78u-4(a)(3).

1 unchanged sentence

On May 2, 2024, the Court granted the Dijkgraafs’ motion for appointment as lead plaintiff and approved the Dijkgraafs’ counsel, Hagens Berman, as lead counsel.

On July 1, 2024, lead plaintiffs filed a consolidated amended class action complaint asserting the same causes of action as the original complaint.

On July 1, 2024, lead plaintiffs filed a consolidated amended class action complaint asserting the same causes of action as the original complaint, but dropping Mr.

Monahan as a defendant.

The Securities Class Action case was assigned to U.S.

4 unchanged sentences

On January 10, 2025, the Court granted the parties’ joint stipulation to adjourn the January 15, 2025 hearing.

On January 17, 2025, the Court granted the parties’ joint stipulation to withdraw briefing on Defendants’ motion to dismiss without prejudice to refiling and to briefly stay proceedings so that the parties could complete a private mediation.

On January 17, 2025, the Court granted the parties’ joint stipulation to withdraw briefing on defendants’ motion to dismiss without prejudice to refiling and to briefly stay proceedings so that the parties could complete a private mediation before Greg Danilow of Phillips ADR Enterprises, P.C.

The parties conducted the private mediation on March 27, 2025.

11 unchanged sentences

On March 24, 2026, the parties entered into a stipulation to extend the case schedule by approximately three months to allow them to focus on mediation efforts.

The Court approved the stipulation on March 25, 2026, resulting in a three-month extension of the case schedule, including all discovery deadlines.

The parties have agreed to participate in a private mediation, which is currently scheduled to take place on May 20, 2026.

The Company believes that the claims asserted in the Securities Class Action have no merit and intends to vigorously defend them.

On March 25, 2026, the Court issued an order granting the joint stipulation, resulting in a three-month extension of the case schedule and discovery deadlines.

On May 20, 2026, the parties participated in a second private mediation, which took place in person, with Mr.

Danilow of Phillips ADR Enterprises, P.C.

After extensive negotiations, the parties reached a settlement in principle.

On May 26, 2026, lead plaintiffs filed a notice of settlement, notifying the Court that the parties had agreed to a tentative settlement to resolve the entire action against all defendants, including Andrew Stanleick and Liyuan Woo.

In that notice of settlement, the parties also notified the Court that they intended to file a comprehensive written settlement agreement and related documents, as part of their motion for preliminary approval.

On June 17, 2026, lead plaintiffs filed their motion for preliminary approval of the proposed class action settlement, certification of the settlement class, approval of notice to the settlement class, and scheduling of the fairness hearing (the “Preliminary Approval Motion”).

On July 2, 2026, lead plaintiffs filed a notice of absence of objection to the Preliminary Approval Motion, noting that no opposition or objection to the Preliminary Approval Motion had been filed to date.

The proposed settlement remains subject to Court approval.

However, if the Court does approve the proposed settlement, the Company will cause to be paid a total cash settlement payment of $ 18,000,000 (the “Cash Payment”), of which, the Company will be responsible to pay only $ 3,000,000 of the Cash Payment from its own funds, while the remaining $ 15,000,000 of the Cash Payment will come from certain of the Company’s insurers.

The Company denies and continues to deny the allegations in the Securities Class Action and all charges of wrongdoing or liability.

Customer Class Action

On October 24, 2024, Jason Davalos (“Jason Davalos”), Sonia Davalos (“Sonia Davalos”, and collectively with Jason Davalos, the “Davaloses”), and Sol Tan Tanning & Spa LLC (“Sol Tan”, and collectively with the Davaloses, the “Class Action Plaintiffs”), individually and on behalf of all others similarly situated, filed a putative class action complaint (the “Complaint”) against Hydrafacial LLC d/b/a The Hydrafacial Company (“Hydrafacial”) and The Beauty Health Company (“BHC” and collectively with Hydrafacial, the “Class Action Defendants”) for alleged violations of New York consumer fraud statutes, breach of contract, and common law breach of implied warranties (the “Customer Class Action”).

The case is captioned Jason Davalos, Sonia Davalos, Sol Tan Tanning & Spa LLC, on behalf of themselves and all others similarly situated v.

Hydrafacial LLC dba The Hydrafacial Company, and The Beauty Health Company, Case No.

24-cv-8073 (S.D.N.Y.) (Caproni, J.) The Complaint alleged that all three versions of the Syndeo machine (Syndeo 1.0, Syndeo 2.0, and Syndeo 3.0) were defective and did not perform in the manner in which it had been represented by Class Action Defendants.

Following motion practice and two amended complaints (as further described below), the case is now captioned Sol Tan Tanning & Spa LLC, et al., on behalf of themselves and all others similarly situated v.

Hydrafacial LLC dba The Hydrafacial Company, Case No.

24-cv-8073 (S.D.N.Y.) (Caproni, J.).

The Complaint alleged that all three versions of the Syndeo machine (Syndeo 1.0, Syndeo 2.0, and Syndeo 3.0) were defective and did not perform in the manner in which it had been represented by Class Action Defendants.

Class Action Plaintiffs claim that Class Action Defendants made various misrepresentations in its marketing and sales of the Syndeo machines and, rather than provide a refund to customers for the defective machines, replaced them with another Syndeo machine that exhibited the same defects.

Class Action Plaintiffs purported to bring claims on behalf of themselves, and all other similarly situated purchasers within the United States, of Class Action Defendants’ Syndeo machines.

Class Action Plaintiffs purported to bring claims on behalf of themselves, and all other similarly situated purchasers within the United States as well as a New York subclass.

The Complaint asserted five causes of action:

(1) violations of N.Y.

G.B.L., § 349, the state consumer production statute;

G.B.L., § 349, the state consumer protection statute;

(2) violations of N.Y.

3 unchanged sentences

and (5) breach of the implied warranty of fitness.

The relief sought in the Complaint included monetary damages allegedly suffered by Class Action Plaintiffs and other members of the putative class as a result of Class Action Defendants’ alleged violations and breaches, including a trebling of any money damages award for alleged violations of N.Y.

The relief sought included monetary damages allegedly suffered by Class Action Plaintiffs and other members of the putative class as a result of Class Action Defendants’ alleged violations and breaches, including a trebling of any money damages award for alleged violations of N.Y.

G.B.L., § 349 and § 350.

14 unchanged sentences

Pursuant to the parties’ so-ordered January 16 joint stipulation, on May 7, 2025, the parties filed a revised proposed case management plan and a revised joint letter in accordance with the Court’s Notice of Initial Pretrial Conference.

On the same day, the Court endorsed the joint submission and ordered Plaintiff to file an amended complaint no later than June 2, 2025, and scheduled an initial pretrial conference for July 18, 2025.

On June 2, 2025, Plaintiff and fifteen other alleged purchasers of the Syndeo machines (“Plaintiffs”) filed an amended complaint (the “Amended Complaint”) asserting:

On the same day, the Court endorsed the joint submission and ordered plaintiff Sol Tan to file an amended complaint no later than June 2, 2025, and scheduled an initial pretrial conference for July 18, 2025.

On June 2, 2025, plaintiff Sol Tan and fifteen other alleged purchasers of the Syndeo machines (“Plaintiffs”) filed an amended complaint (the “Amended Complaint”) asserting:

(1) violations of N.Y.

11 unchanged sentences

(“Spa Thirsty”), sought certification of an alternative subclass of New York purchasers of Syndeo devices (the “Putative New York Subclass”).

On June 23, 2025, Defendants moved to (i) dismiss Counts I, II, IV, and V in full;

On June 23, 2025, Class Action Defendants moved to (i) dismiss Counts I, II, IV, and V in full;

(ii) partially dismiss Count III to the extent it alleges design defects;

2 unchanged sentences

and (v) dismiss Plaintiffs’ claim for injunctive relief.

On December 22, 2025, the Court granted Defendants’ motion to dismiss in its entirety, except it denied Defendants’ request that the claims brought by plaintiff Spa Thirsty be dismissed with prejudice.

On December 22, 2025, the Court granted Class Action Defendants’ motion to dismiss in its entirety, except it denied Class Action Defendants’ request that the claims brought by plaintiff Spa Thirsty be dismissed with prejudice.

Specifically, the Court dismissed (i) all of Plaintiffs’ claims against BHC;

(ii) Plaintiffs’ claims for breach of the implied warranty of merchantability (Count I), breach of express and implied contract and class-wide rescission based on fraudulent inducement (Count II), and violations of N.Y.

G.B.L., §§ 349 and 350 (Counts IV and V), and their request for injunctive relief;

and (iii) the Class Action Plaintiffs’ claim for breach of express warranty (Count III) to the extent it arises out of alleged defects affirmatively identified as “design defects” in the amended complaint.

(ii) Plaintiffs’ Count I, Count II, Count IV, Count V, and their request for injunctive relief;

and (iii) the Class Action Plaintiffs’ Count III to the extent it arises out of alleged defects affirmatively identified as “design defects” in the Amended Complaint.

In addition, the Court denied the Class Action Plaintiffs’ request for leave to amend as to all of the dismissed causes of action except for plaintiff Spa Thirsty’s claims pursuant to N.Y.

1 unchanged sentence

The Court gave plaintiff Spa Thirsty until January 9, 2026 to move for leave to file a second amended complaint that addresses the deficiencies with plaintiff Spa Thirsty’s §§ 349 and 350 claims.

Those deficiencies included plaintiff Spa Thirsty’s failure to allege that it “was aware of any of Defendants’ purportedly deceptive statements ‘before [it] purchased or came into possession’ of the Syndeo.”

On January 9, 2026, Class Action Plaintiffs filed a letter motion for leave to file a second amended complaint and for reconsideration of the Court’s dismissal of Plaintiffs’ claims for breach of express and implied contract and class-wide rescission based on fraudulent inducement (Count II).

Those deficiencies included plaintiff Spa Thirsty’s failure to allege that it “was aware of any of [d]efendants’ purportedly deceptive statements ‘before [it] purchased or came into possession’ of the Syndeo.”

On January 9, 2026, Class Action Plaintiffs filed a letter motion for leave to file a second amended complaint and for reconsideration of the Court’s dismissal of Plaintiffs’ Count II.

Class Action Plaintiffs appended a proposed second amended complaint (the “Second Amended Complaint”) to their letter motion.

13 unchanged sentences

On March 2, 2026, the Court ordered Class Action Plaintiffs to file the necessary motion papers for preliminary approval of the settlement on or before May 29, 2026, and canceled all other deadlines in the case.

On May 29, 2026, Class Action Plaintiffs filed a motion for preliminary approval of the settlement.

On June 10, 2026, the Court issued an order denying the motion without prejudice, and requested that Class Action Plaintiffs file a supplemental letter addressing certain questions from the Court regarding distribution of proceeds and payment of attorneys’ fees and requesting amended versions of the proposed forms of notice.

On June 15, 2026, Class Action Plaintiffs filed their supplemental letter and revised proposed forms of notice.

On June 25, 2026, the Court issued an order granting preliminary approval of the class action settlement and set a final approval hearing for December 4, 2026 at 10:00 am.

The Company believes that the claims asserted in the Customer Class Action have no merit and it intends to vigorously defend them.

7 unchanged sentences

Ch.) (the “Elstein Derivative Action”), asserts a single claim for breach of fiduciary duty against the individual defendants based on the alleged disclosure of knowingly false information and/or the alleged failure to respond to red flags relating to Hydrafacial’s business, operations, and prospects, specifically with respect to the performance of and demand for the Syndeo 1.0 and 2.0 devices.

The plaintiff-stockholder further maintains that no demand was made upon the Company’s Board of Directors prior to the initiation of the Elstein Derivative Action based on allegations that a majority of the Board of Directors was not disinterested or independent with respect to the fiduciary duty claim, such that demand should be excused as futile.

The plaintiff-stockholder further maintains that no demand was made upon the Board of Directors prior to the initiation of the Elstein Derivative Action based on allegations that a majority of the Board of Directors was not disinterested or independent with respect to the fiduciary duty claim, such that demand should be excused as futile.

The relief sought in the complaint includes a finding of demand futility, a finding that the individual defendants are liable for breaching their fiduciary duties (as current/former officers and directors), and an award of compensatory damages for harm suffered by the Company and its stockholders for harm allegedly sustained as a result of the alleged fiduciary duty violation.

On May 1, 2024, a derivative complaint was filed in the Delaware Court of Chancery against the Company’s former President and Chief Executive Officer, Andrew Stanleick;

its former Chief Financial Officer, Liyuan Woo, and current members of the Company’s Board of Directors:

its former Chief Financial Officer, Liyuan Woo, and the then-current members of the Board of Directors:

Brent Saunders, Marla Beck, Michael Capellas, Julius Few, Desiree Gruber, Michelle Kerrick, Brian Miller, and Doug Schillinger, with the Company as the nominal defendant.

21 unchanged sentences

On February 20, 2026, the Delaware Court of Chancery entered a Scheduling Order with respect to Notice and Settlement Hearing, requiring the Company to file a copy of the Notice of Pendency and Proposed Settlement of Derivative Action as an exhibit to a Current Report on Form 8-K, which the Company filed on March 6, 2026.

The Court has scheduled the settlement hearing for May 13, 2026 .

The Court conducted a settlement hearing on May 13, 2026 .

The Delaware Court of Chancery took the matter under advisement, and the parties are awaiting the Court’s decision on approval of the Stipulation of Settlement.

Securities and Exchange Commission (the “SEC”) Subpoena

15 unchanged sentences

The Sponsor and its permitted transferees will also be required, subject to the terms and conditions in the Registration Rights Agreement, not to transfer their Private Placement Warrants (as defined in the Registration Rights Agreement) or shares of Class A Common Stock issuable upon the exercise thereof for 30 days following the Closing.

As of March 31, 2026 and December 31, 2025 , the Company had approximately 7 million Private Placement Warrants outstanding, which will expire in May 2026.

The fair value of the Private Placement Warrants was immaterial as of March 31, 2026 and December 31, 2025 .

As of December 31, 2025 , the Company had approximately 7 million Private Placement Warrants outstanding, which all expired in May 2026.

No Private Placement Warrants were outstanding as of June 30, 2026.

The fair value of the Private Placement Warrants was immaterial as of December 31, 2025.

Investor Rights Agreement

6 unchanged sentences

Holders of Class A Common Stock are entitled to one vote for each share.

As of March 31, 2026 and December 31, 2025, there were 129,144,801 and 127,520,823 , respectively, of Class A Common Stock issued and outstanding.

As of June 30, 2026 and December 31, 2025, there were 130,104,671 and 127,520,823 , respectively, of Class A Common Stock issued and outstanding.

The Company has not declared or paid any dividends with respect to its Class A Common Stock .

1 unchanged sentence

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors.

At March 31, 2026 and December 31, 2025 , there were no shares of preferred stock issued or outstanding.

At June 30, 2026 and December 31, 2025 , there were no shares of preferred stock issued or outstanding.

Note 9 — Fair Value Measurements

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The three levels of the fair value hierarchy are as follows:

4 unchanged sentences

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

As of March 31, 2026

As of June 30, 2026

(in thousands) Level 1 Level 2 Level 3 Total

12 unchanged sentences

Net sales disaggregated by major product line were as follows for the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

4 unchanged sentences

Net sales by geographic region were as follows for the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

2 unchanged sentences

14,921 18,422 28,656 33,409

7,304 7,717 13,871 16,053

Total net sales $ 72,113 $ 78,187 $ 137,023 $ 147,767

3 unchanged sentences

Share-based compensation expense was as follows for the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

13 unchanged sentences

Forfeited ( 2,930,180 ) ( 651,047 ) 1.62 2.72

Outstanding - March 31, 2026

Outstanding - June 30, 2026

14,861,966 1,937,251 $ 1.42 $ 2.86

As of March 31, 2026 , total unrecognized compensation expense related to unvested RSU and PSU totaled $ 25.7 million and is expected to be recognized over a weighted-average period of 2.3 years.

As of June 30, 2026 , total unrecognized compensation expense related to unvested RSU and PSU totaled $ 20.1 million and is expected to be recognized over a weighted-average period of 2.1 years.

Stock Options

4 unchanged sentences

Forfeited — —

Outstanding - March 31, 2026

Expired ( 20,000 ) 18.76

Outstanding - June 30, 2026

2,439,920 13.47 4.87

Vested and Exercisable - March 31, 2026

Vested and Exercisable - June 30, 2026

2,439,920 13.47 4.87

Options vested and expected to vest - March 31, 2026

Options vested and expected to vest - June 30, 2026

2,439,920 $ 13.47 4.87

Cash Performance Awards

During the three months ended March 31, 2026, cash performance awards with a total target value of $ 2.8 million were granted for which the final payout will range from 0 % to 200 % of the target value based on the total shareholder return of the Company’s Class A Common stock relative to a defined peer group.

During the six months ended June 30, 2026, cash performance awards with an original total target value of $ 2.8 million were granted for which the final payout will range from 0 % to 200 % of the target value based on the total shareholder return of the Company’s Class A Common stock relative to a defined peer group.

The cash performance awards vest over a two to three-year period.

1 unchanged sentence

These awards are accounted for as liability awards under Accounting Standards Codification (“ASC”) 718 and are measured at fair value through the end of the performance period using the Monte Carlo simulation model.

For the three months ended March 31, 2026, the expense associated with the cash performance awards was immaterial .

For the three and six months ended June 30, 2026, the expense associated with the cash performance awards was $ 0.1 million.

The estimated future cash payments of these awards are included within other long-term liabilities in the Condensed Consolidated Balance Sheets.

As of March 31, 2026 , total unrecognized compensation expense related to unvested cash performance awards totaled $ 0.9 million and is expected to be recognized over a weighted-average period of 2.2 years.

As of June 30, 2026 , total unrecognized compensation expense related to unvested cash performance awards totaled $ 0.6 million and is expected to be recognized over a weighted-average period of 2.0 years.

Note 12 — Income Taxes

2 unchanged sentences

and China as required by ASC 740-270-30-36(a).

For the three months ended March 31, 2026, the Company recorded income tax benefit of $ 0.2 million.

For the three and six months ended June 30, 2026, the Company recorded income tax expense of $ 1.2 million and $ 1.0 million, respectively.

The AETR differed from the U.S.

2 unchanged sentences

federal rate, and the impact of discrete items that may occur in any given year but are not consistent from year to year.

For the three months ended March 31, 2025, the Company recorded income tax expense of $ 0.9 million.

For the three and six months ended June 30, 2025, the Company recorded income tax benefit of $ 1.0 million and $ 0.1 million, respectively.

The estimated worldwide AETR differed from the U.S.

6 unchanged sentences

The Company applies ASC 740, the accounting standard addressing the accounting for uncertainty in income taxes, which prescribes rules for recognition, measurement and classification in the financial statements of tax positions taken or expected to be taken in a tax return.

The Company has gross unrecognized tax benefits of $ 1.8 million and $ 1.7 million as of March 31, 2026 and December 31, 2025, respectively.

Note 13 — Net Loss Attributable to Common Stockholders

The following table sets forth the calculation of both basic and diluted net loss per share as follows for the periods indicated:

Three Months Ended March 31,

The Company has gross unrecognized tax benefits of $ 1.8 million and $ 1.7 million as of June 30, 2026 and December 31, 2025, respectively.

The Company is subject to taxation and files income tax returns in the U.S.

federal and various state and foreign jurisdictions.

The Company is subject to routine examinations in the jurisdictions in which the Company conducts business.

While the timing and outcome of tax examinations are inherently uncertain, the Company does not currently expect the resolution of ongoing examinations to have a material impact on its consolidated financial statements.

Note 13 — Net (Loss) Income Attributable to Common Stockholders

The following table sets forth the calculation of both basic and diluted net (loss) income per share as follows for the periods indicated:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except share and per share amounts) 2026 2025 2026 2025

Net loss available to common stockholders - basic $ ( 6,630 ) $ ( 10,096 )

Net (loss) income available to common stockholders - basic $ ( 2,669 ) $ 19,712 $ ( 9,299 ) $ 9,616

Adjustments related to the 2026 Notes (1)

Net loss available to common stockholders - diluted $ ( 7,121 ) $ ( 10,096 )

— ( 15,546 ) — ( 13,017 )

Net (loss) income available to common stockholders - diluted $ ( 2,669 ) $ 4,166 $ ( 9,299 ) $ ( 3,401 )

Weighted average common stock outstanding - basic

2 unchanged sentences

2026 Notes — 12,490,375 — 15,011,027

RSUs — 1,731,313 — —

Weighted average common stock outstanding - diluted 129,596,886 140,294,291 128,699,733 140,589,807

Basic net loss per share:

Basic net (loss) income per share:

$ ( 0.02 ) $ 0.16 $ ( 0.07 ) $ 0.08

Diluted net loss per share:

Diluted net (loss) income per share:

$ ( 0.02 ) $ 0.03 $ ( 0.07 ) $ ( 0.02 )

(1) For the three months ended March 31, 2026, the adjustments related to the 2026 Notes include the net gain related to the repurchase offset by interest expense and amortization of debt issuance costs related to the 2026 Notes (net of taxes).

(1) For the three and six months ended June 30, 2025, the adjustments related to the 2026 Notes include the net gain related to the exchange and repurchases offset by interest expense and amortization of debt issuance costs related to the 2026 Notes (net of taxes).

The following shares have been excluded from the calculation of the weighted average diluted shares outstanding as the effect would have been anti-dilutive:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

2026 Notes 3,250,447 — 3,250,447 —

3 unchanged sentences

PSUs 1,937,251 2,845,617 1,937,251 2,845,617

For the three months ended March 31, 2026 and 2025, income and shares related to the Private Placement Warrants were excluded from the calculation of diluted net loss per share of Class A Common Stock because their effect would be anti-dilutive.

For the three and six months ended June 30, 2026 and 2025, income and shares related to the Private Placement Warrants were excluded from the calculation of diluted net (loss) income per share of Class A Common Stock because their effect would be anti-dilutive.

Note 14 — Segment Information

5 unchanged sentences

The following summarizes the components of operating expenses for the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

8 unchanged sentences

Recently Adopted Accounting Pronouncements

In November 2024, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-04 “Debt with Conversion and Other Options (Subtopic 470-20):

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-04 “Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments” which is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion.

14 unchanged sentences

In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270):

Narrow Scope Improvements” which clarifies and reorganize GAAP interim reporting guidance to improve navigability, applicability, and consistency without changing the fundamental nature or volume of required interim disclosures.

Narrow Scope Improvements” which clarifies and reorganizes GAAP interim reporting guidance to improve navigability, applicability, and consistency without changing the fundamental nature or volume of required interim disclosures.

This amendment clarifies when ASC 270 is applicable, establishes a disclosure principle requiring disclosure of material events or changes occurring since the most recent annual reporting period, and consolidates into ASC Topic 270 a comprehensive list of interim disclosures required by other Codification Topics.

7 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-Q

Item 1. Financial Statements