Controls and Procedures
−Removed: Attached as exhibits to this Annual Report on Form 10-K are certifications of STAAR’s Chief Executive Officer, our principal executive officer (PEO), and Chief Financial Officer, our principal financial officer (PFO), which are required to be made by Rule 13a-14 or Rule 15d-14 of the Securities Exchange Act of 1934, as amended (the Exchange Act).
+Added: Attached as exhibits to this Annual Report on Form 10-K are certifications of STAAR’s Interim Co-Chief Executive Officers, our principal executive officers (PEOs), and Chief Financial Officer, our principal financial officer
+Added: (PFO), which are required to be made by Rule 13a-14 or Rule 15d-14 of the Securities Exchange Act of 1934, as amended (the Exchange Act).
This item includes information concerning the controls and controls evaluation referred to in the certifications.
1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure.
+Added: We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our PEOs and PFO, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: As of the end of the period covered by this Annual Report, our management carried out an evaluation, with the participation of our PEO and PFO, of the effectiveness of the disclosure controls and procedures of the Company.
−Removed: Based on that evaluation, our PEO and PFO concluded, as of December 27, 2024, that our disclosure controls and procedures were effective at the reasonable assurance level.
+Added: As of the end of the period covered by this Annual Report, our management carried out an evaluation, with the participation of our PEOs and PFO, of the effectiveness of the disclosure controls and procedures of the Company.
+Added: Based on that evaluation, our PEOs and PFO concluded, as of January 2, 2026, that our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
−Removed: There was no change during the fiscal quarter ended December 27, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There was no change during the fiscal quarter ended January 2, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
−Removed: The Company’s management, including our PEO and PFO, is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) and
−Removed: 15d-15(f)) for the Company.
+Added: The Company’s management, including our PEOs and PFO, is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Company.
The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States of America.
2 unchanged sentences
The Company’s processes contain self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.
−Removed: Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 27, 2024, based on the criteria for effective internal control described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 27, 2024.
+Added: Management has assessed the effectiveness of the Company’s internal control over financial reporting as of January 2, 2026, based on the criteria for effective internal control described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of January 2, 2026.
The report of BDO USA, P.C., our independent registered public accounting firm, regarding its audit of the Company’s internal control over financial reporting follows below.
4 unchanged sentences
Opinion on Internal Control over Financial Reporting
−Removed: We have audited STAAR Surgical Company’s (the “Company’s”) internal control over financial reporting as of December 27, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 27, 2024, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 27, 2024 and December 29, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three fiscal years in the period ended December 27, 2024, and the related notes and financial statement schedule listed in the accompanying index and our report dated February 21, 2025 expressed an unqualified opinion thereon.
+Added: We have audited STAAR Surgical Company’s (the “Company’s”) internal control over financial reporting as of January 2, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 2, 2026, based on the COSO criteria.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of January 2, 2026 and December 27, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three fiscal years in the period ended January 2, 2026, and the related notes and financial statement schedule listed in the accompanying index and our report dated March 3, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
17 unchanged sentences
Los Angeles, California
−Removed: February 21, 2025
+Added: March 3, 2026
Othe r Information
−Removed: During the quarter ended December 27, 2024 , no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any “ Rule 10b5-1 trading arrangements” or any “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).
+Added: (c) Trading Plans
+Added: During the quarter ended January 2, 2026 , no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated :
+Added: (i) Any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c);
+Added: (ii) Any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
−Removed: Certain information required by Part III is omitted from this Annual Report because the Company will file a definitive proxy statement within 120 days after the close of its fiscal year ended December 27, 2024, pursuant to Regulation 14A (the “Proxy Statement”) for its 2025 annual meeting of stockholders, and certain information included in the Proxy Statement is incorporated herein by reference.
+Added: Certain information required by Part III is omitted from this Annual Report because the Company will file a definitive proxy statement within 120 days after the close of its fiscal year ended January 2, 2026, pursuant to Regulation 14A (the “Proxy Statement”) for its 2026 annual meeting of stockholders, and certain information included in the Proxy Statement is incorporated herein by reference.
Directors, Executive Of ficers and Corporate Governance
3 unchanged sentences
The Corporate Governance Guidelines adopted by our Board of Directors, as well as the charters of the Audit Committee, the Nominating and Governance Committee and the Compensation Committee of the Board are each posted in the Investors section of our website, www.staar.com, under the Investor Resources & FAQs tab, as a Corporate Governance Document.
−Removed: We have adopted a Code of Business Conduct and Ethics that applies to all our directors, officers, and employees, including our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, or Controller, or persons performing similar functions.
+Added: We have adopted a Code of Business Conduct and Ethics that applies to all our directors, officers, and employees, including our Principal Executive Officers, Principal Financial Officer, Principal Accounting Officer, or Controller, or persons performing similar functions.
The Code of Business Conduct and Ethics is posted in the Investors section of our website, www.staar.com, under the Investor Resources & FAQs tab, as a Corporate Governance Document.
2 unchanged sentences
We believe our policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards applicable to us.
−Removed: The Insider Trading Policy is posted in the Investors section of our website, www.staar.com, under the Investor Resources & FAQs tab, as a Corporate Governance Document, and a copy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
+Added: The Insider Trading Policy is posted in the Investors section of our website, www.staar.com, under the Investor Resources & FAQs tab, as a Corporate Governance Document, and a copy is filed with the Company’s 2025 Annual Report on Form 10-K as Exhibit 19.1.
Executi ve Compensation
23 unchanged sentences
Exhibit Number
+Added: Agreement and Plan of Merger, dated as of August 4, 2025, by and among STAAR Surgical Company, Alcon Research, LLC and Rascasse Merger Sub, Inc .
+Added: (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K as filed with the Commission on August 5, 2025).
Amended and Restated Certificate of Incorporation (incorporated by reference to Appendix 2 of the Company’s Proxy Statement on Form DEF 14A as filed with the Commission on April 26, 2018).
6 unchanged sentences
Form of Executive Change in Control Agreement between the Company and certain officers (incorporated by Reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K, for the year ended December 29, 2023, as filed with the Commission on February 27, 2024).
−Removed: Letter of the Company dated July 27, 2015 to Keith Holliday, Vice President, Research and Development, regarding compensation (incorporated by reference to Exhibit 10.38 to the Company’s Quarterly Report on Form 10-Q, for the period ended October 2, 2015, as filed with the Commission on November 4, 2015).
Letter of the Company dated September 11, 2017 to Scott Barnes, Chief Medical Officer, regarding compensation (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K, for the year ended January 3, 2020, as filed with the Commission on February 26, 2020).
−Removed: Letter of the Company dated June 30, 2020 to Patrick Williams, Chief Financial Officer, regarding compensation (incorporated by reference to Exhibit 10.38 to the Company’s Quarterly Report on Form 10-Q, for the period ended July 3, 2020, as filed with the Commission on August 5, 2020).
−Removed: Employment Agreement effective January 1, 2023 by and between the Company and Thomas G.
−Removed: Frinzi, Chief Executive Officer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on December 19, 2022).
Letter of the Company dated March 24, 2023 to Magda Michna, Chief Clinical, Regulatory and Medical Affairs Officer, regarding compensation (incorporated by reference to Exhibit 10.30 to the Company’s Quarterly Report on Form 10-Q, for the period ended March 31, 2023, as filed with the Commission on May 3, 2023).
1 unchanged sentence
Letter of the Company, dated October 24, 2023 to Nathaniel Sisitsky, General Counsel, regarding compensation (incorporated by Reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K, for the year ended December 29, 2023, as filed with the Commission on February 27, 2024).
+Added: Employment Agreement, effective February 26, 2025, by and between the Company and Stephen C.
+Added: Farrell (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on February 26, 2025).
+Added: Consulting Agreement, effective February 26, 2025, by and between the Company and Thomas G.
+Added: Frinzi (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the Commission on February 26, 2025).
+Added: Letter of the Company dated June 25, 2025 to Deborah Andrews, Chief Financial Officer, regarding employment and compensation (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, for the period ended June 27, 2025, as filed with the Commission on August 6, 2025).
+Added: Consulting Agreement dated April 24, 2025 between the Company and Wei Jiang (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, for the period ended June 27, 2025, as filed with the Commission on August 6, 2025).
Form of Distributorship Agreement (incorporated by reference to Exhibit 10.37 to the Company’s Quarterly Report on Form 10-Q, for the period ended June 29, 2018, as filed with the Commission on August 1, 2018).
19 unchanged sentences
Form of Restricted Stock Award Grant and Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K, for the year ended December 30, 2016, as filed with the Commission on March 2, 2017).
−Removed: Insider Trading Policy.
+Added: Form of Performance Stock Unit Grant and Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, for the period ended March 28, 2025, as filed with the Commission on May 7, 2025).
+Added: Cooperation Agreement dated January 14, 2026 between the Company and Broadwood Partners, L.P.
+Added: (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on January 15, 2026).
+Added: Separation and Consulting Agreement dated January 14, 2026 between the Company and Stephen C.
+Added: Interim Co-CEO Letter Agreement dated February 1, 2026 between the Company and Warren Foust.
+Added: Separation Agreement dated February 4, 2026 between the Company and Nathaniel Sisitsky .
+Added: Consulting Agreement dated February 4, 2026 between the Company and Nathaniel Sisitsky.
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K, for the year ended December 27, 2024, as filed with the Commission on February 21, 2025).
List of Subsidiaries.
7 unchanged sentences
Inline XBRL Taxonomy Extension Schema With Embedded Linked Documents.
−Removed: The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2024, has been formatted in Inline XBRL with applicable taxonomy extension information contained in Exhibit 101.
+Added: The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2026, has been formatted in Inline XBRL with applicable taxonomy extension information contained in Exhibit 101.
Management contract or compensatory plan, contract or arrangement.
7 unchanged sentences
STAAR SURGICAL COMPANY
−Removed: February 21, 2025
−Removed: /s/ THOMAS G.
−Removed: President, Chief Executive Officer and Chair of the Board
+Added: March 3, 2026
+Added: /s/ WARREN FOUST
+Added: Interim Co-Chief Executive Officer, President and Chief Operating Officer
(principal executive officer)
+Added: March 3, 2026
+Added: /s/ DEBORAH ANDREWS
+Added: Deborah Andrews
+Added: Interim Co-Chief Executive Officer and Chief Financial Officer
+Added: (principal executive officer and principal financial officer)
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.
−Removed: /s/ THOMAS G.
−Removed: President, Chief Executive Officer and Chair of the Board, Director
−Removed: February 21, 2025
+Added: /s/ WARREN FOUST
+Added: Interim Co-Chief Executive Officer, President and Chief Operating Officer
+Added: March 3, 2026
(principal executive officer)
−Removed: /s/ PATRICK F.
−Removed: Vice President, Chief Financial Officer
−Removed: February 21, 2025
−Removed: (principal accounting and financial officer)
+Added: /s/ DEBORAH ANDREWS
+Added: Interim Co-Chief Executive Officer and Chief Financial Officer
+Added: March 3, 2026
+Added: Deborah Andrews
+Added: (principal executive officer, principal accounting officer and principal financial officer)
+Added: March 3, 2026
/s/ ARTHER C.
−Removed: February 21, 2025
−Removed: /s/ STEPHEN C.
−Removed: February 21, 2025
+Added: March 3, 2026
/s/ WEI JIANG
−Removed: February 21, 2025
−Removed: February 21, 2025
−Removed: /s/ ELIZABETH YEU
−Removed: February 21, 2025
−Removed: Elizabeth Yeu
+Added: March 3, 2026
+Added: /s/ RICHARD T.
+Added: March 3, 2026
+Added: March 3, 2026
+Added: /s/ CHRISTOPHER MIN FANG WANG
+Added: March 3, 2026
+Added: Christopher Min Fang Wang
/s/ LILIAN ZHOU
−Removed: February 21, 2025
+Added: March 3, 2026
STAAR SURGICAL COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Years Ended December 27, 2024, December 29, 2023 and December 30, 2022
+Added: Years Ended January 2, 2026, December 27, 2024 and December 29, 2023
Report of Independent Registered Public Accounting Firm (BDO USA, P.C.;
1 unchanged sentence
PCAOB ID# 243 )
−Removed: Consolidated Balance Sheets at December 27, 2024 and December 29, 2023
−Removed: Consolidated Statements of Operations for the years ended December 27, 2024, December 29, 2023 and December 30, 2022
−Removed: Consolidated Statements of Comprehensive Income (Loss) for the years ended December 27, 2024, December 29, 2023 and December 30, 2022
−Removed: Consolidated Statements of Stockholders’ Equity for the years ended December 27, 2024, December 29, 2023 and December 30, 2022
−Removed: Consolidated Statements of Cash Flows for the years ended December 27, 2024, December 29, 2023 and December 30, 2022
+Added: Consolidated Balance Sheets at January 2, 2026 and December 27, 2024
+Added: Consolidated Statements of Operations for the years ended January 2, 2026, December 27, 2024 and December 29, 2023
+Added: Consolidated Statements of Comprehensive Income (Loss) for the years ended January 2, 2026, December 27, 2024 and December 29, 2023
+Added: Consolidated Statements of Stockholders’ Equity for the years ended January 2, 2026, December 27, 2024 and December 29, 2023
+Added: Consolidated Statements of Cash Flows for the years ended January 2, 2026, December 27, 2024 and December 29, 2023
Notes to Consolidated Financial Statements
5 unchanged sentences
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of STAAR Surgical Company (the “Company”) as of December 27, 2024 and December 29, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three fiscal years in the period ended December 27, 2024, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 27, 2024 and December 29, 2023, and the results of its operations and its cash flows for each of the three fiscal years in the period ended December 27, 2024, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 27, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 21, 2025 expressed an unqualified opinion thereon.
+Added: We have audited the accompanying consolidated balance sheets of STAAR Surgical Company (the “Company”) as of January 2, 2026 and December 27, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three fiscal years in the period ended January 2, 2026, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 2, 2026 and December 27, 2024, and the results of its operations and its cash flows for each of the three fiscal years in the period ended January 2, 2026, in conformity with accounting principles generally accepted in the United States of America.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of January 2, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 3, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
16 unchanged sentences
and numerous foreign jurisdictions.
−Removed: The tax provision is based on management’s understanding of current enacted tax laws and tax rates of each tax jurisdiction and assessing the realizability of the deferred tax assets.
−Removed: In evaluating the Company’s ability to realize the deferred tax assets, management considers the positive and negative evidence, including the reversals of deferred tax assets and liabilities, projected future taxable income, tax-planning strategies, and results of recent operations.
−Removed: We identified the realization of the Company’s deferred tax assets, including the judgment and estimation regarding projected taxable income as a critical audit matter.
−Removed: The principal considerations in our determination are the significant judgments required in the development of forecasts and certain assumptions related to the projected sales growth, margins, costs and income by jurisdiction that are used to assess the realizability of deferred tax assets.
−Removed: Auditing these elements involved especially subjective and complex auditor judgment due to the nature of audit evidence and extent of audit effort required to address these matters, including the need to involve personnel with specialized knowledge and skills.
+Added: The tax provision is based on management’s understanding of current enacted tax laws and tax rates of each tax jurisdiction with consideration of intercompany transactions across multiple tax jurisdictions.
+Added: We identified the accounting for the Company’s income tax provision as a critical audit matter due to the complexity involved in:
+Added: (i) the application of relevant tax laws and regulations in calculating domestic taxable income and domestic deferred tax balances and (ii) the application of transfer pricing guidelines to various intercompany transactions.
+Added: Auditing these elements required challenging auditor judgment and an increased extent of audit effort, including the use of income tax professionals and professionals with knowledge and skills in transfer pricing.
The primary procedures we performed to address this critical audit matter included:
−Removed: • Assessing the reasonableness of the Company’s projected forecasts and certain related assumptions against the Company’s historical performance, industry-wide performance, macro-economic factors, and evidence obtained in other areas of the audit.
−Removed: • Utilizing personnel with specialized knowledge and skills in domestic and international tax law to assist in:
−Removed: (i) evaluating the application of tax laws used in management’s allocation methodologies based on the Company’s structure and operations, (ii) evaluating the appropriateness of the transfer pricing positions taken by assessing the intercompany transactions and the rates used to cross charge and allocate costs based on transfer pricing agreements, and (iii) evaluating both positive and negative evidence and assessing the reasonableness of certain assumptions used in the Company’s valuation allowance assessment.
+Added: • Testing the completeness and accuracy of the underlying data used to determine domestic taxable income, domestic deferred tax balances and transfer pricing adjustments.
+Added: • Utilizing income tax professionals to assist in evaluating management’s application of relevant domestic tax laws, enacted tax rates and regulations in calculating domestic taxable income and domestic deferred tax balances.
+Added: • Utilizing professionals with knowledge and skills in transfer pricing to assist in evaluating management’s application of the transfer pricing guidelines to various intercompany transactions.
/s/ BDO USA, P.C.
1 unchanged sentence
Los Angeles, California
−Removed: February 21, 2025
+Added: March 3, 2026
STAAR SURGICAL COMPANY AND SUBSIDIARIES
CONSOLIDATED B ALANCE SHEETS
−Removed: December 27, 2024 and December 29, 2023
+Added: January 2, 2026 and December 27, 2024
(In thousands, except par value amounts)
1 unchanged sentence
Cash and cash equivalents
−Removed: Investments available for sale (amortized cost basis of $ 86,346 and
−Removed: $ 37,843 at December 27, 2024 and December 29, 2023, respectively)
−Removed: Accounts receivable trade, net of allowance for credit losses of $ 32
−Removed: and $ 191 at December 27, 2024 and December 29, 2023, respectively
+Added: Investments available for sale (amortized cost basis of $ 34,385 and $ 86,346 at January 2, 2026 and December 27, 2024, respectively)
+Added: Accounts receivable trade, net of allowance for credit losses of $ 83 and $ 32 at January 2, 2026 and December 27, 2024, respectively
Inventories, net
1 unchanged sentence
Total current assets
−Removed: Investments available for sale (amortized cost basis of $ 11,590 at
−Removed: December 29, 2023)
Property, plant and equipment, net
1 unchanged sentence
Operating lease right-of-use assets, net
+Added: Cloud-based software
Deferred income taxes
7 unchanged sentences
Total current liabilities
−Removed: Obligations under finance leases
Obligations under operating leases
1 unchanged sentence
Asset retirement obligations
+Added: Deferred rent
Pension liability
4 unchanged sentences
60,000 shares authorized:
−Removed: 48,839 shares issued and outstanding at December 27, 2024 and
−Removed: December 29, 2023, respectively
+Added: 49,779 shares issued and 49,403 shares outstanding at January 2, 2026 and 49,294 shares issued and outstanding at December 27, 2024, respectively
Additional paid-in capital
−Removed: Accumulated other comprehensive income (loss)
+Added: Treasury stock, 376 and 0 shares at January 2, 2026 and December 27, 2024, respectively
+Added: Accumulated other comprehensive loss
Accumulated deficit
4 unchanged sentences
CONSOLIDATED STATEM ENTS OF OPERATIONS
−Removed: Years Ended December 27, 2024, December 29, 2023 and December 30, 2022
+Added: Years Ended January 2, 2026, December 27, 2024 and December 29, 2023
(In thousands, except per share amounts)
4 unchanged sentences
Research and development
+Added: Merger transaction and related costs
+Added: Restructuring, impairment and related charges
Total selling, general and administrative expenses
2 unchanged sentences
Interest income, net
−Removed: Loss on foreign currency transactions
+Added: Gain (loss) on foreign currency transactions
Royalty income
2 unchanged sentences
Income (loss) before income taxes
−Removed: Provision for income taxes
+Added: Provision (benefit) for income taxes
Net income (loss)
4 unchanged sentences
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
−Removed: Years Ended December 27, 2024, December 29, 2023 and December 30, 2022
+Added: Years Ended January 2, 2026, December 27, 2024 and December 29, 2023
(In thousands)
5 unchanged sentences
Investments available for sale:
−Removed: Change in unrealized gain (loss)
+Added: Change in unrealized gain
Reclassification into other income (expense), net
−Removed: Foreign currency translation loss
+Added: Foreign currency translation gain (loss)
Other comprehensive income (loss), net of tax
3 unchanged sentences
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
−Removed: Years Ended December 27, 2024, December 29, 2023 and December 30, 2022
+Added: Years Ended January 2, 2026, December 27, 2024 and December 29, 2023
(In thousands)
2 unchanged sentences
Additional Paid-In Capital
+Added: Treasury Stock Shares
+Added: Treasury Stock
Accumulated Other Compre-hensive Income (Loss)
1 unchanged sentence
Balance, at December 30, 2022
−Removed: Other comprehensive income
+Added: Other comprehensive loss
Common stock issued upon exercise of options
Stock-based compensation
+Added: Repurchase of employee common stock for taxes withheld
Unvested restricted stock
6 unchanged sentences
Unvested restricted stock
+Added: Forfeited restricted stock
Vested restricted and performance stock units
Balance, at December 27, 2024
−Removed: Other comprehensive loss
+Added: Other comprehensive income
Common stock issued upon exercise of options
Stock-based compensation
+Added: Repurchase of common stock
Repurchase of employee common stock for taxes withheld
−Removed: Unvested restricted stock
−Removed: Forfeited restricted stock
Vested restricted and performance stock units
−Removed: Balance, at December 27, 2024
+Added: Balance, at January 2, 2026
The accompanying notes are an integral part of these consolidated financial statements.
1 unchanged sentence
CONSOLIDATED STATEM ENTS OF CASH FLOWS
−Removed: Years Ended December 27, 2024, December 29, 2023 and December 30, 2022
+Added: Years Ended January 2, 2026, December 27, 2024 and December 29, 2023
(In thousands)
1 unchanged sentence
Net income (loss)
−Removed: Adjustments to reconcile net income (loss) to net cash provided by
−Removed: operating activities:
+Added: Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation of property, plant, and equipment
+Added: Amortization of cloud-based software
+Added: Non-cash operating lease expense
+Added: Impairment of fixed assets and operating lease right-of-use assets
+Added: Gain on fixed asset recovery
Amortization of intangibles
11 unchanged sentences
Prepayments, deposits, and other assets
+Added: Cloud-based software
Accounts payable
−Removed: Other current liabilities
−Removed: Net cash provided by operating activities
+Added: Other current liabilities and non-current liabilities
+Added: Net cash provided by (used in) operating activities
Cash flows from investing activities:
6 unchanged sentences
Repayment of finance lease obligations
+Added: Repurchase of common stock
Repurchase of employee common stock for taxes withheld
Proceeds from the exercise of stock options
−Removed: Proceeds from vested restricted stock
−Removed: Net cash provided by financing activities
+Added: Proceeds from vested restricted and performance stock units
+Added: Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
17 unchanged sentences
Not all of the Company’s products are currently available in all markets where it sells ICLs today.
−Removed: As of December 27, 2024, the Company’s significant subsidiaries consisted of:
+Added: As of January 2, 2026, the Company’s significant subsidiaries consisted of:
• STAAR Surgical AG, a wholly owned subsidiary organized under the laws of Switzerland (“STAAR AG”)
• STAAR Japan, Inc., a wholly owned subsidiary organized under the laws of Japan (“STAAR Japan”)
−Removed: The Company operates as one operating segment, the ophthalmic surgical market, for financial reporting purposes (see Note 16).
Principles of Consolidation
3 unchanged sentences
The Company’s fiscal year ends on the Friday nearest December 31 and each of the Company’s quarterly reporting periods generally consists of 13 weeks.
−Removed: Fiscal years 2024, 2023 and 2022 are based on a 52-week period.
+Added: Fiscal year 2025 is based on a 53-week period and fiscal years 2024 and 2023 are based on a 52-week period.
+Added: Termination of Alcon Merger Agreement
+Added: As previously disclosed, on August 4, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alcon Research, LLC, a Delaware limited liability company (“Alcon”), and Rascasse Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Alcon (“Merger Sub”).
+Added: The Merger Agreement provided, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Alcon.
+Added: The Company and Alcon entered into two amendments to the Merger Agreement, on November 7, 2025 and December 9, 2025, and the Company held a special meeting of stockholders (the “Special Meeting”) to vote on the Merger on January 6, 2026.
+Added: At the Special Meeting, the Company’s stockholders voted against the Merger, and the Merger Agreement was terminated in accordance with its terms effective January 6, 2026.
+Added: None of the Company, Alcon or Merger Sub was required to pay any termination fee as a result of the termination of the Merger Agreement, and the parties are responsible for their respective costs and expenses related to the Merger Agreement and the transactions contemplated thereby.
+Added: During fiscal 2025, the Company incurred $ 17,135,000 in professional fees and expenses related to the Merger, which are recorded as Merger transaction and related costs on the Consolidated Statement of Operations.
+Added: Following the termination of the Merger Agreement, on January 14, 2026, the Company entered into a letter agreement (the “Cooperation Agreement”) with Broadwood Partners, L.P.
+Added: and its affiliates (“Broadwood”), the Company’s largest stockholder.
+Added: The Cooperation Agreement provided for certain governance and leadership changes, as well as reimbursement by the Company of expenses incurred by Broadwood and other stockholders in connection with their engagement with the Company, including the Special Meeting.
+Added: See Note 19 – Subsequent Events to the Consolidated Financial Statements for information about the Merger Agreement and the Cooperation Agreement.
+Added: STAAR SURGICAL COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: Note 1 — Organization and Description of Business and Accounting Policies (Continued)
+Added: Reclassifications
+Added: The Company reclassified certain personnel costs including salary-related and payroll tax expenses, bonus and stock-based compensation related expenses and travel related expenses previously included in research and development to sales and marketing.
+Added: These costs support internal and external training and education with respect to the Company’s existing products, and as such, the Company determined that classification of these costs in sales and marketing better reflects the nature of the costs and financial performance of the Company as it operates.
+Added: The Company has made certain reclassification adjustments to conform prior period amounts to current presentation, which include reclassification adjustments between Research and development expenses and Sales and marketing expenses on its Consolidated Statements of Operations as follows (in thousands):
+Added: Prior Presentation
+Added: Reclassification
+Added: New Presentation
+Added: Prior Presentation
+Added: Reclassification
+Added: New Presentation
+Added: Sales and marketing
+Added: Research and development
+Added: The reclassification adjustments did not have a material impact on previously recorded amounts and had no impact on the Company’s Total selling, general and administrative expenses, Operating income (loss), Net income (loss) or Net earnings (loss) per share.
+Added: The Consolidated Balance Sheets, Consolidated Statements of Operations, Comprehensive Income (Loss), Stockholders’ Equity and Cash Flows were not affected by changes in the presentation of these costs.
+Added: Additionally, non-cash lease expense is now presented on its own line in the Company’s Consolidated Statements of Cash Flows instead of combined with the changes in other current and non-current liabilities as follows (in thousands):
+Added: Prior Presentation
+Added: Reclassification
+Added: New Presentation
+Added: Prior Presentation
+Added: Reclassification
+Added: New Presentation
+Added: Non-cash operating lease expense
+Added: Other current and non-current liabilities
+Added: Net cash provided by (used in) operating activities presented in the Consolidated Statements of Cash Flows was not affected by this change in presentation.
Segment Reporting
−Removed: The Company adopted Accounting Standards Update (“ASU”) 2023-07 as of the beginning of fiscal 2024.
The Company operates in one reportable segment, ophthalmic surgical product segment, as all of the Company’s sales are generated from ophthalmic surgical products.
−Removed: The accounting policies for of the ophthalmic surgical product segment are the same as those described in Note 1 of the Consolidated Financial Statements.
−Removed: The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer and President.
−Removed: The CODM assesses performance for the ophthalmic surgical product segment by comparing actual results to forecasts and decides how to allocate resources, i.e., headcount and compensation, based on net income or on operating results, if a net loss, that is reported on the Consolidated Statements of Operations.
−Removed: The measure of segment assets is reported on the balance sheet as total consolidated assets.
+Added: The accounting policies for the ophthalmic surgical product segment are the same as those described in Note 1 – Organization and Description of Business and Accounting Policies of the Consolidated Financial Statements.
+Added: The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer .
+Added: The Company’s CODM manages and allocates resources to the operations of the Company on a consolidated basis.
+Added: The CODM assesses performance comparing actual results to forecasts and decides how to allocate resources, i.e., headcount and compensation, based on net income or on operating results, if a net loss.
+Added: Significant segment expenses are consistent with those presented on the Consolidated Statements of Operations.
+Added: The measure of segment assets is reported on the balance sheet as total consolidated assets and the expenditures for additions to long-lived assets, and depreciation and amortization expense is consistent with those presented on the Consolidated Statement of Cash Flows.
See Note 1 – Organization and Description of Business and Accounting Policies – Concentration of Credit Risk and Sales, Note 17 – Disaggregation of Revenues, Geographic Sales and Product Sales and Note 18 – Geographic Assets for specific information regarding the Company’s sales and long-lived assets.
8 unchanged sentences
Net foreign translation gain (loss) was as follows (in thousands):
−Removed: Foreign currency translation loss (1)
−Removed: Loss on foreign currency transactions (2)
+Added: Foreign currency translation gain (loss) (1)
+Added: Gain (loss) on foreign currency transactions (2)
(1) Shown as a separate line item on the Consolidated Statements of Comprehensive Income (Loss).
25 unchanged sentences
Historically, the Company marketed and sold cataract IOLs and related injectors and injector parts.
−Removed: The Company phased out sales of such products in fiscal 2023, and it did not sell any such products in fiscal 2024.
+Added: The Company phased out sales of such products in fiscal 2023, and it did not sell any such products in fiscal 2024 or 2025.
Sales of such products involved sales by the Company of injector parts to an unrelated customer and supplier (collectively referred to as “supplier”) whereby these injector part sales were either made as a final sale to the supplier or, were sold to be combined with an acrylic cataract IOL by the supplier into finished goods inventory (a preloaded acrylic cataract IOL).
9 unchanged sentences
• Non-consignment Sales – The Company recognizes revenue from non-consignment product sales at a point-in-time when control has been transferred, which is typically at shipping point, except for certain customers and for STAAR Japan, which is typically recognized when the customer receives the product.
−Removed: The Company does no t have significant deferred revenues as of December 27, 2024, December 29, 2023 and December 30, 2022, as delivery to the customer is generally made within the same or the next day of shipment.
+Added: The Company does no t have significant deferred revenues as of January 2, 2026, December 27, 2024 and December 29, 2023, as delivery to the customer is generally made within the same or the next day of shipment.
In December 2024, the Company shipped a $ 27.5 million order of ICLs to one of its distributors in China.
2 unchanged sentences
However, as the shipment was received by the distributor, and control of the product passed to the distributor, the cost of the inventory was charged to cost of sales in the quarter ended December 27, 2024.
−Removed: Revenue for this order will not be recognized until payments are received from the distributor, at which point the collectability concern is alleviated.
+Added: Revenue for this order was recognized in 2025 when payments were received from the distributor, at which point the collectability concern is alleviated.
• Consignment Sales – The Company’s products are marketed to ophthalmic surgeons, hospitals, ambulatory surgery centers or vision centers, and distributors.
1 unchanged sentence
The Company maintains title and risk of loss on consigned inventory and recognizes revenue for consignment inventory at a point-in-time when the Company is notified that the lenses have been implanted, thus completing the performance obligation.
−Removed: See Note 16 for additional information on disaggregation of revenues, geographic sales information and product sales.
+Added: See Note 17 – Disaggregation of Revenues, Geographic Sales and Product Sales to the Consolidated Financial Statements for additional information.
STAAR SURGICAL COMPANY AND SUBSIDIARIES
6 unchanged sentences
These strategic cooperation agreements are generally for periods of 12 months or more with quarterly minimum purchase commitments.
−Removed: The Company recognizes sales and marketing expenses in the period in which it expects the customer will achieve its minimum purchase commitment, generally quarterly, and any unpaid amounts are recorded in other current liabilities on the Consolidated Balance Sheets, see Note 7.
+Added: The Company recognizes sales and marketing expenses in the period in which it expects the customer will achieve its minimum purchase commitment, generally quarterly, and any unpaid amounts are recorded in other current liabilities on the Consolidated Balance Sheets, see Note 8 – Other Current Liabilities to the Consolidated Financial Statements.
Reimbursements made directly to the customer for general marketing incentives are treated as a reduction in revenues.
3 unchanged sentences
Since the payments for distinct or non-distinct services occur within the quarter corresponding with the purchases made by the customer and the shipments made by the Company to that customer, there is no remaining performance obligation by the Company to the customer.
−Removed: Accordingly, there are no deferred revenues associated with these types of arrangements as of December 27, 2024, December 29, 2023 and December 30, 2022 .
+Added: Accordingly, there are no deferred revenues associated with these types of arrangements as of January 2, 2026, December 27, 2024 and December 29, 2023 .
Allowance for Credit Losses
5 unchanged sentences
This risk is limited due to the large number of customers comprising the Company’s customer base, and their geographic dispersion.
−Removed: As of December 27, 2024 and December 29, 2023, the Company’s China distributors accounted for 58 % and 70 %, respectively, of the Company’s consolidated trade receivables.
+Added: As of January 2, 2026 and December 27, 2024, the Company’s China distributors accounted for 33 % and 58 %, respectively, of the Company’s consolidated trade receivables.
Ongoing credit evaluations of customers’ financial condition are performed and, generally, no collateral is required.
64 unchanged sentences
The Company performed its annual impairment test and determined that its goodwill was not impaired.
−Removed: As of December 27, 2024 and December 29, 2023 , the carrying value of goodwill was $ 1,786,000 .
+Added: As of January 2, 2026 and December 27, 2024 , the carrying value of goodwill was $ 1,786,000 .
STAAR SURGICAL COMPANY AND SUBSIDIARIES
5 unchanged sentences
When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets’ fair value and their carrying value.
−Removed: A review of long-lived assets was conducted as of December 27, 2024 and December 29, 2023 and no impairment was identified.
+Added: A review of long-lived assets was conducted as of December 27, 2024 and no impairment was identified (see also Note 1 – Organization and Description of Business and Accounting Policies – Restructuring, Impairment and Related Charges.)
Amortization is computed on the straight-line basis, which is the Company’s best estimate of the economic benefits realized over the estimated useful lives of the assets which range from 3 to 20 years for patents, certain acquired rights and licenses, 10 years for customer relationships, and 3 to 10 years for developed technology.
2 unchanged sentences
Amortization expense
−Removed: Cloud-Based Software Implementation Costs
+Added: Cloud-Based Software
The Company has entered into cloud-based software hosting arrangements for which it incurs implementation costs.
−Removed: Certain costs incurred during the application development stage are capitalized and included within Prepayments, deposits and other current assets or Other assets on the Consolidated Balance Sheet, depending on the short- or long-term nature of such costs, in line with the Company’s policy on the accounting for prepaid software hosting arrangements.
+Added: Certain costs incurred during the application development stage are capitalized and included within Prepayments, deposits and other current assets or Cloud-based software on the Consolidated Balance Sheet, depending on the short- or long-term nature of such costs, in line with the Company’s policy on the accounting for prepaid software hosting arrangements.
Costs incurred during the preliminary project stage and post-implementation stage are expensed as incurred.
−Removed: Capitalized cloud-based software implementation costs are amortized, beginning on the date the related software or module is ready for its intended use, on a straight-line basis over the remaining term of the hosting arrangement.
+Added: Capitalized cloud-based software implementation costs are amortized, beginning on the date the related software or module is ready for its intended use, on a straight-line basis over the remaining term of the hosting arrangement, which is approximately 5 to 10 years.
Amortization is recognized as a component of selling, general, and administrative expenses, in the same line item as the expense for the associated hosting arrangement.
−Removed: As of December 27, 2024 and December 29, 2023, the Company recognized $ 15,763,000 and $ 2,406,000 , respectively, of net capitalized cloud-based software implementation costs related to several systems, including enterprise resource planning and customer relationship management systems, recorded within Other assets on the Consolidated Balance Sheets.
−Removed: As of December 27, 2024 , these assets are not currently placed into service.
−Removed: These assets are expected to be placed into service throughout 2025.
−Removed: No amortization of capitalized cloud-based software implementation costs was recognized during the years ended 2024 and 2023 .
Lease Accounting
4 unchanged sentences
In addition, the Company must have both the right to obtain substantially all of the economic benefits from use of the identified asset and has the right to direct the use of the identified asset.
+Added: Certain leases may have non-lease components such as common area maintenance expense for building leases and maintenance expenses for automobile leases.
+Added: In general, the Company separates common area maintenance expense component from the value of the ROU asset and lease liability when evaluating rental properties, whereas the Company includes the maintenance and service components in the value of the ROU asset and lease liability while evaluating automobile leases.
+Added: When determining whether a lease is a finance lease or operating lease, the Company uses (i) greater than or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) greater than or equal to 90% to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset.
STAAR SURGICAL COMPANY AND SUBSIDIARIES
2 unchanged sentences
Lease Accounting (Continued)
−Removed: Certain leases may have non-lease components such as common area maintenance expense for building leases and maintenance expenses for automobile leases.
−Removed: In general, the Company separates common area maintenance expense component from the value of the ROU asset and lease liability when evaluating rental properties, whereas the Company includes the maintenance and service components in the value of the ROU asset and lease liability while evaluating automobile leases.
−Removed: When determining whether a lease is a finance lease or operating lease, the Company uses (i) greater than or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset and (ii) greater than or equal to 90% to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset.
The Company uses either the rate implicit in the lease or its incremental borrowing rate as the discount rate in lease accounting.
4 unchanged sentences
Vendor Concentration
+Added: There were two vendors that accounted for over 30 % of the Company’s consolidated accounts payable as of January 2, 2026.
There was one vendor that accounted for over 10 % of the Company’s consolidated accounts payable as of December 27, 2024 .
−Removed: There were no vendors that accounted for over 10 % of the Company’s consolidated accounts payable as of December 29, 2023 .
Research and Development Costs
3 unchanged sentences
Advertising costs
−Removed: The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities, net operating loss and credit carryforwards, and uncertainty in income taxes, on a jurisdiction-by-jurisdiction basis.
−Removed: For each tax entity and tax jurisdiction, the Company presents deferred tax liabilities and assets, as well as any related valuation allowance, as a single non-current amount.
−Removed: The Company does not offset deferred tax liabilities and assets attributable to different tax entities or to different tax jurisdictions.
+Added: Merger Transaction and Related Costs
+Added: In connection with the proposed merger with Alcon, the Company incurred professional service expenses of $ 17,135,000 dur ing fiscal year 2025, which are included in Merger transaction and related costs on the Consolidated Statements of Operations.
+Added: In accordance with the Cooperation Agreement with Broadwood Partners L.P., the Company expects to incur approximately $ 7,000,000 in additional expenses in the quarter ended April 3, 2026.
+Added: See Note 19 – Subsequent Events to the Consolidated Financial Statements for further information.
+Added: Restructuring, Impairment and Related Charges
+Added: In the first half of 2025, the Company took a number of steps to change its leadership team, realign its leadership structure to better address market needs, reduce costs and discretionary spending, and better position the Company to return to sustainable growth.
+Added: As part of this leadership realignment and related efforts, during the fiscal year 2025, the Company recognized costs related to severance and reduction in workforce of $ 12,354,000 ;
+Added: consulting expenses of $ 874,000 ;
+Added: impairment expenses on leasehold improvements and machinery and equipment of $ 7,759,000 , as the Company will no longer be using these assets;
+Added: and impairment on real property right-of-use assets of $ 4,894,000 , as the Company is actively pursuing subleasing opportunities.
+Added: In addition, the Company also recognized impairment of $ 2,751,000 during fiscal year 2025 for internally developed software that it will no longer be using as it will transition to a cloud-based software solution.
+Added: An aggregate of $ 28,632,000 for such costs, expenses and charges is included in Restructuring, impairment and related charges on the Consolidated Statements of Operations for fiscal year 2025.
+Added: The restructuring effort was substantially completed as of June 27, 2025.
+Added: For more detail, see Notes 6 – Property, Plant and Equipment, Net, 8 – Other Current Liabilities and 9 – Operating Leases to the Consolidated Financial Statements .
STAAR SURGICAL COMPANY AND SUBSIDIARIES
1 unchanged sentence
Note 1 — Organization and Description of Business and Accounting Policies (Continued)
−Removed: Income Taxes (Continued)
+Added: The Company adopted the annual disclosure requirements of the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740)” in fiscal 2025.
+Added: ASU 2023-09 improves the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.
+Added: It also includes certain other amendments to improve the effectiveness of income tax disclosures regarding (a) income or loss from continuing operations disaggregated between domestic and foreign and (b) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign.
+Added: The Company’s income tax disclosure requirements have been enhanced on a prospective basis in these Consolidated Financial Statements as a result of the ASU 2023-09 adoption.
+Added: On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law.
+Added: The OBBBA introduces changes in U.S.
+Added: tax law, with certain provisions applicable to the Company beginning in 2025.
+Added: These changes include the immediate expensing of domestic research and experimental expenditures, accelerated tax deductions for qualified property, and modifications to certain international tax frameworks.
+Added: The Company has incorporated OBBBA into the income tax provision during fiscal year 2025 resulting in an immaterial impact to the effective tax rate.
+Added: The Company continues to evaluate the impact the new legislation will have on its Consolidated Financial Statements.
+Added: The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities, net operating loss and credit carryforwards, and uncertainty in income taxes, on a jurisdiction-by-jurisdiction basis.
+Added: For each tax entity and tax jurisdiction, the Company presents deferred tax liabilities and assets, as well as any related valuation allowance, as a single non-current amount.
+Added: The Company does not offset deferred tax liabilities and assets attributable to different tax entities or to different tax jurisdictions.
In evaluating the Company’s ability to recover the deferred tax assets within a jurisdiction from which they arise, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations.
2 unchanged sentences
In evaluating the objective evidence that historical results provide, the Company also considers three years of cumulative operating results.
+Added: It is the Company’s policy to not rely on future taxable profit as source of income to evaluate deferred tax asset realizability, if the Company is under three years of cumulative losses.
Valuation allowances, or reductions to deferred tax assets, are recognized if, based on the weight of all the available evidence, it is more likely than not that some portion or all the deferred tax asset may not be realized.
5 unchanged sentences
However, due to the mechanics of the GILTI rules, companies that have a GILTI inclusion may realize a reduced (or no) cash tax savings from utilizing such tax attribute carryforwards (this view is referred to as the “incremental cash tax savings approach”).
+Added: STAAR SURGICAL COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: Note 1 — Organization and Description of Business and Accounting Policies (Continued)
+Added: Income Taxes (Continued)
+Added: The Company and its foreign subsidiaries operate in multiple tax jurisdictions, and have entered into certain intercompany service arrangements that are priced under transfer pricing policies intended to reflect arm’s-length terms under applicable tax laws and regulations.
+Added: Transfer pricing requires management judgment and is supported by economic analyses, including benchmarking to comparable companies and/or transactions.
+Added: The Company monitors the nature of its intercompany service arrangements for changes in its operations as well as economic conditions, and periodically refreshes its transfer pricing analyses, including updates to the comparable set and related results, as appropriate.
+Added: Although these intercompany transactions reflect arm’s-length terms and the proper transfer pricing documentation is in place, transfer pricing terms and conditions may be scrutinized by local tax authorities during an audit and any resulting changes may impact the Company’s effective tax rate and taxes due.
The Company recognizes the income tax benefit from an uncertain tax position when it is more likely than not that, based on technical merits, the position will be sustained upon examination, including resolutions of any related appeals or litigation processes.
3 unchanged sentences
The Company has only one class of common stock and no participating securities which would require the two-class method of calculating basic earnings per share.
−Removed: Basic per share information is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the period, net of unvested stock-based awards.
+Added: Basic per share information is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the period.
Diluted per share information is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the period, adjusted for the effects of potentially dilutive securities using the treasury stock method.
1 unchanged sentence
Potentially dilutive securities include the Company’s outstanding stock-based awards.
−Removed: As of December 27, 2024 , the Company had outstanding grants of stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”).
+Added: As of January 2, 2026 , the Company had outstanding grants of stock options, restricted stock units (“RSUs”), and performance stock units (“PSUs”).
Stock options that are anti-dilutive, where their exercise price exceeds the average market price of the common stock, are not included in the treasury stock method calculation for diluted net income (loss) per share.
−Removed: STAAR SURGICAL COMPANY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: Note 1 — Organization and Description of Business and Accounting Policies (Continued)
Employee Defined Benefit Plans
11 unchanged sentences
The Equity Plan allows for awards of stock options, stock appreciation rights, restricted stock, RSUs, and other stock- and cash-based awards, including awards that are subject to service-based and performance-based vesting conditions.
−Removed: As of December 27, 2024, the Company had outstanding grants of stock options, restricted stock awards, RSUs and PSUs.
+Added: As of January 2, 2026, the Company had outstanding grants of stock options, RSUs and PSUs.
+Added: STAAR SURGICAL COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: Note 1 — Organization and Description of Business and Accounting Policies (Continued)
+Added: Stock-Based Compensation (Continued)
Stock-based compensation expense for all stock-based awards granted is based on the grant-date fair value of the award.
10 unchanged sentences
Shares subject to RSU and PSU awards are not issuable until the requisite service and applicable performance conditions are satisfied, so they are not included in the Company’s shares of common stock issued and outstanding until the vesting of such awards.
−Removed: STAAR SURGICAL COMPANY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: Note 1 — Organization and Description of Business and Accounting Policies (Continued)
+Added: Share Repurchases
+Added: Repurchased shares are held in treasury stock.
+Added: Treasury stock purchases are accounted for under the cost method whereby the cost of the acquired stock is recorded as treasury stock.
Comprehensive Income (Loss)
1 unchanged sentence
Total comprehensive income (loss) includes, in addition to the net income (loss), changes in equity that are excluded from the Consolidated Statements of Operations and are recorded directly into a separate section of stockholders’ equity on the Consolidated Balance Sheets.
−Removed: The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss) attributable to the Company for the years ended December 27, 2024, December 29, 2023 and December 30, 2022 (in thousands):
+Added: The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss) attributable to the Company for the years ended January 2, 2026, December 27, 2024 and December 29, 2023 (in thousands):
Foreign Currency Translation
9 unchanged sentences
Other comprehensive income (loss)
−Removed: Balance, at December 27, 2024
+Added: Balance, at January 2, 2026
+Added: STAAR SURGICAL COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: Note 1 — Organization and Description of Business and Accounting Policies (Continued)
Recent Accounting Pronouncements Not Yet Adopted
−Removed: In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740).” ASU 2023-09 improves the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.
−Removed: It also includes certain other amendments to improve the effectiveness of income tax disclosures regarding (a) income or loss from continuing operations disaggregated between domestic and foreign and (b) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign.
−Removed: ASU 2023-09 is effective for annual periods beginning after December 15, 2024.
−Removed: The Company will adopt ASU 2023-09 at the beginning of fiscal year 2025.
−Removed: The Company is currently evaluating the disclosure requirements and its effect on the Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement;
9 unchanged sentences
The Company will adopt ASU 2024-03 at the beginning of fiscal year 2026.
−Removed: The Company is currently evaluating the disclosure requirements and its effect on the Consolidated Financial Statements.
−Removed: STAAR SURGICAL COMPANY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: The Company is currently evaluating the annual disclosure requirements and its effect on the Consolidated Financial Statements.
Note 2 — Investments Available for Sale
−Removed: During 2022, the Company started to invest its cash in investments AFS, in accordance with its investment policy.
−Removed: Investments AFS and the related fair value measurement consisted of the following (dollars in thousands):
−Removed: December 27, 2024
+Added: Investments AFS and the related fair value measurement consisted of the following (in thousands):
Fair Value Measurements
8 unchanged sentences
Total investments AFS
−Removed: December 29, 2023
Fair Value Measurements
6 unchanged sentences
Treasury securities
−Removed: agency securities
Corporate debt securities
3 unchanged sentences
These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers and other industry and economic events.
−Removed: The Company assessed each debt security (see Note 1 for information on composition of the portfolio) in a gross unrealized loss position to determine whether the decline in fair value below amortized cost was a result of credit losses or other factors, whether the Company expects to recover the amortized cost of the debt security, the Company’s intent to sell and whether it is more-likely-than-not that the Company will not be required to sell the debt security before the recovery of the amortized cost basis.
−Removed: There has been no allowance for expected credit losses recorded for the years ended 2024, 2023 and 2022.
−Removed: The following table shows the fair value of investments AFS by contractual maturity (dollars in thousands):
−Removed: As of December 27, 2024
+Added: STAAR SURGICAL COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: Note 2 — Investments Available for Sale (Continued)
+Added: The Company assessed each debt security (see Note 1 – Organization and Description of Business and Accounting Policies – Investments Available for Sale – for information on composition of the portfolio) in a gross unrealized loss position to determine whether the decline in fair value below amortized cost was a result of credit losses or other factors, whether the Company expects to recover the amortized cost of the debt security, the Company’s intent to sell and whether it is more-likely-than-not that the Company will not be required to sell the debt security before the recovery of the amortized cost basis.
+Added: There has been no allowance for expected credit losses recorded for the fiscal years ended 2025, 2024 and 2023.
+Added: The following table shows the fair value of investments AFS by contractual maturity (in thousands):
Within one year
5 unchanged sentences
Total investments AFS
−Removed: STAAR SURGICAL COMPANY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: Note 2 — Investments Available for Sale (Continued)
During 2025, several of the Company’s investments AFS with an aggregate fair value of $ 3,377,000 were subject to early redemption.
−Removed: The Company recognized a gain upon redemption of $ 3,000 for the year ended 2024.
−Removed: During 2023 and 2022, two of the Company’s investments AFS were the subject of a downgraded credit rating.
−Removed: The Company sold its investments of $ 1,300,000 and $ 359,000 during 2023 and 2022, respectively, in aggregate securities following the downgrade.
−Removed: The Company recognized a realized loss upon sale of less than $ 1,000 for the years ended 2023 and 2022.
+Added: The Company recognized a gain upon redemption of $ 2,000 for the fiscal year ended 2025.
+Added: During 2024, several of the Company’s investments AFS with an aggregate fair value of $ 1,314,000 were subject to early redemption.
+Added: The Company recognized a gain upon redemption of $ 3,000 for the fiscal year ended 2024.
+Added: During 2023, two of the Company’s investments AFS were the subject of a downgraded credit rating.
+Added: The Company sold its investments of $ 1,300,000 during 2023 following the downgrade.
+Added: The Company recognized a realized loss upon sale of less than $ 1,000 for the fiscal year ended 2023.
Note 3 — Accounts Receivable Trade, Net
11 unchanged sentences
Total inventories, net
+Added: (1) Finished goods inventory includes consigned inventory of $ 9,619,000 and $ 1,484,000 for 2025 and 2024, respectively.
+Added: See also Note 17 – Disaggregation of Revenues, Geographic Sales and Product Sales to the Consolidated Financial Statements for further deta ils.
+Added: STAAR SURGICAL COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 5 — Prepayments, Deposits and Other Current Assets
2 unchanged sentences
Prepaid insurance
−Removed: Prepaid marketing
−Removed: Consumption tax receivable
+Added: Prepaid income taxes
Value added tax (VAT) receivable
1 unchanged sentence
(1) No individual category in “other” exceeds 5 % of the total prepayments, deposits and other current assets.
−Removed: STAAR SURGICAL COMPANY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note 6 — Property, Plant and Equipment, Net
8 unchanged sentences
Total property, plant and equipment, net
+Added: As discussed in Note 1 – Organization and Description of Business and Accounting Policies – Restructuring, Impairment and Related Charges, during fiscal 2025, the Company recognized fixed asset impairment expense of $ 7,759,000 primarily on leasehold improvements and machinery and equipment as the Company will no longer be using these assets.
+Added: The Company also recognized impairment of $ 2,751,000 for internally developed software that the Company will no longer be using as it will transition to a cloud-based software solution.
+Added: These amounts are recorded in Restructuring, impairment and related charges on the Consolidated Statement of Operations.
Construction in process primarily consists of the build out and validation of machinery and equipment.
7 unchanged sentences
Loss on disposal of property, plant and equipment
−Removed: The loss recognized for the year ended 2024 consisted primarily of an asset that is no longer in use and was recorded in selling and marketing expense on the Consolidated Statements of Operations.
+Added: The loss recognized for the fiscal year ended 2024 consisted primarily of an asset that is no longer in use and was recorded in selling and marketing expense on the Consolidated Statements of Operations.
+Added: STAAR SURGICAL COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: Note 7 — Cloud-Based Software
+Added: The Company capitalized cloud-based software implementation costs related to several systems, including enterprise resource planning and customer relationship management systems.
+Added: Assets are expected to be placed into service throughout 2026.
+Added: Capitalized cloud-based software costs, net consisted of the following (in thousands):
+Added: Cloud-based software
+Added: Less accumulated amortization
+Added: Total cloud-based software, net
+Added: Cloud-based software included in prepayments, deposits and other current assets
+Added: Cloud-based software
+Added: Activity related to cloud-based software was as follows (in thousands):
+Added: Additions to cloud-based software
+Added: Amortization of cloud-based software
Note 8 — Other Current Liabilities
2 unchanged sentences
Accrued bonuses
+Added: Severance payable (1)
Accrued insurance
2 unchanged sentences
Total other current liabilities
+Added: (1) As discussed in Note 1 – Organization and Description of Business and Accounting Policies – Restructuring, Impairment and Related Charges, during fiscal year 2025, the Company recognized costs in connection with its leadership realignment and related efforts.
+Added: Of these costs, a total of $ 12,354,000 was recognized for severance costs related to leadership realignment and reduction in workforce.
+Added: This amount is recorded in Restructuring, impairment and related charges on the Consolidated Statement of Operations.
+Added: A majority of these severance payments were paid during the second quarter of 2025.
(2) No individual category in “Other” exceeds 5 % of the other current liabilities.
−Removed: STAAR SURGICAL COMPANY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: Note 8 — Leases
−Removed: Finance Leases
−Removed: The Company entered into finance leases primarily related to purchases of equipment used for manufacturing, furniture and computer-related equipment.
−Removed: These finance leases are two to five years in length and have fixed payment amounts for the term of the contract and have options to purchase the assets at the end of the lease term.
−Removed: Supplemental balance sheet information related to finance leases consisted of the following (dollars in thousands):
−Removed: Computer equipment and software
−Removed: Furniture and fixtures
−Removed: Finance lease ROU assets, gross
−Removed: Less accumulated depreciation
−Removed: Finance lease ROU assets, net
−Removed: Current finance lease obligations
−Removed: Long-term finance lease obligations
−Removed: Total finance lease liability
−Removed: Weighted-average remaining lease term (in years)
−Removed: Weighted-average discount rate
−Removed: Supplemental cash flow information related to finance leases consisted of the following (in thousands):
−Removed: Amortization of finance lease ROU asset
−Removed: Interest on finance lease liabilities
−Removed: Cash paid for amounts included in the measurement of finance lease liabilities:
−Removed: Operating cash flows
−Removed: Financing cash flows
−Removed: Operating Leases
+Added: Note 9 — Operating Leases
The Company entered into operating leases primarily related to real property (office, manufacturing and warehouse facilities), automobiles and copiers.
3 unchanged sentences
For operating leases that increase using an inflation rate indicator, the Company used the inflation rate at the time the lease was entered into for the length of the lease term.
+Added: Supplemental balance sheet information related to operating leases consisted of the following (dollars in thousands):
STAAR SURGICAL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: Note 8 — Leases (Continued)
−Removed: Operating Leases (Continued)
−Removed: Supplemental balance sheet information related to operating leases consisted of the following (dollars in thousands):
+Added: Note 9 — Operating Leases (Continued)
Machinery and equipment
9 unchanged sentences
Weighted-average discount rate
+Added: As discussed in Note 1 – Organization and Description of Business and Accounting Policies – Restructuring, Impairment and Related Charges, during the fiscal year 2025, the Company recognized impairment on real property right-of-use assets of $ 4,894,000 .
+Added: The impairment relates to the Company’s decision to exit three of its leased properties, for which the Company has obtained a subtenant for one of its properties and is actively pursuing subleasing for the other two properties.
+Added: The impairment was determined based on market comparables of similar subleased properties.
+Added: The impairment is recorded in Restructuring, impairment and related charges on the Consolidated Statements of Operations.
Supplemental cash flow information related to operating leases was as follows (in thousands):
2 unchanged sentences
Operating cash flows
−Removed: ROU assets obtained in exchange for new operating lease liabilities
+Added: ROU assets obtained in exchange for new and amended operating lease liabilities
Future Maturities of Lease Liabilities
−Removed: Estimated future maturities of lease liabilities under operating and finance leases having initial or remaining non-cancelable lease terms more than one year are as follows (in thousands):
+Added: Estimated future maturities of lease liabilities for operating leases having initial or remaining non-cancelable lease terms more than one year are as follows (in thousands):
Operating Leases
−Removed: Finance Leases
Total minimum lease payments, including interest
4 unchanged sentences
Note 10 — Income Taxes
−Removed: Provision for Income Taxes
−Removed: Income (loss) from continuing operations before provision for income taxes was as follows (in thousands):
+Added: Provision (benefit) for Income Taxes
+Added: Income (loss) from continuing operations before provision (benefit) for income taxes was as follows (in thousands):
Income (loss) before income taxes
−Removed: The provision for income taxes consisted of the following (in thousands):
+Added: The provision (benefit) for income taxes consisted of the following (in thousands):
Current tax provision:
2 unchanged sentences
Total deferred provision (benefit)
−Removed: Provision for income taxes
+Added: Provision (benefit) for income taxes
A reconciliation of the statutory U.S.
−Removed: federal tax rate to the Company’s effective tax rate was as follows (dollars in thousands):
−Removed: Income (loss) before income taxes
−Removed: Income tax expense:
−Removed: Taxes at federal statutory tax rate
−Removed: State taxes, net of federal income tax benefit
+Added: federal tax rate to the Company’s effective tax rate after the adoption of ASU 2023-09 was as follows (dollars in thousands):
+Added: US federal statutory tax rate
+Added: State and local income taxes, net of federal income tax effect (1)
+Added: Foreign tax effects
+Added: Statutory tax rate difference between Switzerland and United States
+Added: Other foreign jurisdictions
+Added: Effect of changes in tax laws or rates enacted in the current period
+Added: Effect of cross-border tax laws
+Added: Changes in valuation allowances
+Added: Nontaxable or nondeductible items
Equity compensation
+Added: Changes in unrecognized tax benefits
+Added: Other adjustments
+Added: Effective tax rate
+Added: (1) State taxes in California and Illinois made up the majority (greater than 50 percent) of the tax effect in this category.
+Added: STAAR SURGICAL COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: Note 10 — Income Taxes (Continued)
+Added: Provision for Income Taxes (Continued)
+Added: A reconciliation of the statutory U.S.
+Added: federal tax rate to the Company’s effective tax rate before the adoption of ASU 2023-09 was as follows (dollars in thousands):
+Added: US federal statutory tax rate
+Added: State and local income taxes, net of federal income tax effect
+Added: Equity compensation
Foreign rate differential
Foreign income inclusion
−Removed: Net operating loss adjustments
−Removed: Valuation allowance
+Added: Changes in valuation allowance
Return to provision adjustment
−Removed: Uncertain tax positions
+Added: Changes in unrecognized tax benefits
Non-deductible expenses
Total income tax expense
−Removed: Effective tax rate
−Removed: STAAR SURGICAL COMPANY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: Note 9 — Income Taxes (Continued)
+Added: The Company has elected to recognize U.S.
+Added: taxes on GILTI as a period expense in the year the tax is incurred.
Deferred Tax Assets and Liabilities
16 unchanged sentences
Total net deferred tax assets
+Added: STAAR SURGICAL COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: Note 10 — Income Taxes (Continued)
+Added: Deferred Tax Assets and Liabilities (Continued)
The ultimate realization of deferred tax assets is dependent upon future generation of income during the periods in which temporary differences representing net future deductible amounts become deductible.
−Removed: Management considers the projected future income and tax planning strategies in making this assessment.
−Removed: In addition, management considers all other available positive and negative evidence in its analysis.
−Removed: This includes existing profits in foreign jurisdiction as well as projected future profits.
−Removed: Under the incremental cash tax savings approach, the total net deferred assets represent the Company’s net cash tax savings and benefit at December 27, 2024.
−Removed: Under the incremental cash tax savings approach, the deferred tax asset valuation allowance activity was as follows (in thousands):
+Added: Management considers projected future income and tax planning strategies in making this assessment.
+Added: In addition, management considers all other available positive and negative evidence in its analysis, including existing profits in foreign jurisdictions as well as projected future foreign profits.
+Added: As of January 2, 2026, the Company determined that it is more likely than not that the deferred tax assets of its foreign subsidiaries will be realized based on projected future taxable income and cumulative income over the most recent three-year period.
+Added: As of January 2, 2026, the Company has incurred cumulative losses in its U.S.
+Added: operation over the most recent three-year period.
+Added: Based on the weight of available positive and negative evidence, management concluded that it is more likely than not that the deferred tax assets related to its U.S.
+Added: operation will not be realized.
+Added: Accordingly, the Company has maintained a full valuation allowance against its U.S.
+Added: deferred tax assets.
+Added: The deferred tax asset valuation allowance activity was as follows (in thousands):
Balance at beginning of period
2 unchanged sentences
Balance at end of period
−Removed: As of December 27, 2024, the Company had U.S.
+Added: As of January 2, 2026, the Company had U.S.
net operating loss (“NOL”) carryforwards consisting of the following (in thousands):
5 unchanged sentences
will begin to expire in 2026
−Removed: Post-2020 State NOL carryforwards that follow the federal NOL
−Removed: STAAR SURGICAL COMPANY AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
−Removed: Note 9 — Income Taxes (Continued)
−Removed: Deferred Tax Assets and Liabilities (Continued)
−Removed: As of December 27, 2024, the Company had U.S.
+Added: A s of January 2, 2026, the Company had U.S.
tax credit carryforwards consisting of the following (in thousands):
11 unchanged sentences
In various jurisdictions, years prior to 2021 remain open solely for the purposes of examination of the Company’s NOL and credit carryforwards.
+Added: STAAR SURGICAL COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: Note 10 — Income Taxes (Continued)
+Added: Income Taxes Paid
+Added: The income taxes paid, net of refunds received, was as follows (in thousands):
+Added: State and local
+Added: Net income taxes paid
+Added: The amount of income taxes paid, net of refunds received, for fiscal years ended 2024 and 2023 were $ 10,945,000 and $ 2,759,000 , respectively.
The Company operates under a tax holiday in Switzerland from 2020 through 2029, which consists of two consecutive five year periods:
9 unchanged sentences
Increases (decreases) - tax positions in current period
+Added: Cash settlement
Balance at end of period
−Removed: Interest of $ 540,000 was recognized for the year ended 2024 related to the 2024 uncertain tax positions.
−Removed: The Company expects a reduction of these uncertain tax positions within the next twelve months.
−Removed: There were no uncertain tax positions in 2023 or 2022.
+Added: Interest expense, included in other current liabilities on the Consolidated Balance Sheet, was $ 0 and $ 540,000 for January 2, 2026 and December 27, 2024 , respectively.
+Added: There were no uncertain tax positions in 2023.
STAAR SURGICAL COMPANY AND SUBSIDIARIES
31 unchanged sentences
Effect of curtailments
−Removed: Accumulated other comprehensive income (loss)
+Added: Accumulated other comprehensive loss
Accumulated benefit obligation at year end
19 unchanged sentences
Prior service credit
+Added: Effect of curtailments
Change in other comprehensive gain (loss)
23 unchanged sentences
The lack of visibility into the specific investments of the plan assets and how they are valued is a significant unobservable input, therefore, the Company considers the plan assets collectively to be Level 3 assets under the fair value hierarchy.
−Removed: The table below sets forth the fair value of Plan assets at December 27, 2024 and December 29, 2023, and the related activity in years ended 2024 and 2023 (in thousands):
+Added: The table below sets forth the fair value of Plan assets at January 2, 2026 and December 27, 2024, and the related activity in years ended 2025 and 2024 (in thousands):
Ending balance at December 29, 2023
4 unchanged sentences
Purchases, sales, and settlement
−Removed: Ending balance at December 27, 2024
+Added: Ending balance at January 2, 2026
During fiscal year 2026, the Company expects to make cash contributions totaling approximately $ 1,387,000 to the Swiss Plan.
34 unchanged sentences
Prior service cost
−Removed: Net gain (loss)
Accumulated other comprehensive income
31 unchanged sentences
The Company has a 401(k) profit sharing plan (“401(k) Plan”) for the benefit of qualified employees in the U.S.
−Removed: During the year ended December 27, 2024 , employees who participate may elect to make salary deferral contributions to the 401(k) Plan up to $ 23,000 of the employees’ eligible payroll subject to annual Internal Revenue Code maximum limitations (with a $ 7,500 annual catch-up contribution permitted for those over 50 years old).
+Added: During the year ended January 2, 2026, employees who participate may elect to make salary deferral contributions to the 401(k) Plan up t o $ 23,500 of the employees’ eligible payroll subject to annual Internal Revenue Code maximum limitations (with a $ 7,500 annual catch-up contribution permitted for those over 50 years old).
The Company’s contribution percentage is 80 % of the employee’s contribution up to the first 6 % of the employee’s compensation.
7 unchanged sentences
The Company maintains an Amended and Restated Omnibus Equity Incentive Plan, as amended (the “Equity Plan”).
−Removed: The Equity Plan allows for awards of stock options, stock appreciation rights, restricted stock, RSUs, and other stock- and cash-based awards, including awards that are subject to service-based and performance-based vesting conditions.
−Removed: As of December 27, 2024, the Company had outstanding grants of stock options, restricted stock awards, RSUs and PSUs.
+Added: The Equity Plan allows for awards of stock options, stock appreciation rights, restricted stock, RSUs, PSUs and other stock- and cash-based awards, including awards that are subject to service-based and performance-based vesting conditions.
+Added: As of January 2, 2026, the Company had outstanding grants of stock options, RSUs and PSUs.
Stock options granted under the Equity Plan are granted at fair market value on the date of grant, become exercisable generally over a three-year period, or as determined by the Board, and expire over periods not exceeding 10 years from the date of grant.
5 unchanged sentences
As a result of such increases, a total of 22,805,000 shares may be issued pursuant to stock-based awards granted under the Equity Plan.
−Removed: As of December 27, 2024, there were 3,438,028 shares available for grants of stock-based awards under the Equity Plan.
+Added: As of January 2, 2026, there were 1,310,727 shares available for grants of stock-based awards under the Equity Plan.
Stock-Based Compensation
1 unchanged sentence
Stock options
−Removed: Restricted stock
Total stock-based compensation expense
3 unchanged sentences
Nonemployee stock options
+Added: Nonemployee RSUs
Total stock-based compensation expense
11 unchanged sentences
Stock-Based Compensation (Continued)
−Removed: As of December 27, 2024, total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Equity Plan were as follows (in thousands):
+Added: As of January 2, 2026, total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Equity Plan were as follows (in thousands):
Stock options
13 unchanged sentences
Stock Options
−Removed: A summary of stock option activity under the Equity Plan for the year ended December 27, 2024 was as follows:
+Added: A summary of stock option activity under the Equity Plan for the year ended January 2, 2026 was as follows:
Weighted-Average Exercise Price
3 unchanged sentences
Forfeited or expired
−Removed: Outstanding at December 27, 2024
−Removed: Exercisable at December 27, 2024
+Added: Outstanding at January 2, 2026
+Added: Exercisable at January 2, 2026
+Added: A summary of unvested stock options activity under the Equity Plan for the year ended January 2, 2026 was as follows:
STAAR SURGICAL COMPANY AND SUBSIDIARIES
2 unchanged sentences
Stock Options (Continued)
−Removed: A summary of unvested stock options activity under the Equity Plan for the year ended December 27, 2024 was as follows:
Weighted-Average Grant-Date Fair Value
1 unchanged sentence
Forfeited or expired
−Removed: Unvested at December 27, 2024
+Added: Unvested at January 2, 2026
The weighted average grant date fair value of stock options granted under the Equity Plan and the total intrinsic value of stock options exercised were as follows:
2 unchanged sentences
Restricted Stock, Restricted Stock Units and Performance Stock Units
−Removed: A summary of restricted stock, RSU and PSU activity under the Equity Plan for the year ended December 27, 2024 was as follows:
+Added: A summary of restricted stock, RSU and PSU activity under the Equity Plan for the year ended January 2, 2026 was as follows:
Restricted Stock
5 unchanged sentences
Outstanding at December 27, 2024
−Removed: Outstanding at December 27, 2024
+Added: Outstanding at January 2, 2026
The weighted average grant date fair value of restricted stock, RSU and PSU awards granted under the Equity Plan and the total fair value of awards vested were as follows:
1 unchanged sentence
Fair value of awards vested (in thousands)
+Added: Share Repurchase Program
+Added: In May 2025, the Company’s Board of Directors authorized a share repurchase program under which the Company may repurchase up to $ 30 million of its outstanding common stock.
+Added: Under the program, the Company may repurchase shares in the open market, through privately negotiated transactions, by entering into structured repurchase agreements with third parties, by making block purchases, and/or pursuant to Rule 10b5-1 trading plans.
+Added: The timing, manner, price, and amount of any repurchases under the program will be determined by the Company in its discretion, subject to market conditions, legal requirements, and other considerations.
+Added: The Company is not obligated to repurchase any specific number of shares, and the program may be modified, suspended, or discontinued at any time, without prior notice.
+Added: During fiscal 2025 the Company purchased 375,630 shares, for an aggregate of $ 6,461,000 , pursuant to its share repurchase program.
+Added: As of January 2, 2026 , $ 23,539,000 remained available for repurchases pursuant to the program.
STAAR SURGICAL COMPANY AND SUBSIDIARIES
3 unchanged sentences
The Company recorded certain Asset Retirement Obligations (“ARO”), in connection with the Company’s obligation to return its Japan facility to its “original condition,” as defined in the lease agreements.
−Removed: The Company has recorded approximately $ 42,000 and $ 103,000 , representing the fair value of the ARO liability obligations in noncurrent liabilities at December 27, 2024 and December 29, 2023, respectively.
+Added: The Company has recorded approximately $ 45,000 and $ 42,000 , representing the fair value of the ARO liability obligations in noncurrent liabilities at January 2, 2026 and December 27, 2024, respectively.
These leases expire in 2027 and 2029.
Open Purchase Orders
−Removed: As of December 27, 2024, there were open purchase orders of $ 12,948,000 .
+Added: As of January 2, 2026, there were open purchase orders of $ 18,069,000 .
Severance Paid
−Removed: For 2023 and 2022, the Company recognized expense of $ 1,392,000 and $ 297,000 for one-time employee benefits paid to certain employees in STAAR Japan who worked primarily in cataract IOL sales.
+Added: For fiscal year 2025, see Notes 1 – Organization and Description of Business and Accounting Policies – Restructuring, Impairment and Related Charges and 8 – Other Current Liabilities to the Consolidated Financial Statements.
+Added: For fiscal year 2023, the Company recognized expense of $ 1,392,000 for one-time employee benefits paid to certain employees in STAAR Japan who worked primarily in cataract IOL sales.
These one-time employee benefits were recognized in general and administrative expense on the Consolidated Statements of Operations.
11 unchanged sentences
however, final assessments, if any, could be significantly different than the amounts recorded in the Consolidated Financial Statements.
−Removed: Employment Agreements
−Removed: The Company’s Chief Executive Officer entered into an employment agreement with the Company, effective January 1, 2023.
−Removed: He and certain officers have as provisions of their agreements certain rights, including continuance of cash compensation and benefits, upon a “change in control,” which may include an acquisition of substantially all the Company’s assets, or termination “without cause or for good reason” as defined in the applicable agreements.
+Added: Executive Agreements
+Added: The Company has entered into agreements with certain of its executives that provide for severance payments and benefits upon termination of employment by the Company without “cause” or by the executive for “good reason” as defined in the applicable agreements.
+Added: Certain executives are also party to agreements that provide for enhanced payments and benefits in connection with a termination of employment upon a “change in control.”
Litigation and Claims
13 unchanged sentences
Purchase of property and equipment included in accounts payable
+Added: See Note 10 – Income Taxes, for cash paid for income taxes.
Note 16 — Basic and Diluted Net Income (Loss) Per Share
2 unchanged sentences
Weighted average common shares outstanding
−Removed: Unvested restricted stock
Weighted average common shares outstanding for basic
4 unchanged sentences
Net income (loss) per share:
−Removed: Because the Company had a net loss for 2024, the number of diluted shares is equal to the number of basic shares.
+Added: Because the Company had a net loss for 2025 and 2024, the number of diluted shares is equal to the number of basic shares.
The following table sets forth (in thousands) the weighted average number of options to purchase shares of common stock, restricted stock, RSUs and PSUs with either exercise prices or unrecognized compensation cost per share greater than the average market price per share of the Company’s common stock, which were not included in the calculation of diluted per share amounts because the effects would be anti-dilutive.
4 unchanged sentences
Note 17 — Disaggregation of Revenues, Geographic Sales and Product Sales
−Removed: In the following tables, revenues are disaggregated by category, sales by geographic market and sales by product line.
−Removed: The following breaks down revenues into the following categories (in thousands):
+Added: 100 % of the Company’s sales are generated from the ophthalmic surgical product segment and the chief operating decision maker makes operating decisions and allocates resources based upon the consolidated operating results, and therefore the Company operates as one operating segment for financial reporting purposes.
+Added: The Company’s principal products are Implantable Collamer Lenses (“ICLs”) used in refractive surgery.
+Added: Historically the Company marketed and sold cataract intraocular lenses (“IOLs”) and related injectors and injector parts.
+Added: The Company phased out sales of such products in fiscal 2023, and no longer intends to sell any such products.
+Added: The composition of the Company’s net sales is primarily related to ICL sales.
+Added: Net sales include sales of delivery systems and normal recurring sales adjustments such as sales return allowances, and for fiscal year 2023, IOL sales.
+Added: In the following tables, sales are disaggregated by category and sales by geographic market data.
+Added: The Company maintains finished goods inventory at different sites in the United States, Switzerland and Japan, and from time to time, consigns or ships finished goods inventory to surgeons, hospitals, and distributors in advance of anticipated demand.
+Added: The Company maintains title and risk of loss on consigned inventory and generally does not recognize revenue for consignment inventory until the Company is notified that the lenses have been implanted.
+Added: The following table disaggregates the Company’s consignment sales (in thousands):
Non-consignment sales
1 unchanged sentence
Total net sales
−Removed: The Company markets and sells its products in more than 75 countries and conducts its manufacturing in the United States.
−Removed: Other than China and Japan, the Company does not conduct business in any country in which its sales in that country exceed 10 % of consolidated net sales.
+Added: In April 2025, in order to mitigate potential financial exposure from tariffs imposed by China, the Company negotiated and implemented consignment agreements with its two distributors in China and delivered consigned inventory to its distributors in advance of the implementation of tariffs and delivered additional consignment inventory throughout fiscal 2025.
+Added: As consigned inventory in China is purchased by the Company’s distributors, revenue associated with such consigned inventory will be recorded as consignment sales.
+Added: China consignment sales for fiscal 2025 were $ 43,534,000 .
+Added: The Company’s product is marketed and sold in more than 85 countries and its product is manufactured in the United States and Switzerland.
Sales are attributed to countries based on location of customers.
+Added: During 2025, the presentation of immaterial amounts related to normal recurring sales adjustments previously presented in foreign other sales are presented in the countries these normal recurring sales adjustments are attributable to.
+Added: Prior period amounts have been conformed to current presentation in the following table.
The composition of the Company’s net sales to unaffiliated customers was as follows (in thousands):
3 unchanged sentences
(2) No other location individually exceeds 10 % of the total net sales.
−Removed: The Company’s principal product, ICLs, are used in refractive surgery.
−Removed: Historically the Company marketed and sold cataract IOLs and related injectors and injector parts.
−Removed: The Company phased out sales of such products in fiscal 2023, and it did not sell any such products in fiscal 2024 and it does not expect such sales in the future.
−Removed: The composition of the Company’s net sales by product line was as follows (in thousands):
−Removed: Other product sales
−Removed: Cataract IOLs
−Removed: Other surgical products (1)
−Removed: Total other product sales
−Removed: Total net sales
−Removed: (1) Other surgical products include delivery systems and normal recurring sales adjustments such as sales return allowances.
The Company sells its products internationally, which subjects the Company to several potential risks, including fluctuating exchange rates (to the extent the Company’s transactions are not in U.S.
9 unchanged sentences
Property, plant and equipment, net
−Removed: Finance lease ROU assets, net
Operating lease ROU assets, net
+Added: Cloud-based software
Property, plant and equipment, net
1 unchanged sentence
Operating lease ROU assets, net
+Added: Cloud-based software
(1) No other location individually exceeds 10 % of each category of long-lived assets.
−Removed: STAAR SURGICAL COMPANY AND SUBSDIARIES
+Added: Note 19 — Subsequent Events
+Added: On January 6, 2026, the Company held a special meeting of stockholders (the “Special Meeting”) to vote on the Merger with Alcon.
+Added: At the Special Meeting, the Company’s stockholders voted against the Merger, and the Merger Agreement was terminated in accordance with its terms effective January 6, 2026.
+Added: None of the Company, Alcon or Merger Sub was required to pay any termination fee as a result of the termination of the Merger Agreement, and the parties are responsible for their respective costs and expenses related to the Merger Agreement and the transactions contemplated thereby.
+Added: Following the termination of the Merger Agreement, on January 14, 2026, the Company entered into a letter agreement (the “Cooperation Agreement”) with Broadwood Partners, L.P.
+Added: and its affiliates (“Broadwood”), the Company’s largest stockholder.
+Added: Pursuant to the Cooperation Agreement, the Company increased the size of the Board of Directors of the Company (the “Board”) from six to seven directors, accepted the resignations of Stephen C.
+Added: Farrell and Elizabeth Yeu, M.D.
+Added: from the Board, and appointed each of Neal C.
+Added: Bradsher, Richard T.
+Added: LeBuhn and Christopher Min Fang Wang (each a “New Director”) to the Board.
+Added: Additionally, the Company agreed that the Board will nominate each of the New Directors as a candidate for election as a director at the 2026 annual meeting of stockholders of the Company and that the size of the Board until the conclusion of the 2027 annual meeting of stockholders of the Company will not exceed seven directors.
+Added: In connection with the Company’s entry into the Cooperation Agreement, Mr.
+Added: Farrell entered into a letter agreement with the Company, dated as of January 14, 2026 (the “Letter Agreement”), that provided for Mr.
+Added: Farrell’s resignation from the Board and the termination of Mr.
+Added: Farrell’s employment as Chief Executive Officer.
+Added: Farrell’s termination of employment was effective as of January 31, 2026, and was treated as a termination by the Company without cause for all purposes.
+Added: Farrell has agreed to provide consulting services to the Company for a period of one year, for which Mr.
+Added: Farrell will receive consulting fees of $ 45,000 per month.
+Added: The Letter Agreement provides that, in accordance with Mr.
+Added: Farrell’s Employment Agreement with the Company, dated as of February 26, 2025 (the “Employment Agreement”), Mr.
+Added: Farrell will be eligible to receive certain Accrued Benefits and Severance Benefits (as each such term is defined in the Employment Agreement), and that Mr.
+Added: Farrell’s unvested RSUs and PSUs will continue to be earned, vest and be settled during the one-year consulting period.
+Added: STAAR SURGICAL COMPANY AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
+Added: Note 19 — Subsequent Events (Continued)
+Added: The Cooperation Agreement also provided for the reimbursement to Broadwood, Yunqi Capital and Defender Capital of certain reasonable and documented out-of-pocket fees and expenses they have incurred of approximately $ 7,000,000 .
+Added: The Company expects to pay such amounts in the first quarter of fiscal 2026.
+Added: On January 15, 2026, Mr.
+Added: Bradsher was elected as Board Chair, to serve in accordance with the Company’s amended and restated bylaws.
+Added: On February 1, 2026, the Company appointed Warren Foust and Deborah Andrews as interim Co-Chief Executive Officers, effective February 1, 2026.
+Added: The Company has established a Search Committee of the Board, which has initiated a global search for the Company’s next Chief Executive Officer, including both internal and external candidates.
+Added: STAAR SURGICAL COMPANY AND SUBSIDIARIES
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
15 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.