STAAR SURGICAL CO
Items (2)
Item 1.01. Entry into a Material Definitive Agreement. On December 9, 2025, STAAR Surgical Company (the “ Company”) entered into Amendment No. 2 (the “ Amendment”) to the Agreement and Plan of Merger, dated August 4, 2025 (as amended, the “ Amended Merger Agreement”), with Alcon Research, LLC (“ Alcon”) and Rascasse Merger Sub, Inc. (“ Merger Sub”). The Amendment, among other things, increases the consideration to be paid to the holders of shares of common stock, par value $0.01 per share, of the Company (“ Company common stock”), if the merger of Merger Sub and the Company contemplated by the Amended Merger Agreement (the “ Merger”), is consummated, to $30.75 per share of Company common stock in cash, without interest, subject to withholding taxes (the “ Merger Consideration”), from $28.00 per share of Company common stock, in cash, without interest, subject to withholding taxes. In addition, the Amendment (i) provides that each restricted stock unit award of the Company that was awarded prior to August 4, 2025 or that is held by a director, and each performance-based restricted stock unit award of the Company (“ Company PSU Award”), will be converted into a restricted stock unit award of Alcon Inc. in respect of a number of ordinary shares, nominal value CHF 0.04 per share, of Alcon Inc. (“ Alcon shares”) calculated based on the value of the Merger Consideration relative to the trading price of Alcon shares prior to the closing of the Merger, with Company PSU Award performance deemed to be earned at 100% of target, and otherwise generally subject to the same terms and conditions (except that director awards will become vested at the closing of the Merger); and (ii) eliminates any 280G gross-upsand related tax indemnification arrangements to be entered into by the Company in connection with the Merger. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 to this report and is incorporated herein by reference. A copy of the Amendment has been included to provide investors with information regarding its terms and is not intended to provide any factual information about the Company, Alcon or Merger Sub.
Item 9.01. Financial Statements and Exhibits. Exhibit Description of Exhibit No. 2.1 Amendment No. 2 to Agreement and Plan of Merger, dated December 9, 2025, between STAAR Surgical Company, Alcon Research, LLC and Rascasse Merger Sub, Inc. ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).