STAAR SURGICAL CO

Previous wording

the diversion of significant management time and resources toward the completion of the Merger;

Current wording

the diversion of significant management time and resources toward the completion of the Merger and responding to related stockholder activism, including by the Broadwood Group, which has filed a definitive proxy statement to solicit votes in opposition to the Merger and announced its intent to request a separate special meeting of stockholders to remove several of the Company’s directors;

Previous wording

The obligations of the Company, Alcon and Merger Sub to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of a number of conditions, including the adoption of the Merger Agreement by holders of a majority of the Company’s outstanding shares of common stock. Ownership of our common stock is currently concentrated among a few investors, and our largest investor currently beneficially owns approximately 27% of our outstanding shares of common stock. If our largest investors do not vote their shares in support of the adoption of the Merger Agreement, our ability to satisfy this closing condition would be materially adversely affected.

Current wording

The obligations of the Company, Alcon and Merger Sub to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of a number of conditions, including the adoption of the Merger Agreement by holders of a majority of the Company’s outstanding shares of common stock. Ownership of our common stock is currently concentrated among a few investors, and our largest investor, the Broadwood Group, reported beneficial ownership as of October 24, 2025 of approximately 27.4% of our outstanding shares of common stock. On September 2, 2025, Broadwood filed a Schedule 13D/A and issued a related press release indicating, among other things, that it intends to vote against the adoption of the Merger Agreement. On September 24, 2025, Broadwood and other members of the Broadwood Group filed a definitive proxy statement with the SEC to solicit votes of STAAR stockholders in opposition to the adoption of the Merger Agreement by STAAR stockholders, and thereafter, the Broadwood Group announced its intent to request a separate special meeting of STAAR stockholders to remove several of the Company’s directors. If our largest investors do not vote their shares in support of the adoption of the Merger Agreement, our ability to satisfy this closing condition would be materially adversely affected. Further, the Company may be unable to obtain the votes required to approve the adoption of the Merger Agreement by STAAR stockholders in the absence of any change to the terms of the Merger Agreement. The proxy contest resulting from the Broadwood Group filing will cause STAAR to incur additional solicitation and other costs, and may impair STAAR’s ability to obtain the votes required to approve the adoption of the Merger Agreement by STAAR’s stockholders.

Previous wording

In addition, the Merger is subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as the receipt of regulatory approvals in other jurisdictions, including China and Japan. The relevant governmental entities may impose requirements, limitations or costs or place restrictions on the conduct of our or Alcon’s business following the Merger as a condition to approval or not grant approval at all.

Current wording

In addition, the Merger remains subject to the receipt of certain antitrust approvals, including in China and Japan. While the applicable waiting period expired under the HSR Act, other governmental entities may impose requirements, limitations or costs or place restrictions on the conduct of our or Alcon’s business following the Merger as a condition to approval or not grant approval at all.

Previous wording

For additional information related to the Merger Agreement, please refer to our Current Report on Form 8-K filed with the SEC on August 5, 2025 (the “August 5 Form 8-K”). The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to the August 5 Form 8-K.

Current wording

For additional information related to the Merger Agreement, please refer to our Current Report on Form 8-K filed with the SEC on August 5, 2025, and definitive proxy statement on Schedule 14A filed with the SEC on September 16, 2025, as previously supplemented by a proxy supplement filed with the SEC on October 14, 2025, and as further supplemented by a proxy supplement filed with the SEC on October 30, 2025. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to the Form 8-K filed on August 5, 2025.

Previous wording

Litigation relating to the Merger may be filed against us or our directors or officers. Among other remedies, claimants could seek damages and/or to enjoin the Merger and the other transactions contemplated by the Merger Agreement. An adverse ruling in any such lawsuit may delay or prevent the proposed Merger from being completed. Any such actions may create uncertainty relating to the Merger and may be costly and distracting to our management.

Current wording

Litigation relating to the Merger has been filed, and additional litigation relating to the Merger may be filed against us or our directors or officers. Among other remedies, claimants could seek damages and/or to enjoin the Merger and the other transactions contemplated by the Merger Agreement. An adverse ruling in any such lawsuit may delay or prevent the proposed Merger from being completed. Any such actions may create uncertainty relating to the Merger and may be costly and distracting to our management.

Previous wording

On May 16, 2025, the Company announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $30 million of its outstanding common stock. During the quarter ended June 27, 2025 the Company purchased 260,515 shares for an aggregate of $4.5 million. As of June 27, 2025, approximately $25.5 million remained available for repurchases pursuant to our share repurchase program. Under the share repurchase 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. 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. 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.

Current wording

On May 16, 2025, the Company announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $30 million of its outstanding common stock. During the three months ended September 26, 2025 the Company purchased 115,115 shares for an aggregate of $2.0 million. As of September 26, 2025, approximately $23.5 million remained available for repurchases pursuant to our share repurchase program. Under the share repurchase 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. 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. 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.