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What changed in OLAPLEX HOLDINGS, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of OLAPLEX HOLDINGS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+233 added−215 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-04)

Top changes in OLAPLEX HOLDINGS, INC.'s 2025 10-K

233 paragraphs added · 215 removed · 189 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe aim to provide development opportunities for our talented workforce through a number of avenues, including on-the-job learning and classroom training, which are further supported by a professional development reimbursement program and an educational assistance plan. 13 Table of Contents Government Regulation Our products are subject to regulation by the Food and Drug Administration (“ FDA”) and the Federal Trade Commission (“FTC”) in the U.S., as well as various other local and foreign regulatory authorities in the countries in which we operate.
Biggest changeWe aim to provide development opportunities for our talented workforce through a number of avenues, including on-the-job learning and classroom training, which are further supported by a professional development reimbursement program and an educational assistance plan.
We are also subject to a number of federal, state and international laws and regulations involving consumer privacy and data protection, data security, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications, product liability, taxation, economic or other trade prohibitions or sanctions and online payment services.
We are also subject to a number of federal, state, local and international laws and regulations involving consumer privacy and data protection, data security, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications, product liability, taxation, economic or other trade prohibitions or sanctions and online payment services.
Recognizing that hair health starts inside the hair, we developed our patent-protected bond-building technology, Bis-amino, which works on the molecular level to repair the hair’s disulfide bonds. Leveraging our Bis-amino technology, our two-part salon and at home bond-building treatments are complete bond builders that can repair all three main chemical bonds deep inside the hair: hydrogen, ionic and disulfide bonds.
Recognizing that hair health starts inside the hair, we utilize our patent-protected bond-building technology, Bis-amino, which works on the molecular level to repair the hair’s disulfide bonds. Leveraging our Bis-amino technology, our two-part salon and at home bond-building treatments are complete bond builders that can repair all three main chemical bonds deep inside the hair: hydrogen, ionic and disulfide bonds.
By the end of 2015, OLAPLEX products were sold globally, demonstrating the resonance of the product and brand proposition around the world. From our original three bond-building products, we expanded to a range of products suitable across hair types for use in the salon and at home.
By the end of 2015, OLAPLEX products were sold globally, demonstrating the relevance of the product and brand proposition around the world. From our original three bond-building products, we expanded to a range of products suitable across hair types for use in the salon and at home.
Additionally, seven of the ten members of our board of directors (the “Board of Directors”) and the majority of our leadership team identify as female. We know through experience that different ideas, perspectives and backgrounds create a stronger and more creative work environment that can deliver better results.
Additionally, seven of the eleven members of our board of directors (the “Board of Directors”) and the majority of our leadership team identify as female. We know through experience that different ideas, perspectives and backgrounds create a stronger and more creative work environment that can deliver better results.
Our innovative products and in-salon treatments are complemented by our broader product portfolio that seeks to provide a holistic healthy hair regimen by furthering its strength and elasticity, shine and sheen, smoothness and anti-frizz, softness and moisturization and shape retention and integrity.
These products and in-salon treatments are complemented by our broader product portfolio that seeks to provide a holistic healthy hair regimen by furthering its strength and elasticity, shine and sheen, smoothness and anti-frizz, softness and moisturization, and shape retention and integrity.
The overarching requirement is that a cosmetic product made available on the E.U. market must be safe for human health when used under normal or reasonably foreseeable conditions of use, taking account of the following: (a) presentation including conformity with Directive 87/357/EEC regarding health and safety of consumers; (b) labelling; (c) instructions for use and disposal; (d) any other indication or information provided by the responsible person; and (e) the maintenance of a product safety report.
Cosmetics Regulation is that a cosmetic product made available on the E.U. market must be safe for human health when used under normal or reasonably foreseeable conditions of use, taking account of the following: (a) presentation including conformity with Directive 87/357/EEC regarding health and safety of consumers; (b) labelling; (c) instructions for use and disposal; (d) any other indication or information provided by the responsible person; and (e) the maintenance of a product safety report.
Any additional patents that grant from pending applications in these patent families would also be expected to expire between 2034 and 2041. 12 Table of Contents We also rely on and use commercially reasonable measures to protect our unpatented proprietary technology, which includes our expertise and product formulations, continuing innovation and other know‐how to develop and maintain our competitive position.
Any additional patents that grant from pending applications in these patent families would also be expected to expire between 2034 and 2041. We also rely on and use commercially reasonable measures to protect our unpatented proprietary technology, which includes our expertise and product formulations, continuing innovation and other know‐how to develop and maintain our competitive position.
In 2024, we sold our products through over 55 retailers in more than 20 countries throughout the world. 11 Table of Contents DTC Channel Leveraging our Digital Capabilities We sell our products directly to consumers through our branded website, Olaplex.com, and third-party e-commerce platforms, including Amazon and pure play beauty and wellness partners.
In 2025, we sold our products through over 65 retailers in more than 20 countries throughout the world. 11 Table of Contents DTC Channel Leveraging our Digital Capabilities We sell our products directly to consumers through our branded website, Olaplex.com, and third-party e-commerce platforms, including Amazon and pure play beauty and wellness partners.
From our origins of creating the bond-building space, our product portfolio has expanded to 23 products that support the hair health needs of our Pro and consumer communities. We seek to develop science-based and technology-forward products that service foundational hair health.
From our origins of creating the bond-building space, our product portfolio has expanded to approximately 30 products that support the hair health needs of our Pro and consumer communities. We seek to develop science-based and technology-forward products that service foundational hair health.
Our branded website is where our customers can receive the full OLAPLEX brand experience and is an important educational tool for Pros and our customers to learn about our products. Supply Chain and Global Distribution Network We believe that we have developed a flexible and resilient third-party supply chain that is capable of supporting long-term growth at scale.
Our branded website provides our customers with the full OLAPLEX brand experience and is an important educational tool for Pros and our customers to learn about our products. Supply Chain and Global Distribution Network We believe that we have developed a flexible and resilient third-party supply chain that is capable of supporting long-term growth at scale.
In our professional channel, our products are sold primarily through beauty supply distributors who then sell those products to professional beauty outlets, such as professional beauty supply stores, salons and licensed Pros, for use in the salon or for Pros to sell to consumers for use at home. In 2024, we sold our products through over 105 professional distributors.
In our professional channel, our products are sold primarily through beauty supply distributors who then sell those products to professional beauty outlets, such as professional beauty supply stores, salons and licensed Pros, for use in the salon or for Pros to sell to consumers for use at home. In 2025, we sold our products through over 110 professional distributors.
According to Circana, in the United States, OLAPLEX's home market, prestige haircare sales were $4.5 billion in 2024, an increase of 9% compared to 2023. In addition, consumers are estimated to spend over $200 billion globally on salon haircare services annually.
According to Circana, in the United States, OLAPLEX's home market, prestige haircare sales were $4.9 billion in 2025, an increase of 8% compared to 2024. In addition, consumers are estimated to spend over $200 billion globally on salon haircare services annually.
These laws and regulations principally relate to the ingredients, proper labeling, advertising, packaging, marketing, manufacture, safety, shipment and disposal of our products. In the U.S., our products are considered “cosmetics” under the Federal Food, Drug, and Cosmetic Act (“FDCA”).
These laws and regulations principally relate to ingredients, proper labeling, advertising, packaging, marketing, manufacture, safety, shipment and disposal of our products, as well as environmental matters. In the U.S., our products are considered “cosmetics” under the Federal Food, Drug, and Cosmetic Act (“FDCA”).
Our three sales channels, professional, specialty retail, and direct-to-consumer (“DTC”), work together to reinforce relationships with current customers and introduce our products to an expanded potential customer base. We seek to build and maintain strong customer relationships globally. Our products are sold in more than 70 countries across the world.
Our three sales channels, professional, specialty retail, and direct-to-consumer (“DTC”), work together to reinforce relationships with current customers and introduce our products to an expanded potential customer base. We seek to build and maintain strong customer relationships globally. Our products were sold in more than 60 countries across the world in 2025.
We have a comprehensive process for inbound inspection of components and finished goods, and we collaborate with our contract manufacturers and third-party logistics providers to confirm that finished products meet our quality standards. Our finished products are manufactured in the U.S. and Europe by five manufacturers.
We have a comprehensive process for inbound inspection of components and finished goods, and we collaborate with our contract manufacturers and third-party logistics providers to confirm that finished products meet our quality standards. Our finished products are manufactured by third-party manufacturers located in the U.S. and Europe. Cosway Company Inc.
Employees and Human Capital Resources Employees As of December 31, 2024, Olaplex employed 231 employees and leveraged contractors to supplement work in key areas. We do not have any employees governed by a union.
Employees and Human Capital Resources Employees As of December 31, 2025, Olaplex employed 278 employees and leveraged contractors to supplement work in key areas. We do not have any employees governed by a union.
We rely on expert consultants, Obelis, for our E.U. and U.K. product registrations and review of our labelling for compliance with regulations in the E.U. and the U.K.
We rely on expert consultants and our responsible person(s) for our E.U. and U.K. product registrations and review of our labelling for compliance with regulations in the E.U. and the U.K.
Environmental Sustainability Our products are formulated without Parabens, Sodium Lauryl Sulfate “SLS”, Sodium Lauryl Ether Sulfate “SLES”, Phthalates and Phosphates and are certified as “cruelty free” by the Leaping Bunny Program.
Environmental Sustainability Our products are formulated without Parabens, Sodium Lauryl Sulfate “SLS”, Sodium Lauryl Ether Sulfate “SLES”, Phthalates, Formaldehyde releasers, Mineral oil and Petrolatum and are certified as “cruelty free” by the Leaping Bunny Program.
Our current Olaplex employees include former Pros whose unique perspectives and insights have helped us better understand our diverse consumer base and what matters to them. As a result of our efforts, we have created a diverse workplace environment where 80% of our U.S.-based employees identified as female and 39% identified as non-white as of December 31, 2024.
Our current Olaplex employees include former Pros whose unique perspectives and insights have helped us better understand our diverse consumer base and what matters to them. We are proud to have a diverse workplace environment where 78% of our U.S.-based employees identified as female and 37% identified as non-white as of December 31, 2025.
According to Euromonitor, in 2023, consumers spent an estimated $91 billion globally on retail haircare products, with consumer retail spend anticipated to grow at a compound annual growth rate of approximately 5% from 2023 to 2028.
According to Euromonitor, in 2024, consumers spent an estimated $93 billion globally on retail haircare products, with consumer retail spend anticipated to grow at a compound annual growth rate of approximately 6% from 2024 to 2029.
Within the broader retail haircare market, OLAPLEX operates in the fastest growing category of prestige haircare, which Euromonitor forecasts will grow at a compound annual growth rate of approximately 6% globally from 2023 to 2028, as consumers “trade up” and increase their haircare spending as they experience the benefits of higher quality products.
Within the broader retail haircare market, OLAPLEX operates in the fastest growing category of premium haircare (which we refer to herein as “prestige haircare”), which Euromonitor forecasts will grow at a compound annual growth rate of approximately 7% globally from 2024 to 2029, as consumers “trade up” and increase their haircare spending as they experience the benefits of higher quality products.
We also have other trademark registrations and pending trademark applications for certain of our product names and tag lines. In addition, as of December 31, 2024, we owned over 170 issued patents worldwide, including 16 U.S. patents, and over 32 pending patent applications worldwide.
We also have other trademark registrations and pending trademark applications for certain of our product names and tag lines. 12 Table of Contents In addition, as of December 31, 2025, we owned over 180 issued patents worldwide, including 20 U.S. patents, and over 35 pending patent applications worldwide.
We utilize third parties with key operational facilities located inside and outside the U.S. to warehouse and distribute our products for sale throughout the world. We believe that our manufacturing and distribution network is sufficient to meet anticipated demand.
(“Cosway”) manufactured products that accounted for 54% of our net sales and 52% of our inventory product purchases in 2025 . We utilize third parties with key operational facilities located inside and outside the U.S. to warehouse and distribute our products for sale throughout the world. We believe that our manufacturing and distribution network is sufficient to meet anticipated demand.
Next, consumers can customize their own wash care routine by selecting specialized wash care products based on their hair health needs. Finally, our differentiated after shower and styling products allow consumers to amplify their results.
Our at-home product regimen starts with our products aimed at creating a foundation of healthy hair. Next, consumers can customize their own wash care routine by selecting specialized wash care products based on their hair health needs. Finally, our differentiated after shower and styling products allow consumers to amplify their results.
Certain of our customers accounted for more than 10% of our net sales. During the year ended December 31, 2024, three of the Company’s customers represented 39% of the Company’s total net sales, in aggregate. During the year ended December 31, 2023, two of the Company’s customers represented 21% of the Company’s total net sales, in aggregate.
During the year ended December 31, 2025, one of our customers represented 18% of our total net sales. During the year ended December 31, 2024, three of our customers represented 39% of our total net sales, in aggregate. During the year ended December 31, 2023, two of our customers represented 21% of our total net sales, in aggregate.
However, fluctuations in net sales in any fiscal quarter may be attributable to a number of other factors, including macroeconomic factors, competitive activity, the level and scope of new product introductions or promotional activities of our customers, which may impact their order placement and receipt of goods. Competition There is significant competition within each market where our products are sold.
However, fluctuations in net sales in any fiscal quarter may be attributable to a number of other factors, including macroeconomic factors, competitive activity, the level and scope of new product introductions or promotional and planning activities undertaken by us or our customers, which may impact the timing of purchases or order placement.
Further, Pros can select customized OLAPLEX wash care routines for their clients, allowing clients to take the products used at the salon home to use in the shower.
Further, Pros can select customized OLAPLEX wash care routines for their clients, allowing clients to take the products used at the salon home to use in the shower. Finally, Pros introduce clients to our styling products, allowing clients to enhance their hair style at home. At Home Our consumers rely on our at-home products to support their hair health routine.
The FDA has issued warning letters to cosmetic companies alleging improper drug claims regarding their cosmetic products, including, for example, product claims regarding hair growth or preventing hair loss.
The FDA has issued warning letters to cosmetic companies alleging improper drug claims regarding their cosmetic products.
Competition in the beauty industry is based on a variety of factors, including innovation, product efficacy, pricing, brand recognition and loyalty, service to the consumer, distribution, promotional activities, advertising, special events, new product introductions, e-commerce initiatives, sustainability and other activities. We compete against a number of global and local companies who operate in the prestige haircare category.
Competition There is significant competition within each market where our products are sold. Competition in the beauty industry is based on a variety of factors, including innovation, product efficacy, pricing, brand recognition and loyalty, service to the consumer, distribution, promotional activities, advertising, special events, new product introductions, e-commerce initiatives, sustainability and other activities.
The majority of net sales are transacted in U.S. Dollars, our functional and reporting currency. Professional Channel Rooted in our Pro Community, the Foundation of OLAPLEX O ur Pro community has been at the center of our brand since inception.
Professional Channel Rooted in our Pro Community, the Foundation of OLAPLEX O ur Pro community has been at the center of our brand since inception.
In the event the FDA identifies any violation of FDA regulation impacting the safety of a product, the FDA may request or a manufacturer may independently decide to conduct a recall or market withdrawal of such product or to make changes to its manufacturing processes, product formulations or labels.
In the event the FDA identifies any violation of FDA regulation impacting the safety of a product, the FDA may request or a manufacturer may independently decide to conduct a recall or market withdrawal of such product or to make changes to its manufacturing processes, product formulations or labels. 14 Table of Contents The FTC also regulates and can bring enforcement action against cosmetic companies for deceptive advertising and lack of adequate scientific substantiation for claims.
Some of our competitors are large multinational companies, many of which market and sell their haircare products under multiple brands. Our competitors include Estee Lauder, Henkel AG & Co. KGaA, Kao Corporation, L’Oreal S.A., Procter & Gamble and Unilever. In addition, small independent companies continue to enter the market with new brands and customized product offerings.
We compete against a number of global and local companies who operate in the prestige haircare category. Some of our competitors are large multinational companies, many of which market and sell their haircare products under multiple brands across different price tiers. Our competitors include Estee Lauder, Henkel AG & Co. KGaA, Kao Corporation, L’Oreal S.A., Procter & Gamble and Unilever.
We continue to evaluate the impact we have on our environment and communities in an effort to further integrate sustainability and social impact into our strategy and business operations. We recently completed a double materiality assessment of various Environmental, Social and Governance factors relevant to us, which will be used to develop our multi-year Environmental, Social and Governance strategy.
We continue to evaluate the impact we have on our environment and communities in an effort to further integrate sustainability and social impact into our strategy and business operations.
Cosmetics Regulation (EC) No 1223/2009, which provides the general regulatory framework for finished cosmetic products placed on the E.U. market.
In the European Union (“E.U.”), the sale of cosmetic products is regulated under, amongst other laws, the E.U. Cosmetics Regulation (EC) No 1223/2009 (the “E.U. Cosmetics Regulation”), which provides the general regulatory framework for finished cosmetic products placed on the E.U. market, and the E.U. REACH Regulation (EC) No 1907/2006 (the “E.U. REACH Regulation”). The overarching requirement of the E.U.
In addition, we partner with an online ratings service to help us assess the environmental impact and sustainable procurement practices of certain of our third-party service providers. Diversity, Equity and Inclusion We believe there is unity in diversity, and our mission is to create a culture that celebrates our bonds by embracing, elevating and empowering individuals from all backgrounds.
We are focused on increasing packaging circularity and the use of sustainably sourced materials in our packaging. Diversity, Equity and Inclusion We believe there is unity in diversity, and our mission is to create a culture that celebrates our bonds by embracing, elevating and empowering individuals from all backgrounds.
We utilize professional employer organizations (“PEOs”), who serve as our employers of record and, depending on the jurisdiction, administer certain of our human resources, payroll and employee benefits functions.
We utilize professional employer organizations (“PEOs”), who serve as our employers of record and, depending on the jurisdiction, administer certain of our human resources, payroll and employee benefits functions. 13 Table of Contents Culture We believe our commitment to our heritage in the prestige haircare category and encouragement of our employees to bring their whole self to work has created a culture that is paramount to our success.
Many of these laws and regulations are still evolving and being tested in courts. We are subject to federal, state, local and international laws and regulations regarding privacy and data protection. Such laws and regulations are evolving and may be subject to significant change.
Many of these laws and regulations are still evolving and being tested in courts, and may be subject to significant change. Available Information Our Internet address is www.Olaplex.com.
During the year ended December 31, 2022, one customer represented 16% of the Company’s total net sales. In 2024, approximately 50% of our net sales were generated in the U.S. and approximately 50% of our net sales were international, based on the shipping address on record for the customer purchasing our products.
In 2025, approximately 48% of our net sales were generated in the U.S. and approximately 52% of our net sales were international, based on the shipping address on record for the customer purchasing our products. The majority of net sales are transacted in U.S. Dollars, our functional and reporting currency.
Certain of our competitors also have ownership interests in third parties that are our customers.
In addition, small independent companies continue to enter the market with new brands and customized product offerings. Certain of our competitors also have ownership interests in third parties that are our customers.
We believe that our product offerings support our interconnected Pro and consumer communities and create demand for our products across our omnichannel distribution network. In the Salon Pros are the heart of our brand. Consumers rely on trusted professional hairstylists to address their hair health needs, from bond repair and beyond.
We intend to focus on developing or acquiring proprietary new technologies, building on existing technology platforms, and exploring adjacent categories in haircare and other categories. 9 Table of Contents In the Salon Pros are the heart of our brand. Consumers rely on trusted professional hairstylists to address their hair health needs, from bond repair and beyond.
Culture We believe our commitment to our heritage in the prestige haircare category and encouragement of our employees to bring their whole self to work has created a culture that is paramount to our success. We are passionate about what we do, how our products impact lives and what our brand means to our community.
We are passionate about what we do, how our products impact lives and what our brand means to our community.
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We strive to continue to break ground in the prestige haircare category with our Pro-first and consumer-centric innovation strategy, and we expect to launch at least two to three products annually over the coming years. We intend to focus on developing or acquiring proprietary new technologies, building on existing technology platforms, and exploring adjacent categories in haircare and other categories.
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We believe that our product offerings support our interconnected Pro and consumer communities and create demand for our products across our omnichannel distribution network. We strive to continue to break ground in the prestige haircare category with our Pro-first and consumer-centric innovation strategy.
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Finally, Pros introduce clients to our styling products, allowing clients to enhance their hair style at home. 9 Table of Contents At Home Our consumers rely on our at-home products to support their hair health routine. Our at-home product regimen starts with our products aimed at creating a foundation of healthy hair.
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We have rebuilt our innovation engine, strengthened our product development process and enhanced our product pipeline, which we believe will allow us to continue to introduce breakthrough science while expanding our product portfolio.
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We are currently in the process of realigning our international distribution network and developing regional specific strategies to service our customers, which we believe will support our long-term growth globally. 10 Table of Contents Our Channels We believe that a key differentiator of OLAPLEX is our synergistic omnichannel strategy.
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Our 2025 product innovations aimed to balance expansion within existing categories where we have strong market share with entry into fast-growing niche segments that we believe are underpenetrated by both OLAPLEX and the beauty industry generally.
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Three of these manufacturers are located in the U.S., one is located in Europe, and one maintains facilities in the U.S. and Europe. Cosway Company Inc. (“Cosway”) manufactures products that accounted for 61% of our net sales and 48% of our inventory product purchases in 2024 .
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Within wash care, where we have strong market share, we launched No. 4FINE and No. 5FINE Bond Maintenance® Shampoo and Conditioner, which use customized formulations designed to optimize hair health for consumers who have fine hair. Additionally, we launched No. 0.5 Scalp Longevity Treatment, which marked our entry into one of the fastest-growing niches in the prestige haircare category.
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The FTC also regulates and can bring enforcement action against cosmetic companies for deceptive advertising and lack of adequate scientific substantiation for claims. The FTC has specialized requirements for certain types of claims. For example, the FTC’s “Green Guides” regulate how “free-of,” “non-toxic” and similar claims must be framed and substantiated.
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We also launched two hair masks, our Rich Hydration Mask and Weightless Nourishing Mask, utilizing our proprietary technology to introduce innovation that extends hydration and strengthens hair through five washes. In August 2025, we acquired Purvala Bioscience, Inc. (“Purvala”), a Boston-based biotechnology company, which seeks to develop transformative bioinspired technologies with applications across the health and beauty industries.
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In addition, the FTC regulates the use of endorsements and testimonials in advertising as well as relationships between advertisers and social media influencers pursuant to the FTC’s Endorsement Guides.
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With our acquisition of Purvala and our strengthened internal innovation engine, we seek to create the next generation of disruptive science-backed product innovation, and we expect to launch at least two to three innovations annually over the coming years.
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The Endorsement Guides provide that an endorsement must reflect the honest opinion of the endorser, based on “bona fide” use of the product, and cannot be used to make a claim about a product that the product’s marketer could not itself legally make.
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In fiscal year 2026, we are introducing a refreshed visual identity for our product packaging that seeks to elevate our packaging design to reflect our brand identity. We plan to implement our refreshed packaging across our product portfolio in a phased manner.
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Additionally, companies marketing a product must disclose any material connection between an endorser and the company that consumers would not expect that would affect how consumers evaluate the endorsement.
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In 2025, we began executing a systematic market-by-market reset of our international distribution network that follows a three-tiered approach: distributor-led priority markets, OLAPLEX direct investment markets, and light-touch distributor markets.
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If an advertisement features endorsements from people who achieved above average results from using a product, the advertiser must have proof that the endorser’s experience can generally be achieved using the product as described; otherwise, an advertiser must clearly communicate the generally expected results of a product and have a reasonable basis for such representations.
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This three-tiered approach prioritizes investments designed to meet the unique characteristics of each market and allows us to focus our investments on the countries that we believe offer the greatest growth potential while providing the tools and direction needed for consistent brand and business execution around the world. 10 Table of Contents Our Channels We believe that a key differentiator of OLAPLEX is our synergistic omnichannel strategy.
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Although the Green Guides and Endorsement Guides do not operate directly with the force of law, they provide guidance about what the FTC generally believes the Federal Trade Commission Act, or FTC Act, requires in the context using of “green” claims and endorsements and testimonials in advertising.
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Government Regulation We and our products are subject to various federal, state and local laws and regulations, including regulation in the United States by the Food and Drug Administration (“ FDA”) and the Federal Trade Commission (“FTC”), as well as regulation outside the United States by the European Commission, among others.
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Any practices inconsistent with the Green Guides and Endorsement Guides can result in violations of the FTC Act’s proscription against unfair and deceptive practices. 14 Table of Contents In the European Union (“E.U.”), the sale of cosmetic products is regulated under the E.U.
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The FTC requires that companies have a reasonable basis to support marketing claims. What constitutes a reasonable basis can vary depending on the strength or type of claim made, or the market in which the claim is made, but objective evidence substantiating the claim is generally required.
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In addition, the application, interpretation and enforcement of these laws and regulations are often uncertain, and they may be interpreted and applied inconsistently by different regulators and inconsistently with our current policies and practices.
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The E.U. REACH Regulation aims to, amongst other things, ensure the safe use of chemicals, including chemicals used in cosmetic products. Chemical substances must be registered at the European Chemicals Agency (“ECHA”), and the ECHA has certain legal powers and duties to review registration dossiers for regulatory compliance. Bis-amino is registered under the E.U. REACH Regulation.
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In the European Union, the General Data Protection Regulation (“GDPR”) imposes a strict data protection compliance regime and provides for significant potential fines or penalties for violations. The GDPR applies to the processing and transfer of personal data. The GDPR has also been incorporated into the laws of the U.K. (“U.K. GDPR”) alongside the Data Protection Act 2018.
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Comprehensive U.S. state privacy laws in a number of U.S. states require many companies that process personal information, including us, to make disclosures to consumers about their data collection, use and sharing practices.
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In some instances, these laws allow individuals to exercise certain rights, such as the right to request access to, or correction or deletion of, their personal information, as well as to opt out of the sale, or sharing for cross-context behavioral advertising purposes, of such information to third parties, or to opt out of the processing of their personal information for targeted advertising or certain automated decision making and profiling activities.
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Certain of these laws also require companies, including us, to obtain prior opt-in consent to the processing of specified sensitive personal information or to provide the opportunity to limit the use or disclosure of such information in certain circumstances. Available Information Our Internet address is www.Olaplex.com.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

122 edited+30 added−9 removed216 unchanged
Biggest changeOur insurance policies may not cover any or all of the financial losses resulting from any such disruptions and the broader damage to our reputation that such disruptions may cause. 24 Table of Contents Our business is subject to federal, state and international laws, regulations and policies that could have an adverse effect on our business, prospects, results of operations, financial condition and cash flows.
Biggest changeOur business is subject to federal, state and international laws, regulations and policies that could have an adverse effect on our business, prospects, results of operations, financial condition and cash flows. 25 Table of Contents Our business is subject to numerous laws, regulations and policies in the jurisdictions in which we operate.
Natural disasters, such as earthquakes, wildfires, floods, droughts, hurricanes, tornadoes, floods and other adverse weather and climate conditions; unforeseen public health crises, such as epidemics and pandemics; political crises, such as terrorist attacks, war and other political instability, including the current conflicts between Russia and Ukraine and in the Middle East; or other catastrophic events and any supply chain disruptions resulting therefrom, whether occurring in the U.S. or internationally, could disrupt our operations or the operations of one or more of our third-party providers or vendors.
Natural disasters, such as earthquakes, wildfires, floods, droughts, hurricanes, tornadoes and other adverse weather and climate conditions; unforeseen public health crises, such as epidemics and pandemics; political crises, such as terrorist attacks, war and other political instability, including the current conflicts between Russia and Ukraine and in the Middle East; or other catastrophic events and any supply chain disruptions resulting therefrom, whether occurring in the U.S. or internationally, could disrupt our operations or the operations of one or more of our third-party providers or vendors.
Our significant indebtedness, when combined with our other financial obligations and contractual commitments, could have important consequences, including: • requiring us to dedicate a significant portion of our cash flows from operations to payments on our indebtedness, thereby reducing funds available for working capital, capital expenditures, acquisitions, selling and marketing efforts, product development and other purposes; • increasing our vulnerability to adverse economic and industry conditions, which could place us at a competitive disadvantage compared to our competitors that have relatively less indebtedness; • limiting our flexibility in planning for, or reacting to, changes in our business and industry; • increasing our exposure to rising interest rates because certain of our borrowings are at variable interest rates; 26 Table of Contents • restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; and • limiting our ability to borrow additional funds, or to dispose of assets to raise funds, if needed, for working capital, capital expenditures, acquisitions, product development and other purposes.
Our significant indebtedness, when combined with our other financial obligations and contractual commitments, could have important consequences, including: 27 Table of Contents • requiring us to dedicate a significant portion of our cash flows from operations to payments on our indebtedness, thereby reducing funds available for working capital, capital expenditures, acquisitions, selling and marketing efforts, product development and other purposes; • increasing our vulnerability to adverse economic and industry conditions, which could place us at a competitive disadvantage compared to our competitors that have relatively less indebtedness; • limiting our flexibility in planning for, or reacting to, changes in our business and industry; • increasing our exposure to rising interest rates because certain of our borrowings are at variable interest rates; • restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; and • limiting our ability to borrow additional funds, or to dispose of assets to raise funds, if needed, for working capital, capital expenditures, acquisitions, product development and other purposes.
The failure of our information technology systems or those of our vendors and service providers to operate properly or effectively, problems with transitioning to upgraded or replacement systems, or difficulty in integrating new systems would adversely affect our business operations. Our success is also subject to the risk of future disruptive technologies, such as AI.
The failure of our information technology systems or those of our vendors and service providers to operate properly or effectively, problems with transitioning to upgraded or replacement systems, or difficulty in integrating new systems or implementing such systems effectively would adversely affect our business operations. Our success is also subject to the risk of future disruptive technologies, such as AI.
The other primary raw materials used in our products include essential oils and specialty ingredients, including our proprietary Bond Shaping Technology™. In the past, we have been able to obtain an adequate supply of our essential raw materials, and we currently believe we have an adequate supply for virtually all components of our products, including Bis-amino.
The other primary raw materials used in our products include essential oils, specialty ingredients, including our proprietary Bond Shaping Technology™, and packaging components. In the past, we have been able to obtain an adequate supply of our essential raw materials, and we currently believe we have an adequate supply for virtually all components of our products, including Bis-amino.
Negative commentary or false statements disseminated by others about our brand, the safety and efficacy of our products, our brand ambassadors, influencers, and other third parties who are affiliated with us have been, and may in the future be, posted on social media platforms.
Negative commentary or false statements disseminated by others about our brand, the safety, quality or efficacy of our products, our brand ambassadors, influencers, and other third parties who are affiliated with us have been, and may in the future be, posted on social media platforms.
We increasingly rely on information technology systems to process, transmit and store electronic information, including on our e-commerce website and other platforms and applications. Our ability to effectively manage our business and coordinate the manufacturing, sourcing, distribution, sale and marketing of our products depends on the reliability and capacity of these systems.
We rely on information technology systems to process, transmit and store electronic information, including on our e-commerce website and other platforms and applications. Our ability to effectively manage our business and coordinate the manufacturing, sourcing, distribution, sale and marketing of our products depends on the reliability and capacity of these systems.
From time to time, consumers may prioritize spending in other categories of prestige beauty products in which we do not participate, such as skincare or color cosmetics, which may negatively impact growth in the prestige haircare category and decrease demand for our products.
In addition, from time to time, consumers may prioritize spending in other categories of prestige beauty products in which we do not participate, such as skincare or color cosmetics, which may negatively impact growth in the prestige haircare category and decrease demand for our products.
Further, our e-commerce websites serve as an extension of our marketing strategies by introducing potential new consumers to our brand, product offerings and enhanced content. Due to the importance of our e‐commerce operations, we are vulnerable to website downtime and other technical failures.
Further, our e-commerce websites serve as an extension of our marketing strategies by introducing potential new consumers to our brand, product offerings and enhanced content. Due to the importance of our and our retailers’ e‐commerce operations, we are vulnerable to website downtime and other technical failures.
Our Certificate of Incorporation provides that (A), subject to limited exceptions, the Court of Chancery of the State of Delaware (or, if, and only if, the Court of Chancery of the State of Delaware dismisses a covered claim for lack of subject matter jurisdiction, any other state or federal court in the State of Delaware that does have subject matter jurisdiction) will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for the following types of claims: (i) any derivative claim brought in the right of the Company, (ii) any claim asserting a breach of a fiduciary duty to the Company or the Company’s stockholders owed by any current or former director, officer or other employee or stockholder of the Company, (iii) any claim against the Company arising pursuant to any provision of the Delaware General Corporation Law, our Certificate of Incorporation or Bylaws, (iv) any claim to interpret, apply, enforce or determine the validity of our Certificate of Incorporation or our Bylaws, (v) any claim against the Company governed by the internal affairs doctrine, and (vi) any other claim, not subject to exclusive federal jurisdiction and not asserting a cause of action arising under the Securities Act, brought in any action asserting one or more of the claims specified in clauses (A)(i) through (v) herein above; and (B) the federal district courts of the U.S. will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
Our Certificate of Incorporation provides that (A), subject to limited exceptions, the Court of Chancery of the State of Delaware (or, if, and only if, the Court of Chancery of the State of Delaware dismisses a covered claim for lack of subject matter jurisdiction, any other state or federal court in the State of Delaware that does have subject matter jurisdiction) will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for the following types of claims: (i) any derivative claim brought in the right of the Company, (ii) any claim asserting a breach of a fiduciary duty to the Company or the Company’s stockholders owed by any current or former director, officer or other employee or stockholder of the Company, (iii) any claim against the Company arising pursuant to any provision of the Delaware General Corporation Law, our Certificate of Incorporation or Bylaws, (iv) any claim to interpret, apply, enforce or determine the validity of our Certificate of Incorporation or our Bylaws, (v) any claim against the Company governed by the internal affairs doctrine, and (vi) any other claim, not subject to exclusive federal jurisdiction and not asserting a cause of action arising under the Securities Act, brought in any action asserting one or 31 Table of Contents more of the claims specified in clauses (A)(i) through (v) herein above; and (B) the federal district courts of the U.S. will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
Even once issued, the scope, validity, enforceability and commercial value of patent rights are uncertain, and our patents may not be of sufficient scope or strength to provide meaningful protection or commercial advantage and may not preclude competitors from developing products similar to ours.
Even once issued, the scope, validity, enforceability and commercial value of patent rights are uncertain, and our patents may not be of sufficient scope or strength to provide meaningful protection or commercial advantage and may not preclude competitors from developing products similar to ours or challenging the scope of our issued patents.
In addition, we need to continue to attract, develop and retain qualified executives and employees to successfully implement our transformation plan. We have experienced executive and employee turnover as we have worked to implement the initiatives we believe are required to achieve our strategic objectives.
In addition, we need to continue to attract, develop and retain qualified executives and employees to successfully implement our transformation plan. We have experienced employee turnover as we have worked to implement the initiatives we believe are required to achieve our strategic objectives.
Our global operations are subject to many risks and uncertainties, including: • fluctuations in foreign currency exchange rates and the relative costs of operating in international jurisdictions; • local civil unrest, political instability or changes in diplomatic or trade relationships, such as geopolitical tensions between the U.S. and the People’s Republic of China; • foreign or U.S. laws, regulations and policies, including restrictions on trade, immigration and travel, operations, and investments; disputes with third parties arising from such laws, regulations or policies; currency exchange controls; restrictions on imports and exports, including license requirements; tariffs; sanctions; environmental and sustainability regulations; and taxes; • inflation and other macroeconomic factors in certain of our international markets; • lack of well-established or reliable legal and administrative systems in certain of our international markets; and • social, economic and geopolitical conditions, such as a pandemic, terrorist attack, war or other hostilities and armed conflicts, including the current conflicts between Russia and Ukraine and in the Middle East.
Our global operations are subject to many risks and uncertainties, including: • fluctuations in foreign currency exchange rates and the relative costs of operating in international jurisdictions; • local civil unrest, political instability or changes in diplomatic or trade relationships, such as geopolitical tensions between the U.S. and the People’s Republic of China; • foreign or U.S. laws, regulations and policies, including restrictions on trade, immigration and travel, operations, and investments; disputes with third parties arising from such laws, regulations or policies; currency exchange controls; restrictions on imports and exports, including license requirements; tariffs; sanctions; environmental and sustainability regulations; and taxes; • inflation and other macroeconomic factors in certain of our international markets; • lack of well-established or reliable legal and administrative systems in certain of our international markets; and • social, economic and geopolitical conditions, such as a health crisis, terrorist attack, war or other hostilities and armed conflicts, including the current conflicts between Russia and Ukraine and in the Middle East.
We may also experience a decrease in sales of certain existing products as a result of newly launched products, the impact of which could be exacerbated by shelf space limitations or any shelf space loss.
We may also experience a decrease in sales of existing products as a result of newly launched products, the impact of which could be exacerbated by shelf space limitations or any shelf space loss.
If we or our contract manufacturers fail to comply with these standards, it could lead to customer complaints, adverse events, product withdrawal or recall or increase the likelihood that our products are adulterated or misbranded, any of which could result in negative publicity, remediation costs or regulatory enforcement that could impact our ability to continue selling certain products.
If we or our contract manufacturers fail to comply with these standards, it could lead to customer complaints, adverse events, product withdrawal or recall or increase the likelihood that our products are adulterated or misbranded, any of which could result in negative publicity, legal proceedings, remediation costs or regulatory enforcement that could impact our ability to continue selling certain products.
These laws and regulations can have several impacts on our business, including: • delaying or prohibiting the sale of a product or ingredient in one or more markets; • limiting our ability to import products into a market; • incurring delays and expenses associated with compliance, such as record keeping, documentation of the properties of certain products, labeling, packaging, and scientific substantiation; • limiting labeling and marketing claims we can make regarding our products; and • limiting the substances that can be included in our products, resulting in product reformulations or the recall and discontinuation of certain products that cannot be reformulated to comply with new regulations.
These laws and regulations can have several impacts on our business, including: • delaying or prohibiting the sale of a product or ingredient in one or more markets; • limiting our ability to import products into a market; • incurring delays and expenses associated with compliance, such as record keeping, documentation of the properties of certain products, labeling, packaging, and scientific substantiation; • limiting labeling and marketing claims we can make regarding our products; • requiring us to revise product packaging or labeling; and • limiting the substances that can be included in our products, resulting in product reformulations or the recall and discontinuation of certain products that cannot be reformulated to comply with new regulations.
Impairment charges reduce net income and can have an adverse effect on our business, results of operations or financial condition. For additional information regarding goodwill and other intangible assets, see Note 2, “Summary of Significant Accounting Policies—Goodwill and Intangible Assets” and Note 7, “Goodwill and Intangible Assets,” to the Consolidated Financial Statements included herein.
Impairment charges reduce net income and can have an adverse effect on our business, results of operations or financial condition. For additional information regarding goodwill and other intangible assets, see Note 2, “Summary of Significant Accounting Policies—Goodwill” and Note 7, “Goodwill and Intangible Assets,” to the Consolidated Financial Statements included herein.
We also could, under certain circumstances, be held liable for a failure by a PEO to appropriately pay our employees. In such a case, our potential liability could be significant and adversely affect our business. Furthermore, if any of our PEOs does not efficiently administer our employee benefits, our relationship with our employees could be damaged.
We also could, under certain circumstances, be held liable for a failure by a PEO to appropriately pay our employees. In such a case, our potential liability could be significant and adversely affect our business. Furthermore, if any of our PEOs does not efficiently administer our employee benefits, our relationship with our employees could be damaged. ITEM 1B.
In addition, certain of our competitors have ownership interests in third parties that are customers of ours, and, as a result, such customers may have an interest in promoting theses competing brands over our products. Our inability to continue to compete effectively would have an adverse effect on our business, financial condition and results of operations.
In addition, certain of our competitors have ownership interests in third parties that are customers of ours, and, as a result, such customers may have an interest in promoting these competing brands over our products. Our inability to continue to compete effectively would have an adverse effect on our business, financial condition and results of operations.
If we suffer a material loss or disclosure of personal or other confidential information as a result of a breach of our information technology systems or those of our third-party service providers, we may suffer reputational, competitive or business harm, be subject to loss of our intellectual property, incur significant costs and be subject to government investigations, breach 22 Table of Contents notification laws, litigation, fines or damages, which could have an adverse effect on our business, prospects, results of operations, financial condition and cash flows.
If we suffer a material loss or disclosure of personal or other confidential information as a result of a breach of our information technology systems or those of our third-party service providers, we may suffer reputational, competitive or business harm, be subject to loss of our intellectual property, incur significant costs and be subject to government investigations, breach notification laws, litigation, fines or damages, which could have an adverse effect on our business, prospects, results of operations, financial condition and cash flows.
Our ability to receive inbound inventory efficiently and ship products to customers may be negatively affected by factors beyond our and these providers’ control, including pandemic, weather, fire, flood, power loss, earthquakes, acts of war or terrorism or other events specifically impacting our service providers, such as labor disputes, cyberattacks, financial difficulties and system failures.
Our ability to receive inbound inventory efficiently and ship products to customers may be negatively affected by factors beyond our and these providers’ control, including health crises, weather, fire, flood, power loss, earthquakes, acts of war or terrorism or other events specifically impacting our service providers, such as labor disputes, cyberattacks, financial difficulties and system failures.
Our transformation plan has resulted in and is expected to continue to result in changes to business priorities and operations, marketing and brand strategies, capital allocation priorities, and operational and organizational structure, as well as increased demands on management.
Our transformation plan has resulted in and is expected to continue to result in changes to business priorities and operations, marketing and brand strategies, capital allocation priorities, and operational and organizational infrastructure, as well as increased demands on management.
Our continued success depends on our ability to anticipate, gauge and react in a timely, effective manner to changes in consumer preferences for prestige haircare and other beauty products and attitudes toward our industry and brand.
Our continued success depends on our ability to anticipate, gauge and react in a timely, effective manner to market trends, changes in consumer preferences for prestige haircare and other beauty products, and attitudes toward our industry and brand.
We, by the terms of our Certificate of Incorporation, expressly renounce any interest or expectancy in any such corporate opportunity to the extent permitted under applicable law, even if the opportunity is one that we or our subsidiaries might reasonably have pursued or had the ability or desire to pursue if granted the opportunity to do so.
We, by the terms of our Certificate of Incorporation, expressly renounce any interest or expectancy in any such corporate opportunity to the extent permitted under applicable law, even if the opportunity is one that we or our subsidiaries might 29 Table of Contents reasonably have pursued or had the ability or desire to pursue if granted the opportunity to do so.
The beauty industry is highly competitive, and if we are unable to compete effectively, our business, financial condition and results of operations could be adversely affected. We face vigorous competition in the beauty industry from companies throughout the world, including multinational consumer product companies and new independent beauty brands.
The beauty industry is highly competitive, and if we are unable to compete effectively, our business, financial condition and results of operations could be adversely affected. 16 Table of Contents We face vigorous competition in the beauty industry from companies throughout the world, including multinational consumer product companies and new independent beauty brands.
In addition, the purchase price for some acquisitions or joint venture interests may include additional amounts to be paid in the future, a portion of which may be contingent on the achievement of certain future operating results of the acquired business or joint venture. 32 Table of Contents We are dependent on entities performing outsourced functions.
In addition, the purchase price for some acquisitions or joint venture interests may include additional amounts to be paid in the future, a portion of which may be contingent on the achievement of certain future operating results of the acquired business or joint venture. We are dependent on entities performing outsourced functions.
Disruptions in local or global business conditions from events such as pandemics or other health issues, geo-political or local conflicts, supply chain disruptions, political developments, civil unrest, terrorist attacks, adverse weather conditions, climate changes or seismic events can have a short-term and, sometimes, long-term impact on consumer spending, which in turn could adversely affect our business, financial condition and results of operations.
Disruptions in local or global business conditions from events such as health crises, geo-political or local conflicts, supply chain disruptions, political developments, civil unrest, terrorist attacks, adverse weather conditions, climate changes or seismic events can have a short-term and, sometimes, long-term impact on consumer spending, which in turn could adversely affect our business, financial condition and results of operations.
The harm to our brand and reputation resulting from the dissemination of negative commentary and false statements may be immediate and has had, and may in the future have, an adverse effect on our ability to attract and engage customers and consumers and on our business, financial condition and results of operations.
The harm to our brand and reputation resulting from the dissemination of negative 17 Table of Contents commentary and false statements may be immediate and has had, and may in the future have, an adverse effect on our ability to attract and engage customers and consumers and on our business, financial condition and results of operations.
If we are unable to preserve our brand reputation, enhance our brand recognition or increase positive awareness of our products, we may not attract or engage customers and consumers or be able to expand our business, which would negatively impact our business, financial condition and results of operations.
If we are unable to preserve our brand reputation, enhance our brand recognition or increase positive awareness of our products, we may not attract or engage customers and consumers or be able to expand our business or our sales could decline, which would negatively impact our business, financial condition and results of operations.
If any of the following risks actually occurs, our business, prospects, operating results and financial condition could suffer materially, and the trading price of our common stock could decline. Some of the following risks and 15 Table of Contents uncertainties are, and will be, exacerbated by any worsening of the global business and economic environment.
If any of the following risks actually occurs, our business, prospects, operating results and financial condition could suffer materially, and the trading price of our common stock could decline. Some of the following risks and uncertainties are, and will be, exacerbated by any worsening of the global business and economic environment.
Our success depends, in part, on our ability to retain our key talent, including our senior management team. Transitions in our senior management or the unexpected loss of one or more of our key employees could adversely affect our business. Our success also depends, in part, on our continuing ability to identify, hire, train and retain other highly qualified personnel.
Transitions in our senior management or the unexpected loss of one or more of our key employees could adversely affect our business. Our success also depends, in part, on our continuing ability to identify, hire, train and retain other highly qualified personnel.
In particular, these types of events could impact our supply chain, including the ability of third parties to manufacture and ship product components and ship finished products to customers and consumers from or to the impacted region. In addition, these types of events could negatively impact consumer spending in the impacted regions.
In particular, these types of events could impact our supply chain, including the ability of third parties to 34 Table of Contents manufacture and ship product components and ship finished products to customers and consumers from or to the impacted region. In addition, these types of events could negatively impact consumer spending in the impacted regions.
A breach of such covenants could result in an event of default after the lapse of any applicable cure or notice periods, and such an event of default may allow our creditors to accelerate the related debt unless we obtain a waiver for such default.
A breach of such covenants could result in an event of default after the lapse of any applicable cure or notice periods, and such an event of default may allow our creditors to accelerate the related debt unless we obtain a waiver for 28 Table of Contents such default.
We do not expect to declare or pay dividends on our common stock for the foreseeable future; 27 Table of Contents however, if we determine in the future to pay dividends on our common stock, the agreements governing our outstanding indebtedness significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us.
We do not expect to declare or pay dividends on our common stock for the foreseeable future; however, if we determine in the future to pay dividends on our common stock, the agreements governing our outstanding indebtedness significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us.
As a result, stockholders may lose their ability to sell their 29 Table of Contents stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of the company may be unsuccessful.
As a result, stockholders may lose their ability to sell their stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of the company may be unsuccessful.
In addition, our quarterly results of operations have varied historically, and they may vary in the future. Therefore, period-to-period comparisons of our results of operations may not be meaningful. Investors should not rely on the results of one quarter as an indication of future performance.
In addition, our quarterly results of operations have 32 Table of Contents varied historically, and they may vary in the future. Therefore, period-to-period comparisons of our results of operations may not be meaningful. Investors should not rely on the results of one quarter as an indication of future performance.
Updates to our blended state tax rate, allocation of U.S. versus foreign sourced income and changes in tax rules on the amortization and depreciation of assets may significantly impact our payment obligations under the Tax Receivable Agreement and any changes to our established tax liability resulting from such impact would be recorded to other (expense) income in the period we made the determination .
Updates to our blended state tax rate, allocation of U.S. versus foreign sourced income and changes in U.S tax rules may significantly impact our payment obligations under the Tax Receivable Agreement and any changes to our established tax liability resulting from such impact would be recorded to other (expense) income in the period we made the determination .
General Risks 30 Table of Contents A general economic downturn or disruption in business conditions may affect our business, including consumer purchases of discretionary items and the financial strength of our customers and consumers, which could adversely affect our financial condition and results of operations.
General Risks A general economic downturn or disruption in business conditions may affect our business, including consumer purchases of discretionary items and the financial strength of our customers and consumers, which could adversely affect our financial condition and results of operations.
In addition, regardless of the level of insurance coverage, any disruption that impedes our ability to manufacture our products in a timely manner could adversely affect our business, financial condition and results of operations. We rely on third-party global service providers to deliver our products to customers, including directly to consumers.
Regardless of the level of insurance coverage, any disruption that impedes our ability to timely manufacture our products could adversely affect our business, financial condition and results of operations. We rely on third-party global service providers to deliver our products to customers, including directly to consumers.
The occurrence of any such factors or events could have an adverse effect on our business, financial condition and results of operations. Our business interruption insurance may not cover losses in any particular case, and insurance may not be available on commercially reasonable terms to cover certain of these catastrophic events or interruptions.
The occurrence of any such factors or events could have an adverse effect on our business, financial condition and results of operations. Our business interruption insurance may not cover our losses, and insurance may not be available on commercially reasonable terms to cover certain of these events or interruptions.
Claimants may allege that our products fail to meet quality or manufacturing specifications and standards, violate applicable laws or regulations, contain contaminants or other harmful ingredients, include inadequate instructions as to their proper use, include inadequate warnings concerning side effects and interactions with other substances or for persons with health conditions or allergies, or cause adverse reactions or side effects, or that our product claims, instructions or marketing are false and misleading.
Claimants in the past have alleged, and in the future may allege, that our products fail to meet quality or manufacturing specifications and standards, violate applicable laws or regulations, contain contaminants or other harmful ingredients, include inadequate instructions as to their proper use, include inadequate warnings concerning side effects and interactions with other substances or for persons with health conditions or allergies, or cause adverse reactions or side effects, or that our product claims, instructions or marketing are false and misleading.
Our failure to develop enhancements to our information technology systems, or incorporate technologies such as natural language processing, AI or machine learning, may impact our ability to increase the efficiency of and reduce costs associated with our operations.
Our failure to develop enhancements to our information technology systems, or effectively incorporate technologies such as natural language processing, AI or machine 22 Table of Contents learning, may impact our ability to increase the efficiency of and reduce costs associated with our operations.
Our insurance policies, or the insurance policies of our service providers and vendors, may not cover any or all of the financial losses or broader damage to our reputation resulting from any such disruptions and the broader damage to our reputation that such disruptions may cause.
Our insurance policies may not cover any or all of the financial losses resulting from any such disruptions and the broader damage to our reputation that such disruptions may cause.
Many multinational consumer product companies market and sell their products under multiple brands and have greater financial, technical or marketing resources, longer operating histories, greater brand recognition or larger customer bases than we do.
Many multinational consumer product companies market and sell their products under multiple brands across different price tiers and have greater financial, technical or marketing resources, longer operating histories, greater brand recognition or larger customer bases than we do.
We also may be required to reformulate or substitute ingredients in our products, including due to shortages of specific raw materials in order to meet demand, and these reformulated products may be more expensive to procure or less effective than current formulations and could harm our brand and reputation.
We also may be required to reformulate or substitute ingredients in our products, including due to shortages of specific raw materials in order to meet demand or to comply with regulations in certain jurisdictions, and these reformulated products may be more expensive to procure or less effective than current formulations and could harm our brand and reputation.
These risks could have an adverse effect on our business, including our ability to capitalize on growth in new international markets and to maintain the current level of operations in our existing international markets. In most of these international markets, we face established competitors with more operating experience in those jurisdictions. Our success depends, in part, on our key talent.
These risks could have an adverse effect on our business, including our ability to capitalize on growth in new international markets and to maintain the current level of operations in our existing international markets. In most of these international markets, we face established competitors with more operating experience in those jurisdictions.
If we experience a partial or complete loss of a key manufacturer, or a significant adverse change in our relationship with any of these manufacturers, we may be unable to supplement or replace our manufacturing capacity on a timely basis or on terms that are acceptable to us, which could result in delays for certain products, lost sales and added costs that could harm our business and customer relationships.
If we experience a partial or complete loss of a key manufacturer, quality or production concerns at any of our manufacturers, or a significant adverse change in our relationship with any of these manufacturers, we may be unable to resolve any such quality or production concerns in a timely manner or supplement or replace our manufacturing capacity on a timely basis or on terms that are acceptable to us, which could result in delays for certain products, lost sales and added costs that could harm our business and customer relationships.
An inability to meet customer demand could result in reputational harm and damaged customer relationships and have an adverse effect on our business, prospects, results of operations, financial condition and cash flows.
An inability to meet customer demand could result in reputational harm and damaged customer relationships and have an adverse effect on our business, prospects, results of operations, financial condition and cash flows. Our business is affected by seasonality.
Any loss of confidence on the part of our customers or consumers in the quality, efficacy or safety of our products or the ingredients used in our products, whether actual or perceived, or inclusion of ingredients that are regulated in certain jurisdictions, could harm our brand image and reputation and could cause consumers to choose other products.
Any customer or consumer loss of confidence in the quality, efficacy or safety of our products or the ingredients used in our products, whether actual or perceived, or inclusion of ingredients that are regulated in certain jurisdictions, could harm our brand image and reputation and could cause consumers to choose other products.
In addition, certain of our products are manufactured in Europe, and we have key third party operational facilities located outside the U.S. that warehouse and/or distribute goods for sale throughout the world.
In addition, certain of our products are manufactured in Europe, and we have key third party operational facilities in Europe that warehouse and/or distribute goods for sale throughout the world.
Our ability to compete depends on a number of factors, including the continued strength of our brand and quality of our products, our ability to attract and retain key talent, the success of our marketing and innovation strategies, our ability to execute our 16 Table of Contents strategic plan, the successful management of new product introductions and innovations, the efficiency of our third-party manufacturing facilities and distribution network, the effectiveness of our omnichannel distribution model, our relationships with our key customers and Pros, our ability to maintain and protect our intellectual property and other rights used in our business, and our ability to leverage new or advancing technologies such as AI.
Our ability to compete depends on a number of factors, including the continued strength of our brand and quality of our products, our ability to attract and retain key talent, the success of our marketing and innovation strategies, our ability to execute our strategic plan, the successful management of new product introductions and innovations, our ability to competitively price and promote our products while maintaining our prestige positioning, the efficiency of our third-party manufacturing facilities and distribution network, the effectiveness of our omnichannel distribution model, our relationships with our key customers and Pros, our ability to maintain and protect our intellectual property and other rights used in our business, and our ability to leverage new or advancing technologies such as AI.
(the “Advent Funds”) beneficially own a significant percentage of our common stock and have significant influence over us. As of December 31, 2024, entities affiliated with the Advent Funds beneficially owned 75.2% of our outstanding common stock. In addition, three members of our Board of Directors are employed by affiliates of the Advent Funds.
(the “Advent Funds”) beneficially own a significant percentage of our common stock and have significant influence over us. As of December 31, 2025, entities affiliated with the Advent Funds beneficially owned 74.7% of our outstanding common stock. In addition, three members of our Board of Directors are employed by affiliates of the Advent Funds.
Any such sales or anticipation thereof, including the filing of a registration statement relating to such shares, could cause the market price of our common stock to decline. In addition, as of December 31, 2024, we had options to purchase an aggregate of 11.8 million shares of common stock outstanding.
Any such sales or anticipation thereof, including the filing of a registration statement relating to such shares, could cause the market price of our common stock to decline. In addition, as of December 31, 2025, we had options to purchase an aggregate of 9.7 million shares of common stock outstanding.
The failure to realize anticipated benefits of our business transformation plan or any delay in realizing such benefits, which may be due to our inability to execute plans, delays in the implementation of our plans, global or local economic conditions, competition, changes in the beauty industry and the other risks described herein, could have an adverse effect on our business, financial condition and results of operations.
The failure to realize anticipated benefits of our business transformation plan or any delay in realizing such benefits, which may be due to our inability to execute plans, delays in the implementation of our plans, the failure to achieve efficiency and scalability in our processes or infrastructure, global or local economic conditions, regulatory changes, competition, changes in the beauty industry or in consumer preferences, or the other risks described herein, could have an adverse effect on our business, financial condition and results of operations.
Evolving state, federal and foreign laws, regulations and industry standards regarding privacy and security apply to our collection, use, retention, protection, disclosure, transfer and other processing of certain types of data, including with respect to our customers, employees, suppliers and others. For example, the E.U.’s GDPR, as well as the U.K. GDPR and the U.K.
Evolving state, federal and foreign laws, regulations and industry standards regarding privacy and security apply to our collection, use, retention, protection, disclosure, transfer and other processing of certain types of data, including with respect to our 23 Table of Contents customers, employees, suppliers and others. For example, the E.U.’s General Data Protection Regulation (“ GDPR”), as well as the U.K.
These factors include industrial accidents, strikes and other labor disputes, natural disasters, such as wildfires, availability of natural resources, including water, political crises, such as terrorist attacks, war and other geopolitical instability, capacity constraints, equipment or technology malfunctions or failures, disruptions in ingredient, material or packaging supply, disruptions in supply chain or information technology, loss or impairment of key 20 Table of Contents manufacturing sites or suppliers, product quality control, safety, increase in commodity prices and energy costs, inflationary pressures, licensing requirements and other regulatory issues, pandemic related shut downs and other external factors over which we have no control.
These factors include industrial accidents, strikes and other labor disputes, natural disasters, such as wildfires, availability of natural resources, including water, political crises, such as terrorist attacks, war and other geopolitical instability, capacity constraints, equipment or technology malfunctions or failures, disruptions in ingredient, material or packaging supply, disruptions in supply chain or information technology, loss or impairment of key manufacturing sites or suppliers, product quality control, safety, increase in commodity prices and energy costs, inflationary pressures, tariffs, trade restrictions, licensing requirements and other regulatory issues, unforeseen public health crises and other external factors over which we have no control.
These investments may not be successful, and they may also result in short-term costs without associated current sales and, therefore, may be dilutive to our earnings. Further, such investments may result in loss of customers, reduced sales volume, higher than excepted costs, loss of key personnel, and other negative impacts on our business.
These investments may result in short-term costs without associated current sales and, therefore, may be dilutive to our earnings, and such investments may not be successful. Further, such transformation initiatives, including investments, may result in higher than expected costs, loss of customers, reduced sales volume, loss of key personnel, and other negative impacts on our business.
Our products generally rely on a single or a limited number of manufacturers. The loss of manufacturers or shortages in the supply of raw materials or finished products could harm our business, prospects, results of operations, financial condition and cash flows. Our products generally rely on a single or a limited number of manufacturers.
Our products generally rely on a single or a limited number of manufacturers. The loss of manufacturers, quality or production concerns at any of our manufacturers or suppliers, or shortages in the supply of raw materials or finished products could harm our business, prospects, results of operations, financial condition and cash flows.
Our growth has in the past, and may in the future, strain our ability to effectively manage our operations, as it may require us to expand our management team and our sales, marketing, innovation, manufacturing, logistics, distribution, and information technology functions, including with respect to use of new or advancing technologies such as artificial intelligence (“AI”).
Our growth has in the past, and may in the future, strain our ability to effectively manage our operations, as it may require us to expand or enhance our management team and our sales, marketing, innovation, and information technology capabilities, including with respect to new or advancing technologies such as artificial intelligence (“AI”).
The general level of consumer spending is affected by a number of factors, including general economic conditions, inflation, interest rates, energy costs and consumer confidence generally, all of which are beyond our control.
The general level of consumer spending is affected by a number of factors, including general economic conditions, inflation, interest rates, savings rates and levels of disposable income, energy costs and consumer confidence and sentiment, all of which are beyond our control.
This litigation, derivative litigation and other similar types of litigation could result in substantial costs and divert our management’s attention and resources and could require us to make a substantial payment to satisfy judgments or to settle such litigation. Investment funds affiliated with Advent International, L.P.
While the court approved a settlement of this matter in December 2025, derivative litigation and other similar types of litigation could result in substantial costs and divert our management’s attention and resources and could require us to make a substantial payment to satisfy judgments or to settle such litigation. Investment funds affiliated with Advent International, L.P.
As of December 31, 2024, the Advent Funds held 75.2% of our total shares outstanding. The Advent Funds may require us to register shares of our common stock held by them for resale under the federal securities laws.
As of December 31, 2025, the Advent Funds held 74.7% of our total shares outstanding. The Advent Funds may require us to register shares of our common stock held by them for resale under the federal securities laws.
The regulatory environment in various jurisdictions where our business operates is evolving, and government officials often exercise broad discretion in deciding how to interpret and apply applicable regulations.
Government reviews, inquiries, investigations and actions could harm our business. The regulatory environment in various jurisdictions where our business operates is evolving, and government officials often exercise broad discretion in deciding how to interpret and apply applicable regulations.
Ineffective execution to support growth could result in, among other things, product delays or shortages, operating errors, outages, inadequate customer service, inappropriate claims or promotions by our marketing team or brand representatives and governmental inquires and investigations, all of which could harm our revenue and ability to generate sustained growth and result in unanticipated expenses.
Ineffective execution to support growth could result in, among other things, product quality concerns, product delays or shortages, damage to our relationships with our customers or consumers, operating errors, outages, inadequate customer service, reputational harm, inappropriate claims or promotions by our marketing team or brand representatives, or governmental inquires and investigations, any of which could harm our revenue and ability to generate sustained growth or result in unanticipated expenses.
Any determination that our operations or activities, or the activities of our employees, are not in compliance with existing laws, regulations or standards could, among other things, result in the imposition of substantial fines, civil and criminal penalties, interruptions of business, loss of supplier, vendor or other third-party relationships, termination of necessary licenses and permits, modification of business practices and compliance programs and equitable remedies, including disgorgement, injunctive relief, and other sanctions or similar results, all of which could potentially harm our business.
Any determination that our ingredients, products, operations or activities, or the activities of our employees, are not in compliance with laws, regulations or standards could, among other things, result in the reformulation or discontinuation of certain of our products, harm to our brand or reputation, decreased consumer confidence and demand for our products, imposition of substantial fines, civil and criminal penalties, interruptions of business, loss of supplier, vendor or other third-party relationships, termination of necessary licenses and permits, modification of business practices and compliance programs and equitable remedies, including disgorgement, injunctive relief, and other sanctions or similar results, all of which could potentially harm our business.
However, fluctuations in net sales in any fiscal quarter may be attributable to a number of other factors, including macroeconomic factors, competitive activity, the level and scope of new product introductions or promotional activities of our customers, which may impact their order placement and receipt of goods .
However, fluctuations in net sales in any fiscal quarter may be attributable to a number of other factors, including macroeconomic factors, competitive activity, the level and scope of new product introductions or promotional and planning activities undertaken by us or our customers, which may impact the timing of purchases or order placement.
We currently expect that future payments under the Tax Receivable Agreement relating to the Pre-IPO Tax Assets could aggregate to $189.3 million, with payments expected to continue through 2041.
We currently expect that future payments under the Tax Receivable Agreement relating to the Pre-IPO Tax Assets could aggregate to $165.1 million, with payments expected to continue through 2038.
Achieving our transformation plan may require investment in new capabilities, products, talent, third party service providers, infrastructure, technologies and markets, as well as in efforts to enhance our brand, our presence amount the Pro community and our market penetration.
Achieving our transformation plan may require investment in new capabilities, product innovation, talent, third party service providers, infrastructure, information technology and markets, as well as in efforts to enhance our brand, our presence among the Pro community and our market penetration.
We must continually work to maintain and enhance the recognition and reputation of our brand; develop, manufacture and market new products; stay ahead of technology trends by developing or acquiring novel technology; successfully manage our inventories; and maintain and adapt to existing and emerging distribution channels and marketing platforms.
We must continually work to timely develop, manufacture and market new products that are relevant to consumer preferences; anticipate and respond to market trends by developing or acquiring novel technology; maintain and enhance the recognition and reputation of our brand; successfully manage our inventories; and maintain and adapt to existing and emerging distribution channels and marketing platforms.
Competition in the beauty industry is based on a variety of factors, including innovation, product efficacy, pricing, brand recognition and loyalty, service to the consumer, distribution, promotional activities, advertising, special events, new product introductions, e-commerce initiatives, sustainability and other activities. In addition, small independent companies continue to enter the market with new brands and customized product offerings.
Competition in the beauty industry is based on a variety of factors, including innovation, product efficacy, pricing, brand recognition and loyalty, service to the consumer, distribution, promotional activities, advertising, special events, new product introductions, e-commerce initiatives, sustainability and other activities.
The acceptance of new product launches and other product innovations may not be as high as we anticipate due to factors including lack of acceptance of the products themselves, the price of the products or the strengths of our competitors, including their ability to introduce similar products in a more timely fashion.
The acceptance of new product launches and other product innovations may not be as high as we anticipate due to factors including lack of acceptance of the products themselves, the price of the products or the strengths of our competitors, including their ability to quickly introduce similar products or market their products as lower cost versions of our products.
Failure to adequately maintain the security of confidential information could materially adversely affect our business. As part of our normal business activities, we and our third-party service providers collect and store certain confidential information, including personal or other confidential information with respect to customers, consumers, service providers and employees, information with respect to our intellectual property, and sensitive financial information.
As part of our normal business activities, we and our third-party service providers collect and store certain confidential information, including personal or other confidential information with respect to customers, consumers, service providers and employees, information with respect to our intellectual property or products, and other sensitive financial information.
In addition, our professional channel depends on our engagement with Pros and our reputation and brand image within the Pro community. Negative perceptions of our brand by the Pro community and their end consumers have had an adverse effect on our professional channel. Further, there may be consolidation of the salon market.
Negative perceptions of our brand by the Pro community and their end consumers have had in the past, and may in the future have, an adverse effect on our professional channel. Further, there may be consolidation of the salon market.
Our efforts to enforce or protect our trademarks, trade names and domain names may be ineffective, may impact the public perception of our brand, may be expensive, may divert our resources and, if a third party brings counterclaims against us in connection with such enforcement actions, could result in payment by us of monetary damages or injunctive relief, all of which could adversely impact our financial condition or results of operations.
Our efforts to enforce or protect our trademarks, trade names and domain names may be ineffective, may impact the public perception of our brand, may be expensive, may divert our resources and, if a third party brings counterclaims against us in connection with such enforcement actions, could result in payment by us of monetary damages or injunctive relief, all of which could adversely impact our financial condition or results of operations. 24 Table of Contents Third parties may allege that we are infringing, misappropriating or otherwise violating their intellectual property rights, which could involve substantial costs and adversely impact our business.
Data Protection Act 2018, impose a strict data protection compliance regime and potentially substantial fines for breaches and violations. In the U.S., there are many privacy, security and data breach notification laws or regulations at the federal, state and local levels. These laws, regulations and standards may be interpreted and applied differently over time and from jurisdiction to jurisdiction.
GDPR and the U.K. Data Protection Act 2018, impose a strict data protection compliance regime and potentially substantial fines for breaches and violations. In the U.S., there are many privacy, security and data breach notification laws or regulations at the federal, state and local levels.
If our products are found or believed to be defective or unsafe, our product claims are found to be deceptive, or our products otherwise fail to meet our consumers’ expectations, our relationships with customers or consumers could suffer, the appeal of our brand could be diminished, and we could lose sales and become subject to liability or claims, any of which could result in a material adverse effect on our business. 18 Table of Contents If we are unable to accurately forecast customer and consumer demand, manage our inventory and plan for future expenses, our results of operations could be adversely affected.
If our products are found or believed to be defective or unsafe, our product claims are found to be deceptive, or our products otherwise fail to meet our consumers’ expectations, our relationships with customers or consumers could suffer, the appeal of our brand could be diminished, and we could lose sales and become subject to liability or claims, any of which could result in a material adverse effect on our business.
Consumer purchases of discretionary items tend to decline, and consumers may be more selective regarding discretionary purchases, during recessionary periods, periods of high inflation and otherwise weak economic environments, when disposable income is lower, which may impact sales of our products.
Consumer purchases of discretionary items tend to decline, and consumers may be more selective regarding discretionary purchases, during recessionary periods, periods of high inflation and otherwise weak economic environments, when disposable income is lower, which may impact sales of our products. The U.S. is experiencing inflationary pressures and subdued consumer confidence, which may have an adverse effect on our business.
For a further discussion of our impairment testing, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Goodwill”. 31 Table of Contents We could be subject to changes in our tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities, which could have a material and adverse effect on our operating results, cash flows and financial condition.
We could be subject to changes in our tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities, which could have a material and adverse effect on our operating results, cash flows and financial condition.
Adverse incidents related to corporate citizenship and sustainability matters could have an adverse effect on our business. Acquisitions, joint ventures or strategic investments may expose us to additional risks.
Stakeholder expectations are not uniform, which can result in additional costs or complexities in navigating these matters. Adverse incidents related to corporate citizenship and sustainability matters could have an adverse effect on our business. Acquisitions, joint ventures or strategic investments may expose us to additional risks.
During the year ended December 31, 2024, three of the Company’s customers represented 39% of the Company’s total net sales, in aggregate. We expect that certain of our largest customers will continue to account for a substantial portion of our net sales for the foreseeable future.
We depend on a limited number of customers for a large portion of our net sales. During the year ended December 31, 2025, one of our customers represented 18% of our total net sales. We expect that certain of our largest customers will continue to account for a substantial portion of our net sales for the foreseeable future.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also maintain cybersecurity insurance coverage that is intended to address certain costs that we may incur in the event that we experience a cybersecurity incident. Our cybersecurity team is primarily responsible for identifying, evaluating and responding to risks from cybersecurity threats.
Biggest changeWe have implemented governance and technical guidelines to manage risks related to the responsible use of AI at the Company, including a review process for new AI capabilities. We also maintain cybersecurity insurance coverage that is intended to address certain costs that we may incur in the event that we experience a cybersecurity incident.
The incident response team determines appropriate containment, eradication and recovery procedures based on the type of incident and recommends any corrective actions to the cybersecurity team following the resolution of the cybersecurity incident. Our cybersecurity incident management procedures also include a framework to assess whether a cybersecurity incident is material and subject to SEC reporting requirements.
The incident response team determines appropriate containment, eradication, escalation and recovery procedures based on the type of incident and recommends any corrective actions to the cybersecurity team following the resolution of the cybersecurity incident. Our cybersecurity incident management procedures also include a framework to assess whether a cybersecurity incident is material and subject to SEC reporting requirements.
Our cybersecurity team has relevant academic degrees, multiple certifications, and real-world experience managing cybersecurity incidents and risks. The head of our information technology team has over 20 years of experience in information technology and cybersecurity, including previous employment as the chief information officer of multiple entities.
Our cybersecurity team has relevant academic degrees, multiple certifications, and real-world experience managing cybersecurity incidents and risks. Our Chief Information Officer has over 20 years of experience in information technology and cybersecurity, including previous employment as the chief information officer of multiple entities.
The Audit Committee has delegated oversight of risks related to information security, cybersecurity, and data privacy and protection to its Information Security Subcommittee, which meets at least twice a year with senior members of our cybersecurity team to discuss our cybersecurity profile and related risks, as well as to discuss updates on relevant developments in the cybersecurity threat environment.
The Audit Committee has delegated oversight of risks related to information security, cybersecurity, and data privacy and protection to its Information Security Subcommittee, which meets at least twice a year with senior members of our cybersecurity team to discuss our cybersecurity profile, program enhancements, incident preparedness and related risks, as well as to discuss updates on relevant developments in the cybersecurity threat environment.
We continue to maintain and enhance our information technology systems, cybersecurity infrastructure and customer and consumer experiences in alignment with our long-term business strategy. An increasing portion of our global information technology infrastructure is cloud-based and is built and maintained in partnership with industry-leading service providers.
We continue to maintain and enhance our information technology systems and processes, cybersecurity infrastructure and customer and consumer experiences in alignment with our long-term business strategy. A significant portion of our global information technology infrastructure is cloud-based and is built and maintained in partnership with industry-leading service providers.
In addition, as part of our new vendor onboarding procedures, we review proposed new vendors’ cybersecurity and data protection practices and certifications and collaborate with such vendors to align their cybersecurity platforms with our expectations.
As part of our new vendor onboarding procedures, we review such new vendors’ cybersecurity and data protection practices and certifications and collaborate with such vendors to align their cybersecurity platforms with our expectations. In addition, we continuously monitor such vendors using our third-party risk management software and conduct periodic reassessments of critical vendors.
We believe this approach enables a high-performance platform to support current and future requirements and enhances our scale and flexibility to respond to the demands of the business by leveraging advanced and leading-edge technologies. We recognize that technology presents opportunities to build a competitive advantage, and we continue to invest in new capabilities across various aspects of our business.
We believe this approach enables a high-performance platform to support current and future requirements and enhances our scale and flexibility to respond to the demands of the business by leveraging advanced and leading-edge technologies.
For more information, see “Risk Factors – Risks Related to Information Technology and Cybersecurity” included in Part I, Item 1A of this Annual Report. 34 Table of Contents Governance Our Audit Committee assists the Board of Directors in its oversight of our policies, procedures and practices with respect to risk management and mitigation, including risks related to information security, cybersecurity, and data privacy and protection.
Governance Our Audit Committee assists the Board of Directors in its oversight of our policies, procedures and practices with respect to risk management and mitigation, including risks related to information security, cybersecurity, and data privacy and protection.
Our cybersecurity team reviews and assesses our cybersecurity profile against internal and external cybersecurity frameworks that are aligned with industry standards on an ongoing basis and conducts ongoing security management internally and through the engagement of third-party vendors and consultants. In addition, our cybersecurity team periodically engages independent third parties to conduct security assessments and internal and external penetration tests.
Our cybersecurity team is primarily responsible for identifying, evaluating and responding to risks from cybersecurity threats. Our cybersecurity team reviews and assesses our cybersecurity profile against internal and external cybersecurity frameworks that are aligned with industry standards on an ongoing basis and conducts ongoing security management internally and through the engagement of third-party vendors and consultants.
We have established internal policies and procedures for cybersecurity risk management and incident response management that are based on industry standard cybersecurity frameworks, and we provide regular training to our employees regarding evolving cybersecurity threats and risk management.
We have established internal policies and procedures for cybersecurity risk management and incident response management that are based on industry standard cybersecurity frameworks, and we provide formal training to our employees at least annually regarding evolving cybersecurity threats and risk management, supplemented by periodic targeted micro-trainings and phishing simulation campaigns throughout the year.
Such efforts, however, subject us to increased cyber risk, as technology investments are subject to cyberattacks, business disruptions and other risks described in “Risk Factors – Risks Related to Information Technology and Cybersecurity” included in Part I. Item 1A of this Annual Report. We have adopted processes designed to identify, assess and manage material risks from cybersecurity threats.
Such efforts, however, subject us to increased cyber risk, as technology investments are subject to cyberattacks, business disruptions and other risks described in “Risk Factors – Risks Related to Information Technology and Cybersecurity” included in Part I, Item 1A of this Annual Report. 35 Table of Contents We have developed and implemented a cybersecurity risk management program designed to protect the confidentiality, integrity and availability of our critical systems and information by identifying, assessing and managing material risks from cybersecurity threats and responding to cybersecurity incidents.
Despite our continuing efforts, we may face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect our operations, business strategy, results of operations, or financial condition.
Despite our continuing efforts, we may face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect our operations, business strategy, results of operations, or financial condition. For more information, see “Risk Factors – Risks Related to Information Technology and Cybersecurity” included in Part I, Item 1A of this Annual Report.
At the management level, our cybersecurity team is led by the head of our information technology team, who is responsible for assessing and managing material risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents, and is a member of our incident response team.
Pursuant to our incident management procedures, cybersecurity incidents are reported to our Board of Directors, our Audit Committee or its Information Security Subcommittee as appropriate based on the nature of the incident. 36 Table of Contents At the management level, our cybersecurity team is led by our Chief Information Officer, who is responsible for assessing and managing material risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents, and is a member of our incident response team.
The Information Security Subcommittee reports to the Audit Committee following each subcommittee meeting, and the Audit Committee reports to our Board of Directors. Pursuant to our incident management procedures, cybersecurity incidents are reported to our Board of Directors, our Audit Committee or its Information Security Subcommittee as appropriate based on the nature of the incident.
The Information Security Subcommittee reports to the Audit Committee following each subcommittee meeting, and the Audit Committee reports to our Board of Directors.
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We recognize that technology presents opportunities to build a competitive advantage, and we continue to invest in new capabilities across various aspects of our business to improve our information technology infrastructure, systems and processes, such as integrating AI into certain business functions, including an AI-enabled demand planning tool introduced in 2025.
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In addition, our cybersecurity team periodically engages independent third parties to conduct security assessments and internal and external penetration tests, including regular vulnerability scanning, configuration hardening reviews, and periodic tabletop exercises with cross-functional teams to evaluate and improve incident response preparedness.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also lease one office space of approximately 10,000 square feet in New York, which provides meeting space and office space for employees who choose to collaborate in person from time to time. The lease term for this office space ends on June 14, 2026.
Biggest changeWe also lease one office space of approximately 10,000 square feet in New York, which provides meeting space and office space for employees to collaborate in person from time to time. The lease term for this office space ends on August 31, 2028.
Our employees work from our research and development facility, from our New York office space, at shared co-working office spaces, or remotely.
Our employees work from our research and development facility, from our New York office space, at shared co-working spaces, or remotely.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFor detail on certain legal proceedings, see “Note 14 - Commitments and Contingencies” included in the Notes to the Consolidated Financial Statements included in Part II, Item 8. Financial Statements of this Annual Report. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 35 Table of Contents PART II
Biggest changeFor detail on certain legal proceedings, see “Note 14 - Commitments and Contingencies” included in the Notes to the Consolidated Financial Statements included in Part II, Item 8. Financial Statements of this Annual Report. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 37 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHolders As of February 26, 2025, there were 24 registered holders of our common stock.
Biggest changeHolders As of February 26, 2026, there were 22 registered holders of our common stock.
This graph (i) covers the period from September 30, 2021 (the date of the initial listing of our common stock on the Nasdaq Global Select Market) to December 31, 2024 on a quarterly basis, (ii) assumes a $100 investment on September 30, 2021, and (iii) assumes reinvestment of dividends, if any.
This graph (i) covers the period from September 30, 2021 (the date of the initial listing of our common stock on the Nasdaq Global Select Market) to December 31, 2025 on a quarterly basis, (ii) assumes a $100 investment on September 30, 2021, and (iii) assumes reinvestment of dividends, if any.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeInflation Inflationary factors such as increases in the cost of sales for our products and overhead costs may adversely affect our operating results. The impact of inflation on product costs and operating expenses, such as marketing and labor, subsided during 2024 compared to 2023.
Biggest changeAs of December 31, 2025, the effect of a hypothetical 50 basis point increase or decrease in interest rates on the fair value of the 2024 Interest Rate Cap would be de minimis. Inflation Inflationary factors such as increases in the cost of sales for our products and overhead costs may adversely affect our operating results.
We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future. We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have a material effect on our Consolidated Financial Statements. 49 Table of Contents
We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future. We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have a material effect on our Consolidated Financial Statements. 51 Table of Contents
Foreign Exchange Risk Our reporting currency, including our U.K. foreign subsidiary, Olaplex UK Limited, is the U.S. dollar. Gains or losses due to transactions in foreign currencies are reflected in the Consolidated Statements of Operations and Comprehensive Income under the line-item Other expense (income), net.
Foreign Exchange Risk Our reporting currency, including our U.K. foreign subsidiary, Olaplex UK Limited, is the U.S. dollar. Gains or losses due to transactions in foreign currencies are reflected in Other (income) expense, net in the Consolidated Statements of Operations and Comprehensive (Loss) Income.
As of December 31, 2024, we had $656.4 million of outstanding variable rate loans under the 2022 Term Loan Facility. Based on our December 31, 2024 variable rate loan balances, an increase or decrease of 1% in the effective interest rate would cause an increase or decrease in interest cost of approximately $6.6 million over the next 12 months.
As of December 31, 2025, we had $354.8 million of outstanding variable rate loans under the 2022 Term Loan Facility. Based on our December 31, 2025 variable rate loan balances, an increase or decrease of 1% in the effective interest rate would cause an increase or decrease in interest cost of approximately $3.5 million over the next 12 months.
On May 7, 2024, we entered into the 2024 Interest Rate Cap in connection with the 2022 Term Loan Facility, with a notional amount of $400 million at a strike rate of 5.00%, as more fully described in “Note 6 - Fair Value Measurement” in Item 8. Financial Statements of this Annual Report.
On May 7, 2024, we entered into the 2024 Interest Rate Cap in connection with the 2022 Term Loan Facility, with a notional amount of $400 million, which amortized to $200.0 million on July 31, 2025, at a strike rate of 5.00%, as more fully described in “Note 6 - Fair Value Measurement” in Item 8.
We use the 2024 Interest Rate Cap to add stability to interest expense and to manage our exposure to interest rate fluctuations. The fair value of the 2024 Interest Rate Cap recorded in other assets at December 31, 2024 was $0.2 million.
Financial Statements of this Annual Report. We use the 2024 Interest Rate Cap to add stability to interest expense and to manage our exposure to interest rate fluctuations. The fair value of the 2024 Interest Rate Cap recorded in Prepaid expenses and other current assets at December 31, 2025 was de minimis.
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A hypothetical 50 basis point increase in interest rates would result in an increase to the fair value of the 2024 Interest Rate Cap of approximately $0.4 million. A hypothetical 50 basis point decrease in interest rates would result in a decrease to the fair value of the 2024 Interest Rate Cap of approximately $0.1 million.

Other OLPX 10-K year-over-year comparisons