STAAR Surgical Company

05/19/2026 | Press release | Distributed by Public on 05/19/2026 14:01

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Michna Magda
2. Issuer Name and Ticker or Trading Symbol
STAAR SURGICAL CO [STAA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Development Officer
(Last) (First) (Middle)
25510 COMMERCENTRE DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
(Street)
LAKE FOREST, CA 92630
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/15/2026 A 10,997 A $ 0 43,688 D
Common Stock 05/15/2026 F 5,595(1) D $32.07 38,093 D
Common Stock 05/15/2026 A 5,499 A $ 0 43,592 D
Common Stock 05/15/2026 F 2,431(2) D $32.07 41,161 D
Common Stock 05/15/2026 A 2,199 A $ 0 43,360 D
Common Stock 05/15/2026 F 1,118(3) D $32.07 42,242 D
Common Stock 05/15/2026 A 1,100 A $ 0 43,342 D
Common Stock 05/15/2026 F 559(4) D $32.07 42,783 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units $ 0 05/15/2026 M 10,997 (5) 12/31/2027 Common Stock 10,997 $ 0 10,997 D
Performance Stock Units $ 0 05/15/2026 M 5,499 (6) 12/31/2027 Common Stock 5,499 $ 0 16,496 D
Performance Stock Units $ 0 05/15/2026 M 2,199 (7) 12/31/2027 Common Stock 2,199 $ 0 18,695 D
Performance Stock Units $ 0 05/15/2026 M 1,100 (8) 12/31/2027 Common Stock 1,100 $ 0 19,795 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Michna Magda
25510 COMMERCENTRE DRIVE
LAKE FOREST, CA 92630
Chief Development Officer

Signatures

/s/ Magda Michna 05/19/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On May 15, 2026, the first tranche of 10,997 performance stock units ("PSUs") awarded to the Reporting Person under the Issuer's 2025 Performance Stock Unit Award Program ("2025 PSU Program") in connection with her annual equity grant vested, of which 5,595 shares were withheld to satisfy taxes .
(2) On May 15, 2026, the second tranche of 5,499 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with her annual equity grant vested, of which 2,431 shares were withheld to satisfy taxes.
(3) On May 15, 2026, the first tranche of 2,199 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with her promtion to Chief Development Officer vested, of which 1,118 shares were withheld to satisfy taxes.
(4) On May 15, 2026, the second tranche of 1,100 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with her promtion to Chief Development Officer vested, of which 599 shares were withheld to satisfy taxes.
(5) Represents the settlement of the first tranche of performance stock units awarded to the Reporting Person in connection with her annual equity grant under the 2025 PSU Program. The number of shares earned was determined upon certification by the Compensation Committee based on achievement of applicable performance goals. The original grant was exempt pursuant to Rule 16b-3(d) and was not previously reported.
(6) Represents the settlement of the second tranche of performance stock units awarded to the Reporting Person in connection with her annual equity grant under the 2025 PSU Program. The number of shares earned was determined upon certification by the Compensation Committee based on achievement of applicable performance goals. The original grant was exempt pursuant to Rule 16b-3(d) and was not previously reported.
(7) Represents the settlement of the first tranche of performance stock units awarded under the 2025 PSU Program to the Reporting Person in connection with her promtion to Chief Development Officer. The number of shares earned was determined upon certification by the Compensation Committee based on achievement of applicable performance goals. The original grant was exempt pursuant to Rule 16b-3(d) and was not previously reported.
(8) Represents the settlement of the second tranche of performance stock units awarded under the 2025 PSU Program to the Reporting Person in connection with her promtion to Chief Development Officer. The number of shares earned was determined upon certification by the Compensation Committee based on achievement of applicable performance goals. The original grant was exempt pursuant to Rule 16b-3(d) and was not previously reported.

Remarks:
The Issuer's 2025 Performance Stock Unit Award Program ("2025 PSU Program") was designed to incentivize growth over a multi-year period. Under the 2025 PSU Program, performance is measured based on the Company's trailing four-quarter revenue through the end of fiscal 2027. The performance stock units ("PSUs") were granted based on a target number of shares and can be earned between 0-200 percent of target based on Company performance. The PSUs were structured into five tranches, each with different targets for trailing four-quarter U.S. GAAP revenue. Trailing four quarter U.S. GAAP revenue is measured as of the end of each financial quarter, commencing with the fourth quarter of fiscal 2025 and continuing through the fourth quarter of fiscal 2027. If none of the targets are achieved as of the end of fiscal 2027, the PSUs will not be earned and be forfeited. If the first three targets are achieved as of the end of fiscal 2027, the PSUs will be earned at 100 percent of target. If all five targets are achieved as of the end of fiscal 2027, the PSUs will be earned at 200 percent of target. Each PSU represents the right to receive one share of the Issuer's common stock.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
STAAR Surgical Company published this content on May 19, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 19, 2026 at 20:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]