# OLAPLEX HOLDINGS, INC. (OLPX) Informational only - not investment advice. CIK: 0001868726 SIC: 2844 Perfumes, Cosmetics & Other Toilet Preparations SIC breadcrumb: [Manufacturing](/division/D/) > [Chemicals And Allied Products](/major-group/28/) > [SIC 2844 Perfumes, Cosmetics & Other Toilet Preparations](/industry/2844/) Latest 10-K filed: 2026-03-05 SEC page: https://www.sec.gov/edgar/browse/?CIK=1868726 Filing source: https://www.sec.gov/Archives/edgar/data/1868726/000186872626000009/olpx-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 422960000 | USD | 2025 | 2026-03-05 | | Net income | -9252000 | USD | 2025 | 2026-03-05 | | Assets | 1497487000 | USD | 2025 | 2026-03-05 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001868726.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | 282,250,000 | 598,365,000 | 704,274,000 | 458,300,000 | 422,670,000 | 422,960,000 | | Net income | | 39,278,000 | 220,784,000 | 244,072,000 | 61,587,000 | 19,522,000 | -9,252,000 | | Operating income | | 86,093,000 | 334,154,000 | 364,394,000 | 108,222,000 | 66,936,000 | 6,951,000 | | Gross profit | | 179,587,000 | 473,822,000 | 519,553,000 | 318,632,000 | 292,290,000 | 293,646,000 | | Diluted EPS | | 0.06 | 0.32 | 0.35 | 0.09 | 0.03 | -0.01 | | Operating cash flow | | 128,975,000 | 200,029,000 | 255,324,000 | 177,532,000 | 143,068,000 | 58,660,000 | | Capital expenditures | | 27,000 | 875,000 | 650,000 | 375,000 | 1,124,000 | 331,000 | | Assets | | 1,332,833,000 | 1,560,422,000 | 1,697,675,000 | 1,740,338,000 | 1,767,723,000 | 1,497,487,000 | | Liabilities | | 802,160,000 | 1,036,124,000 | 916,718,000 | 895,370,000 | 893,321,000 | 618,097,000 | | Stockholders' equity | 0.00 | 530,673,000 | 524,298,000 | 780,957,000 | 844,968,000 | 874,402,000 | 879,390,000 | | Cash and cash equivalents | | 10,964,000 | 186,388,000 | 322,808,000 | 466,400,000 | 585,967,000 | 318,731,000 | | Free cash flow | | 128,948,000 | 199,154,000 | 254,674,000 | 177,157,000 | 141,944,000 | 58,329,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | 13.92% | 36.90% | 34.66% | 13.44% | 4.62% | -2.19% | | Operating margin | | 30.50% | 55.84% | 51.74% | 23.61% | 15.84% | 1.64% | | Return on equity | | 7.40% | 42.11% | 31.25% | 7.29% | 2.23% | -1.05% | | Return on assets | | 2.95% | 14.15% | 14.38% | 3.54% | 1.10% | -0.62% | | Liabilities / equity | | 1.51 | 1.98 | 1.17 | 1.06 | 1.02 | 0.70 | | Current ratio | | 1.31 | 4.60 | 9.48 | 10.92 | 10.67 | 4.58 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001868726.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-06-30 | | | 0.13 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | 0.09 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | 0.03 | reported discrete quarter | | 2023-Q2 | 2023-03-31 | | 20,964,000 | | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 109,241,000 | | 0.01 | reported discrete quarter | | 2023-Q3 | 2023-06-30 | | 6,156,000 | | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 123,555,000 | | 0.03 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 111,717,000 | 14,101,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 98,906,000 | 7,746,000 | 0.01 | reported discrete quarter | | 2024-Q2 | 2024-03-31 | | 7,746,000 | | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 103,943,000 | | 0.01 | reported discrete quarter | | 2024-Q3 | 2024-06-30 | | 5,779,000 | | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 119,080,000 | | 0.02 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 100,741,000 | -8,800,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 96,978,000 | 465,000 | 0.00 | reported discrete quarter | | 2025-Q2 | 2025-03-31 | | 465,000 | | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 106,284,000 | | -0.01 | reported discrete quarter | | 2025-Q3 | 2025-06-30 | | -7,742,000 | | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 114,579,000 | | 0.02 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 105,119,000 | -13,102,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 99,369,000 | -5,287,000 | -0.01 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1868726/000186872626000036/olpx-20260331.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-05-11 Report date: 2026-03-31 ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited, interim Condensed Consolidated Financial Statements and related notes included elsewhere in this Quarterly Report and with our audited Consolidated Financial Statements included in the 2025 Form 10-K. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business and our proposed acquisition by Henkel US Operations Corporation, includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from management’s expectations as a result of various factors. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section “Special Note Regarding Forward-Looking Statements” in this Quarterly Report and in “Item 1A. - Risk Factors” in this Quarterly Report and in the 2025 Form 10-K. Company Overview OLAPLEX is a foundational health and beauty company powered by breakthrough innovation that starts with and is inspired by the professional stylist (“Pro”). Our products are designed to enable Pros and their clients to achieve their best results and to provide consumers with a holistic hair regimen that starts by establishing a foundation for healthy hair. In 2014, OLAPLEX revolutionized the haircare category through the introduction of our patent-protected bond-building technology, Bis-aminopropyl diglycol dimaleate (“Bis-amino”), in our No. 1 Bond Multiplier® and No. 2 Bond Perfector® products. This new two-part salon treatment allowed Pros around the world to repair disulfide bonds deep inside the hair that are broken during chemical services (such as coloring, perming and straightening). Later in 2014, OLAPLEX launched an at-home version of this signature bond-building treatment, No. 3 Hair Perfector®, allowing consumers to achieve the benefits of OLAPLEX beyond the salon. 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. Since our inception, we have focused on delivering patent-protected technology and proven performance in the prestige haircare category. 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. Our synergistic omnichannel model leverages the strength of each of our channels and our strong digital capabilities, which we apply across all of our sales platforms. Our professional channel serves as the foundation for our brand. Through this channel, Pros introduce consumers to our products and, we believe, influence consumer purchasing decisions. Our specialty retail channel allows us to build our brand by reinforcing our relationship with current consumers and accessing new consumers. Our DTC channel, comprised of Olaplex.com and sales through third-party e-commerce platforms, further broadens our access to consumers, while allowing us to directly engage with and educate consumers through our owned platforms. Proposed Acquisition by Henkel US Operations Corporation On March 26, 2026, Olaplex Holdings entered into an Agreement and Plan of Merger (as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Olaplex Holdings, Henkel US Operations Corporation, a Delaware corporation (“Parent”), and Margot Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Olaplex Holdings, with Olaplex Holdings continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”). If the Merger is completed, each share of common stock, par value $0.001 per share, of Olaplex Holdings (the “Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (subject to certain exceptions described in “Note 1 – Nature of Operations and Basis of Presentation – Proposed Acquisition by Henkel US Operations Corporation” to the Company’s Condensed Consolidated Financial Statements of this Quarterly Report) will be converted into the right to receive $2.06 per share in cash, without interest, subject to applicable withholding taxes. The Merger Agreement contains customary representations, warranties and covenants that we must observe, including certain interim operating covenants that may restrict our operations during the pendency of the Merger, subject to certain exceptions. In addition, the Merger Agreement contains certain termination rights that may require us to pay Parent a $40,440,000 termination fee under certain circumstances. For additional details of the Merger and the terms thereof, refer to the Merger Agreement, a copy of which is incorporated by reference as an exhibit to this Quarterly Report. 21 Table of Contents The Merger is presently expected to close as soon as the second half of 2026, subject to customary closing conditions, including, without limitation, (i) twenty calendar days having elapsed since we mailed to our stockholders the information statement as contemplated by Regulation 14C of the Exchange Act, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and approvals under the laws of Germany, Australia and the United Kingdom, and (iii) the absence of any law or governmental order prohibiting the Merger. The initial outside date for completion of the Merger is March 31, 2027, which may be extended to September 30, 2027 if, as of such initial date, all conditions to the closing of the Merger other than conditions relating to the HSR Act or other applicable antitrust and foreign direct investment laws have been satisfied or waived. We cannot predict with certainty, however, whether or when all the required closing conditions will be satisfied or if the Merger will close at all. Our Strategy Following the initial implementation of our “Bonds and Beyond” vision in 2025, we are focused on the following three strategic priorities in 2026 aimed at accelerating our transformation. Energize our “Hero” Products We seek to implement our 360-degree marketing engine to maximize the productivity of our core products, which are significant contributors to our brand health and business. In addition, we are upgrading and expanding the assortment of our core products. Through targeted marketing strategies and enhanced storytelling, we are focused on continuing to elevate our brand and enhancing brand loyalty to generate demand. Fuel Science-based Innovation Olaplex’s heritage includes a focus on bringing technical solutions to real-world hair concerns, and in 2026, we remain focused on expanding our product portfolio with science-based innovation. We have refined our research and development and new product development processes to prioritize innovation that seeks to address specific, meaningful consumer and Pro needs. We seek to deliver targeted, science-backed solutions that simplify the user experience and achieve visible results, and we expect to launch more innovations in 2026 than in 2025. In addition, we are pursuing growth in new verticals that we consider natural extensions of our existing product portfolio. Expand our Diversified, Scalable Go-to-market Model We are focused on sharpening our execution to support our Bonds and Beyond vision. We seek to capitalize on renewed momentum in our Professional channel, providing our Pro partners with tools and support to serve as powerful ambassadors for our brand. We are also deepening our point-of-sale partnerships, tailoring our brand marketing strategies and utilizing key promotional windows aimed at driving visibility while protecting our premium positioning. We will continue to focus on executing our three-tiered international strategy, prioritizing high-potential regions and improving local execution as we seek to scale our global reach in a disciplined, repeatable way. Finally, we aim to optimize our points of access to meet our consumers where they shop and maintain brand integrity as we extend our global footprint. Business Environment & Trends We continue to monitor the effects of the global macro-economic environment, including the risk of recession, inflationary pressures, competitive products and discounting, currency volatility, high interest rates, social and political issues, geopolitical tensions, regulatory matters and changes to tariffs and trade policies of the United States and other countries. Based on policies in place as of the date of filing of this Quarterly Report, we expect the most recent changes in tariffs and trade policies will have a relatively modest impact on our business since the vast majority of our products sold in the U.S. are sourced and manufactured domestically. However, related uncertainties could impact consumer discretionary spending, demand for our products, and ordering patterns and inventory practices at our customers. We also are mindful of inflationary pressures on our consumers amidst an increasingly competitive industry, and we are monitoring the impact that consumer confidence may have on consumer spending at our customers. 22 Table of Contents 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, promotional activities, advertising, special events, new product introductions, e-commerce initiatives, sustainability and other activities. We have seen increased competitive activity including discounting in the prestige haircare category. We believe we have a well-recognized and strong reputation within the beauty industry, from our customers to the end-consumer, and that the quality and performance of our products, our emphasis on science-based innovation, our asset-light operating model, and our engagement with our Pro and consumer communities position us to compete effectively. Results of operations Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025 The following table sets forth our consolidated results for each of the periods presented: Three Months Ended March 31, 2026 2025 (in thousands) % of net sales (in thousands) % of net sales Net sales $ 99,369  100.0  % $ 96,978  100.0  % Cost of sales: Cost of product (excluding amortization) 25,293  25.5  27,230  28.1  Amortization of patented formulations 2,416  2.4  2,392  2.5  Total cost of sales 27,709  27.9  29,622  30.5  Gross profit 71,660  72.1  67,356  69.5  Operating expenses: Selling, general, and administrative 65,951  66.4  47,987  49.5  Amortization of other intangible assets 10,820  10.9  10,893  11.2  Total operating expenses 76,771  77.3  58,880  60.7  Operating (loss) income (5,111) (5.1) 8,476  8.7  Interest expense 7,132  7.2  13,725  14.2  Interest income (2,702) (2.7) (5,952) (6.1) Other expense (income), net 142  0.1  (178) (0.2) (Loss) Income before provision for income taxes (9,683) (9.7) 881  0.9  Income tax (benefit) provision (4,396) (4.4) 416  0.4  Net (loss) income $ (5,287) (5.3) % $ 465  0.5  % Net Sales We distribute products in the U.S. and internationally through professional distributors in salons, directly to retailers for sale in [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes included elsewhere in this Annual Report. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from management’s expectations as a result of various factors. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the “Special Note Regarding Forward-Looking Statements” section and in the “Risk Factors” section in this Annual Report. Company Overview OLAPLEX is a foundational health and beauty company powered by breakthrough innovation that starts with and is inspired by the Pro. Our products are designed to enable Pros and their clients to achieve their best results and to provide consumers with a holistic hair regimen that starts by establishing a foundation for healthy hair. In 2014, OLAPLEX revolutionized the haircare category through the introduction of our patent-protected bond-building technology, Bis-aminopropyl diglycol dimaleate (“Bis-amino”), in our No. 1 Bond Multiplier® and No. 2 Bond Perfector® products. This new two-part salon treatment allowed Pros around the world to repair disulfide bonds deep inside the hair that are broken during chemical services (such as coloring, perming and straightening). Later in 2014, OLAPLEX launched an at-home version of this signature bond-building treatment, No. 3 Hair Perfector®, allowing consumers to achieve the benefits of OLAPLEX beyond the salon. 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. Since our inception, we have focused on delivering patent-protected technology and proven performance in the prestige haircare category. 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. Our synergistic omnichannel model leverages the strength of each of our channels and our strong digital capabilities, which we apply across all of our sales platforms. Our professional channel serves as the foundation for our brand. Through this channel, Pros introduce consumers to our products and, we believe, influence consumer purchasing decisions. Our specialty retail channel allows us to build our brand by reinforcing our relationship with current consumers and accessing new consumers. Our DTC channel, comprised of Olaplex.com and sales through third-party e-commerce platforms, further broadens our access to consumers, while allowing us to directly engage with and educate consumers through our owned platforms. Our Strategy Following the initial implementation of our “Bonds and Beyond” vision in 2025, we are focused on the following three strategic priorities in 2026 aimed at accelerating our transformation. Energize our “Hero” Products We seek to implement our 360-degree marketing engine to maximize the productivity of our core products, which are significant contributors to our brand health and business. In addition, we are upgrading and expanding the assortment of our core products. Through targeted marketing strategies and enhanced storytelling, we are focused on continuing to elevate our brand and enhancing brand loyalty to generate demand. Fuel Science-based Innovation Olaplex’s heritage includes a focus on bringing technical solutions to real-world hair concerns, and in 2026, we remain focused on expanding our product portfolio with science-based innovation. We have refined our research and development and new product development processes to prioritize innovation that seeks to address specific, meaningful consumer and Pro needs. We seek to deliver targeted, science-backed solutions that simplify the user experience and achieve visible results, and we expect to launch more innovations in 2026 than in 2025. In addition, we are pursuing growth in new verticals that we consider natural extensions of our existing product portfolio. 39 Table of Contents Expand our Diversified, Scalable Go-to-market Model We are focused on sharpening our execution to support our Bonds and Beyond vision. We seek to capitalize on renewed momentum in our Professional channel, providing our Pro partners with tools and support to serve as powerful ambassadors for our brand. We are also deepening our point-of-sale partnerships, tailoring our brand marketing strategies and utilizing key promotional windows aimed at driving visibility while protecting our premium positioning. We will continue to execute our three-tiered international strategy, prioritizing high-potential regions and improving local execution as we seek to scale our global reach in a disciplined, repeatable way. Finally, we aim to optimize our points of access to meet our consumers where they shop and maintain brand integrity as we extend our global footprint. Business Environment & Trends We continue to monitor the effects of the global macro-economic environment, including the risk of recession, inflationary pressures, competitive products and discounting, currency volatility, high interest rates, social and political issues, geopolitical tensions, regulatory matters and changes to tariffs and trade policies of the United States and other countries. Based on policies in place as of the date of filing of this Annual Report, we expect the most recent changes in tariffs and trade policies will have a relatively modest impact on our business since the vast majority of our products sold in the U.S. are sourced and manufactured domestically. However, related uncertainties could impact consumer discretionary spending, demand for our products, and ordering patterns and inventory practices at our customers. We also are mindful of inflationary pressures on our consumers amidst an increasingly competitive industry, and we are monitoring the impact that consumer confidence may have on consumer spending at our customers. 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, promotional activities, advertising, special events, new product introductions, e-commerce initiatives, sustainability and other activities. We have seen increased competitive activity including discounting in the prestige haircare category. We believe we have a well-recognized and strong reputation within the beauty industry, from our customers to the end-consumer, and that the quality and performance of our products, our emphasis on science-based innovation, our asset-light operating model, and our engagement with our Pro and consumer communities position us to compete effectively. 40 Table of Contents Results of operations for the years ended December 31, 2025, 2024 and 2023 Set forth below are our results of operations for our fiscal year ended December 31, 2025 (“fiscal year 2025”) compared to our fiscal year ended December 31, 2024 (“fiscal year 2024”). For discussion of our results of operations for our fiscal year 2024 versus our fiscal year ended December 31, 2023 (“fiscal year 2023”), see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for our fiscal year 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 4, 2025. The following table sets forth our Consolidated Statements of Operations data for each of the periods presented: Year Ended December 31, 2025 2024 2023 (in thousands) % of Net sales (in thousands) % of Net sales (in thousands) % of Net sales Net sales $ 422,960  100.0  % $ 422,670  100.0  % $ 458,300  100.0  % Cost of sales: Cost of product (excluding amortization) 119,329  28.2  121,038  28.6  131,323  28.7  Amortization of patented formulations 9,985  2.4  9,342  2.2  8,345  1.8  Total cost of sales 129,314  30.6  130,380  30.8  139,668  30.5  Gross profit 293,646  69.4  292,290  69.2  318,632  69.5  Operating expenses: Selling, general, and administrative 243,113  57.5  181,685  43.0  168,942  36.9  Amortization of other intangible assets 43,582  10.3  43,669  10.3  41,468  9.0  Total operating expenses 286,695  67.8  225,354  53.3  210,410  45.9  Operating income 6,951  1.6  66,936  15.8  108,222  23.6  Interest expense 41,342  9.8  59,585  14.1  57,954  12.6  Interest income (14,828) (3.5) (25,379) (6.0) (18,828) (4.1) Other (income) expense, net: Tax Receivable Agreement liability adjustment (12,118) (2.9) 3,915  0.9  (7,404) (1.6) Other (income) expense, net (1,268) (0.3) 1,903  0.5  (220) —  Total other (income) expense, net (13,386) (3.2) 5,818  1.4  (7,624) (1.7) (Loss) income before income taxes (6,177) (1.5) 26,912  6.4  76,720  16.7  Income tax provision 3,075  0.7  7,390  1.7  15,133  3.3  Net (loss) income $ (9,252) (2.2) % $ 19,522  4.6  % $ 61,587  13.4  % 41 Table of Contents Fiscal year 2025 compared to fiscal year 2024: Net Sales We distribute products in the U.S. and internationally through professional distributors in salons, directly to retailers for sale in their physical stores and e-commerce sites, and DTC through sales to third party e-commerce customers and through our Olaplex.com websites. As such, net sales by our three sales channels consisting of professional, specialty retail and DTC were as follows: (in thousands) Year Ended December 31, 2025 2024 $ Change % Change Net sales by Channel: Professional $ 153,251  $ 145,327  $ 7,924  5.5  % Specialty retail 130,441  142,307  (11,866) (8.3) DTC 139,268  135,036  4,232  3.1  Total net sales $ 422,960  $ 422,670  $ 290  0.1  % Total net sales increased 0.1% for the year ended December 31, 2025 compared to the same period in 2024. By channel, professional and DTC net sales increased 5.5% and 3.1%, respectively, while specialty retail net sales decreased 8.3% for the year ended December 31, 2025, as compared to the previous year. U.S. and international net sales represented 48% and 52% of total net sales, respectively, for the year ended December 31, 2025. U.S. and international net sales each represented 50% of total net sales for the year ended December 31, 2024. Cost of Sales and Gross Profit (in thousands) Year Ended December 31, $ Change % Change 2025 2024 Cost of sales $ 129,314  $ 130,380  $ (1,066) (0.8) % Gross profit $ 293,646  $ 292,290  $ 1,356  0.5  % Our cost of sales decreased primarily due to a decrease in write-offs for product obsolescence, partially offset by product mix for the year ended December 31, 2025 as compared to the previous year. The Company recorded $5.6 million in inventory write-offs during the year ended December 31, 2025, as compared to $7.8 million during the year ended December 31, 2024. As a result of the activity described above, our gross profit margin increased to 69.4% for the year ended December 31, 2025 from 69.2% for the year ended December 31, 2024. Operating Expenses (in thousands) Year Ended December 31, 2025 2024 $ Change % Change Selling, general, and administrative expenses $ 243,113  $ 181,685  $ 61,428  33.8  % Amortization of other intangible assets 43,582  43,669  (87) (0.2) Total operating expenses $ 286,695  $ 225,354  $ 61,341  27.2  % The increase in selling, general and administrative expenses for the year ended December 31, 2025 compared to the previous year was primarily driven by increases of $26.7 million in non-payroll advertising and marketing expenses, $16.0 million in legal and professional fees, $9.3 million in acquisition-related costs (see further discussion regarding the Purvala acquisition in “Note 2 - Summary of Significant Accounting Policies - Asset Acquisition” to our Consolidated Financial Statements included in Item 8. Financial Statements of this Annual Report) and $8.9 million in payroll costs driven by merit increases and organizational realignment costs. 42 Table of Contents Interest Expense, Net (in thousands) Year Ended December 31, 2025 2024 $ Change % Change Interest expense $ 41,342  $ 59,585  $ (18,243) (30.6) % Interest income (14,828) (25,379) 10,551  (41.6) Interest expense, net $ 26,514  $ 34,206  $ (7,692) (22.5) % Interest expense for the year ended December 31, 2025 decreased as compared to the previous year due to our voluntary repayment of $300.0 million of outstanding principal on the 2022 Term Loan Facility on May 1, 2025, as well as lower interest rates for the year ended December 31, 2025, as compared to the previous year. See “Liquidity and Capital Resources Requirements – 2022 Credit Facility” included in Part II, Item 7 of this Annual Report for additional information on our outstanding debt. Interest income for the year ended December 31, 2025 decreased as compared to the previous year due to the $300.0 million principal repayment on the 2022 Term Loan Facility, which reduced available funds for investments, as well as due to lower interest rates during the year ended December 31, 2025, as compared to the previous year. Other (Income) Expense, Net (in thousands) Year Ended December 31, 2025 2024 $ Change % Change Tax Receivable Agreement liability adjustment $ (12,118) $ 3,915  $ (16,033) (409.5) % Other (income) expense, net (1,268) 1,903  (3,171) (166.6) Total other (income) expense, net $ (13,386) $ 5,818  $ (19,204) (330.1) % For the year ended December 31, 2025, total other income, net was $13.4 million. For the year ended December 31, 2024, total other expense, net was $5.8 million. The fluctuation was primarily due to a $12.1 million decrease to our Tax Receivable Agreement liability during the year ended December 31, 2025, of which $9.5 million was related to the effects of the One Big Beautiful Bill Act (the “OBBBA”) and $2.6 million was primarily related to updates to our blended state tax rate. See "Financial Condition, Liquidity and Capital Resources - Tax Receivable Agreement Obligations” included in Part II, Item 7 of this Annual Report for further discussion. Other income, net was $1.3 million for the year ended December 31, 2025, as compared to other expense, net of $1.9 million for the year ended December 31, 2024, primarily due to foreign currency transaction activity driven by the performance of the U.S. dollar. Income Tax Provision (in thousands) Year Ended December 31, 2025 2024 $ Change % Change Income tax provision $ 3,075  $ 7,390  $ (4,315) (58.4) % Our effective tax rate was (49.8)% for the year ended December 31, 2025, as compared to 27.5% for the year ended December 31, 2024. The effective tax rate for the year ended December 31, 2025 differed from the statutory tax rate of 21% primarily due to the impacts of the non-deductible expense for the in-process research and development associated with the Purvala acquisition, non-deductible share-based compensation and the accrual of certain reserves for unrecognized tax benefits, partially offset by the non-taxable income for the reduction of the Tax Receivable Agreement liability. For the year ended December 31, 2024, the effective tax rate was higher than the U.S. federal statutory tax rate primarily due to the unfavorable impact of non-deductible share-based compensation, the effect of state income taxes and the non-deductible expense associated with the Tax Receivable Agreement, partially offset by the increased foreign derived intangible income (“FDII”) deduction. 43 Table of Contents Financial Condition, Liquidity and Capital Resources Overview Our primary recurring source of cash is the collection of proceeds from the sale of our products to our customers, including cash periodically collected in advance of delivery or performance. Our primary use of cash is for working capital and payment of our operating costs, which consist primarily of employee-related expenses as well as general operating expenses for marketing, fulfillment costs of customer orders, overhead costs, innovation, capital expenditures and debt servicing. We also utilize cash for strategic investments and acquisitions. Fluctuations in working capital are primarily caused by customer demand for our products, timing of when a retailer rearranges or restocks our products, timing of inventory purchases, and the amount and timing of our payables and expenses, including to implement our business transformation plan. Capital expenditures typically vary and are currently limited, and future capital expenditure requirements depend on strategic initiatives selected for the fiscal year, including investments in infrastructure and expansion of our customer base. Although international markets represented 52% of our net sales during the year ended December 31, 2025, the majority of our bank deposits are held within the U.S. On May 1, 2025, we voluntarily repaid $300.0 million of outstanding principal on the 2022 Term Loan Facility. The repayment was funded using available cash on hand and did not result in prepayment penalties or fees. We continually evaluate our capital structure to maintain financial flexibility. As of December 31, 2025, we had $318.7 million of cash and cash equivalents. In addition, as of December 31, 2025, we had borrowing capacity of $150.0 million under our 2022 Revolver, providing us with a liquidity position of $468.7 million plus $49.0 million of working capital excluding cash and cash equivalents for a combined $517.7 million total liquidity position. Cash Flows The following table summarizes our cash flows for the periods presented: Year Ended December 31, (in thousands) 2025 2024 Net cash provided by (used in): Operating activities $ 58,660  $ 143,068  Investing activities (12,606) (4,891) Financing activities (313,290) (18,610) Net (decrease) increase in cash and cash equivalents $ (267,236) $ 119,567  Operating Activities Net cash provided by operating activities was $58.7 million for the year ended December 31, 2025, primarily reflecting our net loss of $9.3 million, net of non-cash cost items and changes in operating working capital. Non-cash adjustments were primarily driven by amortization of other intangibles of $43.6 million, share-based compensation expense of $13.3 million, amortization of patent formulations of $10.0 million and acquisition-related costs in investing activities of $9.3 million, partially offset by a reduction to our Tax Receivable Agreement liability of $12.1 million. Changes in operating assets and liabilities decreased cash provided by operating activities by $8.9 million. Net cash provided by operating activities was $143.1 million for the year ended December 31, 2024, primarily reflecting our net income of $19.5 million, net of non-cash cost items and changes in operating working capital. Non-cash adjustments were primarily driven by amortization of other intangibles of $43.7 million, share-based compensation expense of $11.1 million, amortization of patent formulations of $9.3 million and inventory write-off and disposals of $7.8 million. Changes in operating assets and liabilities increased cash provided by operating activities by $39.0 million. Investing Activities Net cash used in investing activities was $12.6 million for the year ended December 31, 2025, primarily reflecting payments of $10.6 million related to our acquisition of Purvala and investments of $1.6 million related to the purchase and development of software. 44 Table of Contents Net cash used in investing activities was $4.9 million for the year ended December 31, 2024, reflecting investments of $3.8 million related to the purchase and development of software and purchases of property and equipment of $1.1 million. Financing Activities Net cash used in financing activities was $313.3 million for the year ended December 31, 2025, primarily consisting of $301.7 million of principal payments for the 2022 Term Loan Facility and $12.1 million of payments pursuant to our Tax Receivable Agreement. Net cash used in financing activities was $18.6 million for the year ended December 31, 2024, primarily consisting of $12.8 million of payments pursuant to our Tax Receivable Agreement and $6.8 million of principal payments for the 2022 Term Loan Facility. Liquidity and Capital Resources Requirements Based on past performance and current expectations, we believe that our cash, cash equivalents and cash generated from operations will be sufficient to meet anticipated operating costs, required payments of principal and interest, working capital needs, ordinary course capital expenditures, and other commitments over both the short term (the next twelve months) and long term. If necessary, we may borrow funds under our 2022 Revolver to finance our liquidity requirements, subject to customary borrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all. Our ability to meet our operating, investing and financing needs depends, to a significant extent, on our future financial performance, which will be subject in part to general economic, competitive, financial, regulatory and other factors that are beyond our control, including those described in “Risk Factors” included in Part I, Item IA of this Annual Report. In addition to these general economic and industry factors, the principal factors in determining whether our cash flows will be sufficient to meet our liquidity requirements will be consumer demand for our products and our ability to continue providing innovative products to our customers and manage production and our supply chain. 2022 Credit Facility On February 23, 2022, Olaplex, Inc., an indirect wholly owned subsidiary of Olaplex Holdings, Inc., together with Penelope Intermediate Corp. acting as the parent guarantor, entered into the 2022 Credit Agreement, by and among Olaplex, Inc., Penelope Intermediate Corp., Goldman Sachs Bank USA (“Goldman Sachs”), as administrative agent (the “Administrative Agent”), collateral agent and swingline lender, and each lender and issuing bank from time to time party thereto (the “Lenders”). The 2022 Credit Agreement includes, among other things, a seven-year $675.0 million senior-secured term loan facility (the “2022 Term Loan Facility”) and a five-year $150.0 million senior-secured revolving credit facility (the “2022 Revolver”), which includes a $25.0 million letter of credit sub-facility and a $25.0 million swingline loan sub-facility. The interest rates for all facilities under the 2022 Credit Agreement are calculated based upon the Company’s election among (a) adjusted term secured overnight financing rate (“SOFR”) (subject to a 0.50% floor with respect to the 2022 Term Loan Facility, and a 0% floor with respect to the 2022 Revolver) plus an additional interest rate spread, (b) with respect to a borrowing in Euros under the 2022 Revolver, a euro interbank offered rate (subject to a 0% floor) plus an additional interest rate spread, or (c) an “Alternate Base Rate” (as defined in the 2022 Credit Agreement) (subject to a 1.50% floor with respect to the 2022 Term Loan Facility, and a 1.00% floor with respect to the 2022 Revolver) plus an additional interest rate spread. The interest rate on outstanding amounts under the 2022 Term Loan Facility was 7.4% per annum as of December 31, 2025. We have not drawn on the 2022 Revolver as of December 31, 2025. The remaining balance under the 2022 Term Loan Facility is due at maturity. The maturity date of the 2022 Term Loan Facility is February 23, 2029. The maturity date of the 2022 Revolver is February 23, 2027. The 2022 Term Loan Facility and 2022 Revolver can each be prepaid at any time without any penalty or premium (subject to any applicable breakage costs). The 2022 Term Loan Facility is subject to customary mandatory prepayments with respect to excess cash flow, net proceeds from non-ordinary course asset dispositions and the issuance of additional non-permitted debt or certain refinancing debt, in each case as set forth in the 2022 Credit Agreement. 45 Table of Contents The 2022 Credit Agreement contains a number of covenants that, among other things, restrict the Company’s ability to (subject to certain exceptions) pay dividends and distributions or repurchase its capital stock, incur additional indebtedness, create liens on assets, engage in mergers or consolidations and sell or otherwise dispose of assets. The 2022 Credit Agreement also includes reporting, financial and maintenance covenants, including a springing first lien leverage ratio financial covenant that is applicable only to lenders under the 2022 Revolver. The Company was in compliance with these affirmative and negative covenants on December 31, 2025. Substantially all the assets of the Company constitute collateral under the 2022 Credit Agreement. On May 1, 2025, the Company voluntarily repaid $300.0 million of outstanding principal on the 2022 Term Loan Facility. The repayment was funded using available cash on hand and did not result in prepayment penalties or fees. The Company recorded a $2.6 million write-off of deferred debt issuance costs associated with the repayment. This write-off was included in Interest expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income of this Annual Report for the year ended December 31, 2025. As of December 31, 2025, the Company had outstanding indebtedness under the 2022 Credit Agreement of $354.8 million. As of December 31, 2025, the Company had $150.0 million of available borrowing capacity under the 2022 Revolver. In order to limit its exposure to potential increases in future interest rates related to the 2022 Term Loan Facility, on August 11, 2022, the Company entered into an interest rate cap transaction in connection with the 2022 Term Loan Facility, with a notional amount of $400.0 million, which expired on July 31, 2024. In advance of the expiration of this interest rate cap, on May 7, 2024, the Company entered into a second interest rate cap transaction in connection with the 2022 Term Loan Facility, with a notional amount of $400.0 million, which amortized to $200.0 million on July 31, 2025, and which expires on July 31, 2026 (the “2024 Interest Rate Cap”). The Company has designated the interest rate caps as a cash-flow hedge for accounting purposes. See “Note 6 - Fair Value Measurement” and “Note 9 - Long-Term-Debt – Interest Rate Cap Transactions” to our Consolidated Financial Statements included in Item 8. Financial Statements of this Annual Report for additional information. Tax Receivable Agreement In connection with the Reorganization Transactions, we entered into the Tax Receivable Agreement that provides the Pre-IPO Stockholders the right to receive future payments from us equal to 85% of the amount of cash savings, if any, in U.S. federal, state or local income tax that we or our subsidiaries realize (or are deemed to realize in certain circumstances) as a result of the utilization of the “Pre-IPO Tax Assets” and the making of payments under the Tax Receivable Agreement. Although the actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors including the amount, character and timing of our and our subsidiaries’ taxable income in the future and the tax rates then applicable to us and our subsidiaries, we expect the payments that will be required to be made under the Tax Receivable Agreement will be substantial and to be funded out of working capital. See “Note 10 - Income Taxes” to our Consolidated Financial Statements included in Item 8. Financial Statements of this Annual Report for additional information. The tax liability is calculated based on current tax laws and the assumption that we and our subsidiaries earn sufficient taxable income to realize the full tax benefits subject to the Tax Receivable Agreement. 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 the established liability and changes would be recorded to other (expense) income in the period we made the determination. We 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. The Tax Receivable Agreement provides that interest, at a rate equal to LIBOR (or if LIBOR ceases to be published, a replacement rate with similar characteristics) plus 3%, accrues from the due date (without extensions) of the tax return to which the applicable tax benefits relate to the date of payment specified by the Tax Receivable Agreement. Payments under the Tax Receivable Agreement, which began in fiscal year 2022, are not conditioned upon the Pre-IPO Stockholders maintaining a continued ownership of equity in the Company. 46 Table of Contents Changes in the utilization of the Pre-IPO Tax Assets will impact the amount of the liability that will be paid pursuant to the Tax Receivable Agreement. Changes in the utilization of these Pre-IPO Tax Assets are recorded in income tax expense (benefit) and any changes in the obligation under the Tax Receivable Agreement is recorded in other (income) expense, net. During the years ended December 31, 2025, 2024 and 2023, the Company recognized other income of $12.1 million, other expense of $3.9 million and other income of $7.4 million, respectively, for changes to the liability for the Tax Receivable Agreement resulting primarily from updates to the blended state income tax rate and changes in the effective federal tax rate used to measure the obligation. The changes in the effective federal tax rate were due to a change in the portion of the federal taxable income that is eligible for the FDII deduction. Additionally, during the year ended December 31, 2025, we recognized the effects of the OBBBA on the Tax Receivable Agreement liability, which represented $9.5 million of the net $12.1 million reduction to the Tax Receivable Agreement liability. The reduction was primarily due to a decrease in the expected tax savings in the fiscal years ending December 31, 2026 and beyond due to the increase in the deduction allowed for FDII enacted by the OBBBA. The adjusted liability as of December 31, 2025 was recorded as $165.1 million, of which $155.9 million was recorded in long term liabilities and $9.2 million was recorded in current liabilities. For purposes of the Tax Receivable Agreement, the amount of cash savings in U.S. federal, state or local income tax that we or our subsidiaries realize (or are deemed to realize in certain circumstances) as a result of the utilization of the Pre-IPO Tax Assets will be computed by comparing our actual U.S. federal, state and local income tax liability with our hypothetical liability had we not been able to utilize the Pre-IPO Tax Assets, taking into account several assumptions and adjustments. Payments under the Tax Receivable Agreement are expected to give rise to certain additional tax benefits. Any such tax benefits that we are deemed to realize under the terms of the Tax Receivable Agreement are covered by the Tax Receivable Agreement and will increase the amounts due thereunder. The aggregate amount payable pursuant to the Tax Receivable Agreement is dependent in large part on the reduction in taxes that we would have been required to pay absent the existence of the Pre-IPO Tax Assets. As a result, changes in tax law, and in particular the federal and state tax rates applicable to U.S. corporations, the tax rules on the amortization and depreciation of assets, and our split of U.S. to foreign income may materially impact the timing and amounts of payments by us to the Pre-IPO Stockholders pursuant to the Tax Receivable Agreement. Different timing rules apply to payments under the Tax Receivable Agreement to be made to holders that, prior to the completion of the IPO, held stock options (collectively, the “Award Holders”). Such payments will generally be deemed invested in a notional account rather than made on the scheduled payment dates, and the account will be distributed on the fifth anniversary of the IPO, together with an amount equal to the net present value of such Award Holder’s future expected payments, if any, under the Tax Receivable Agreement. Moreover, payments to holders of stock options that were unvested prior to the completion of the IPO are subject to vesting on the same schedule as such holder’s unvested stock options. If we fail to make payment by the date specified by the Tax Receivable Agreement, the Tax Receivable Agreement generally provides for interest to accrue on the unpaid amount from the date so specified until the date of actual payment, at a rate equal to LIBOR (or if LIBOR ceases to be published, a replacement rate with similar characteristics) plus 5%, except under certain circumstances specified in the Tax Receivable Agreement where we are unable to make payment by such date, in which case interest would accrue at a rate equal to LIBOR (or if LIBOR ceases to be published, a replacement rate with similar characteristics) plus 3%. Further, the Tax Receivable Agreement provides that (i) upon certain mergers, stock and asset sales, other forms of business combinations, (ii) upon certain sales or other divestitures, (iii) upon certain proceedings seeking liquidation, reorganization or other relief under bankruptcy, insolvency or similar law, event of default under certain of our indebtedness for borrowed money, or other Credit Event (as defined therein), (iv) upon a breach of any of our material obligations (that is not timely cured) under the Tax Receivable Agreement, or (v) or other Changes of Control (as defined therein) or if, at any time, we elect an early termination of the Tax Receivable Agreement, our payment obligations under the Tax Receivable Agreement will accelerate and may significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement. We will be required to make a payment intended to be equal to the present value of future payments (calculated using a discount rate equal to LIBOR (or if LIBOR ceases to be published, a replacement rate with similar characteristics) plus 1%, which may differ from our, or a potential acquirer’s, then-current cost of capital) under the Tax Receivable Agreement, which payment would be based on certain assumptions, including the assumption that we and our subsidiaries have sufficient taxable income and tax liabilities to fully utilize anticipated future tax benefits. In these situations, our, or a potential acquirer’s, obligations under the Tax Receivable Agreement could have a substantial negative impact on our, or a potential acquirer’s, liquidity and could have the effect of delaying, deferring, modifying or preventing certain mergers, asset sales, other forms of business combinations or other Changes of Control. These provisions of the Tax Receivable Agreement may result in situations where the Pre-IPO Stockholders have interests that differ from or are in addition to those of our other stockholders. 47 Table of Contents In addition, certain transactions by us could cause us to recognize taxable income (possibly material amounts of income) without a current receipt of cash. Payments under the Tax Receivable Agreement with respect to such taxable income would cause a net reduction in our available cash. For example, internal restructurings or reorganizations involving the intercompany sale or license of intellectual property rights, transactions giving rise to cancellation of debt income, the accrual of income from original issue discount or deferred payments, a “triggering event” requiring the recapture of dual consolidated losses, or “Subpart F” income would each produce income with no corresponding increase in cash. In these cases, we may use some of the Pre-IPO Tax Assets to offset income from these transactions and, under the Tax Receivable Agreement, would be required to make a payment to our Pre-IPO Stockholders even though we receive no cash corresponding to such income. Payments under the Tax Receivable Agreement will be based in part on our reporting positions. The Pre-IPO Stockholders (or their transferees or assignees) will not reimburse us for any payments previously made under the Tax Receivable Agreement if such tax benefits are subsequently disallowed, although future payments would be adjusted to the extent possible to reflect the result of such disallowance and any excess payments made to any Pre-IPO Stockholder (or such Pre-IPO Stockholder’s transferees or assignees) will be netted against future payments that would otherwise be made under the Tax Receivable Agreement, if any, after our determination of such excess. As a result, in certain circumstances, the payments we are required to make under the Tax Receivable Agreement could exceed the cash tax savings we actually realize. Contractual Obligations and Commitments The following table summarizes our material cash requirements from known contractual and other obligations as of December 31, 2025 (in thousands): Total Less Than One Year 1-3 Years 3-5 Years More Than Five Years 2022 Term Loan Facility debt (1) $ 354,750  $ —  $ —  $ 354,750  $ —  Interest on 2022 Term Loan Facility debt (2) 84,624 26,623 53,466 4,535 — Related party payable pursuant to the Tax Receivable Agreement (3) 165,064 9,206 20,849 24,762 110,247 Purchase obligations (4) 71,591 64,699 6,892 — — Operating lease obligations 3,630 842 1,942 846 — Total contractual obligations (5) $ 679,659 $ 101,370 $ 83,149 $ 384,893 $ 110,247 (1)2022 Term Loan Facility debt payments include scheduled principal payments only. (2)The 2022 Term Loan Facility is subject to variable interest rates. The interest rate on borrowings under the 2022 Term Loan Facility was 7.4% as of December 31, 2025. Assumes annual interest rate of 7.4% on the 2022 Term Loan Facility over the remaining term of the loan. (3)Represents 85% of the estimated cash savings in U.S. federal, state or local that the Company realizes in its taxable income as a result of certain existing tax attributes as per the Tax Receivable Agreement. The Company has not considered financing costs that may be incurred with respect to when tax receivable payments are due from the Company’s tax filing dates (with no extensions) to the actual filing of tax returns under extension. See “Note 10 - Income Taxes” to our Consolidated Financial Statements included in Item 8. Financial Statements of this Annual Report for additional information. (4)Purchase obligations are commitments for contracted goods and services and include non-cancelable payments. (5)As of December 31, 2025, we had no outstanding borrowings under the 2022 Revolver. The Company is required to pay a commitment fee of 0.25% to 0.50% per annum on unused commitments under the 2022 Revolver based upon our First Lien Leverage Ratio (as defined in the 2022 Credit Agreement). Critical Accounting Estimates Our Consolidated Financial Statements included elsewhere in this Annual Report have been prepared in accordance with GAAP. The preparation of financial statements requires us to make estimates and assumptions about future events that affect amounts reported in our Consolidated Financial Statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. We evaluate our accounting policies, estimates and judgments on an ongoing basis. We base our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. 48 Table of Contents We believe that the following items are critical accounting estimates, as they (1) involve a higher degree of judgment or complexity and (2) are most significant to reporting our results of operations and financial position. The following critical accounting estimates reflect the significant estimates and judgments used in the preparation of our Consolidated Financial Statements. With respect to the critical accounting estimates, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on subsequent results of operations. In addition, there are other items within our financial statements that require estimation, but are not deemed critical as defined above. More information on the Company’s significant accounting policies can be found in the footnotes to our audited Consolidated Financial Statements included in “Note 2 - Summary of Significant Accounting Policies” in Item 8 of this Annual Report. Revenue Recognition In the normal course of business, we offer various incentives to customers such as sales discounts and other incentives and allowances, which give rise to variable consideration. The amount of variable consideration is estimated at the time of sale based on either the expected value method or the most likely amount, depending on the nature of the variability. Actual incentives and allowances upon completion of a promotion are inherently uncertain and thus may differ from our estimates. We regularly review and revise, when deemed necessary, our estimates of variable consideration based on both customer-specific expectations as well as historical rates of realization. If actual or expected promotional allowances were significantly greater or lower than the accrual for the allowance we had established, we would record a reduction or increase to net sales in the period in which we made such determination. Inventory Excess and obsolete inventory reductions are determined based on assumptions about future demand and sales prices, estimates of the impact of competition, and the age of inventory. Given uncertainty in general economic and business conditions in the U.S. and international markets, public and consumer preferences, changes in buying patterns of both retailers and consumers, competition in the beauty industry, and inventory management of customers, judgment is required to evaluate future demand for our products. If actual conditions are less favorable than those previously estimated by management, additional inventory write-downs could be required. We do not believe a 10% change in the demand assumptions used in calculating our inventory reserves would have a material effect on our net earnings or the reported carrying value of our inventory. Tax Receivable Agreement The Tax Receivable Agreement liability is based on current tax laws and the assumption that the Company and its subsidiaries earn sufficient taxable income to realize the full tax benefits subject to the Tax Receivable Agreement. 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 the established liability and changes would be recorded to other (income) expense in the period we made the determination. We 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. Payments under the Tax Receivable Agreement, which began in fiscal year 2022, are not conditioned upon the parties’ continued ownership of equity in the Company. See “Note 10 - Income Taxes” to our Consolidated Financial Statements included in Item 8. Financial Statements of this Annual Report for additional information. Goodwill Goodwill is evaluated for impairment on an annual basis during the fourth fiscal quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Our impairment evaluation of goodwill consists of a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If this qualitative assessment indicates it is more likely than not that the estimated fair value of the reporting unit exceeds its carrying value, no further analysis is required, and goodwill is not impaired. Our qualitative assessment considers factors including changes in the competitive market, budget-to-actual performance, trends in market capitalization for us and our peers, turnover in key management personnel and overall changes in the macroeconomic environment. We performed the qualitative assessment as of October 1, 2025 and determined that a quantitative test should be performed for our reporting unit given the volatility in our stock price. As a result of the quantitative assessment, it was concluded that the fair value of the reporting unit exceeded its carrying value by approximately 22%. No impairment of goodwill was recorded. 49 Table of Contents We estimated the fair value of our reporting unit using a combination of an income approach and a market approach, which were both weighted equally. The fair value measurements were based on unobservable inputs, with key assumptions including, but not limited to, our forecasted future operating cash flows, terminal growth rates, market multiples, and discount rates. To determine the fair value of our reporting unit, we have used expected growth rates that are in line with expected market growth rates. The terminal value was calculated assuming a projected growth rate of 3.0%. These rates reflect our estimate of long-term growth into perpetuity and approximate the long-term gross domestic product growth expected on a global basis. The estimated weighted-average cost of capital for the reporting unit was determined to be 12.0%. Certain future events and circumstances, including deterioration of market conditions, decline in our stock price, higher cost of capital, and a decline in actual and expected consumer consumption and demands, could result in changes to these assumptions and judgments. A downward revision of these assumptions could cause the fair values of our single reporting unit to fall below its respective carrying value and we may be required to record a goodwill impairment charge. We believe the assumptions used in calculating the estimated fair value of the reporting units are reasonable and attainable. However, we may not achieve such results and may need to recognize impairment of goodwill in the future due to other market conditions or changes in our interest rates. Recognition of impairment of a significant portion of our goodwill would negatively affect our reported results of our operations. New Accounting Pronouncements See “Note 2 - Summary of Significant Accounting Policies” to our Consolidated Financial Statements included in Item 8. Financial Statements of this Annual Report for information regarding new accounting pronouncements. 50 Table of Contents