Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 4, 2026, STAAR Surgical Company (the "Company") entered into a letter agreement with Nathaniel Sisitsky, the Company's Chief Legal Officer and Corporate Secretary (the "Letter Agreement"), that provides for Mr. Sisitsky's termination of employment, effective as of February 4, 2026 (the "Separation Date"). Mr. Sisitsky's termination of employment with the Company will be treated as a termination by the Company without cause for all purposes. The Company also entered into a consulting agreement with Mr. Sisitsky, effective as of the Separation Date, pursuant to which Mr. Sisitsky has agreed to provide consulting services (the "Consulting Services") related to the performance and transition of responsibilities for the Company's legal function, through March 13, 2026, or such earlier date as is determined by the parties.

The Letter Agreement provides that, in accordance with Mr. Sisitsky's Severance Agreement with the Company, dated as of December 12, 2023 (the "Severance Agreement"), Mr. Sisitsky will be eligible to receive Base Pay and Employee Benefits (as each such term is defined in the Severance Agreement), including payment of the equivalent of twelve (12) months of Mr. Sisitsky's base salary and reimbursement of premiums for continued coverage under the Company's insurance benefit plans for a period of twelve (12) months, in each case subject to the execution and nonrevocation by Mr. Sisitsky of a general release. Pursuant to the Letter Agreement, the Company also agreed that Mr. Sisitsky shall be entitled to receive his 2025 annual bonus, on the same basis and at the same time as it pays 2025 annual bonuses to executives who remain employed on the payment date, as well as the remaining unpaid installment of Mr. Sisitsky's cash recognition and retention award, in the amount of $75,000. In addition, restricted stock units ("RSUs") previously granted to Mr. Sisitsky that would otherwise vest in March 2026 (the "March RSUs") were accelerated and vested as of the Separation Date. All other equity awards granted to Mr. Sisitsky, including outstanding stock options, unvested performance stock units, and unvested RSUs (other than the March RSUs) were forfeited for no consideration as of the Separation Date. Mr. Sisitsky shall receive consulting fees of $8,000 per week as payment for the Consulting Services, and he shall be eligible for a supplemental "Completion Fee" of $10,000 upon the successful completion of the Consulting Services, as determined by the Company.