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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Foust Warren
(Last) (First) (Middle)
25510 COMMERCENTRE DRIVE
(Street)
LAKE FOREST CA 92630
(City) (State) (Zip)
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)
Interim Co-CEO and Pres. & COO
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
4. If Amendment, Date of 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
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 14,662 A $0 81,579 D
Common Stock 05/15/2026 F 7,460(1) D $32.07 74,119 D
Common Stock 05/15/2026 A 7,331 A $0 81,450 D
Common Stock 05/15/2026 F 3,730(2) D $32.07 77,720 D
Common Stock 05/15/2026 A 7,331 A $0 85,051 D
Common Stock 05/15/2026 F 3,730(3) D $32.07 81,321 D
Common Stock 05/15/2026 A 3,666 A $0 84,987 D
Common Stock 05/15/2026 F 1,865(4) D $32.07 83,112 D
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 Securities Underlying Derivative Security (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: 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 14,662 (5) 12/31/2027 Common Stock 14,662 $0 14,662 D
Performance Stock Units $0 05/15/2026 M 7,331 (6) 12/31/2027 Common Stock 7,331 $0 21,993 D
Performance Stock Units $0 05/15/2026 M 7,331 (7) 12/31/2027 Common Stock 7,331 $0 29,324 D
Performance Stock Units $0 05/15/2026 M 3,666 (8) 12/31/2027 Common Stock 3,666 $0 32,990 D
Explanation of Responses:
1. On May 15, 2026, the first tranche of 14,662 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 his annual equity grant vested, of which 7,460 shares were withheld to satisfy taxes .
2. On May 15, 2026, the second tranche of 7,331 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with his annual equity grant vested, of which 3,730 shares were withheld to satisfy taxes.
3. On May 15, 2026, the first tranche of 7,331 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with his expanded role as President & Chief Operating Officer vested, of which 3,730 shares were withheld to satisfy taxes.
4. On May 15, 2026, the second tranche of 3,666 PSUs awarded to the Reporting Person under the 2025 PSU Program in connection with his expanded role as President & Chief Operating Officer vested, of which 1,865 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 his 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 his 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 his expanded role as President & Chief Operating 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 his expanded role as President & Chief Operating 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.
/s/ Warren Foust 05/19/2026
** Signature of Reporting Person Date
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* 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).
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