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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)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026
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 08/14/2026 M 7,331 A $0 93,887 D
Common Stock 08/14/2026 F 3,730(1) D $26.18 97,617 D
Common Stock 08/14/2026 M 3,666 A $0 93,951 D
Common Stock 08/14/2026 F 1,865(2) D $26.18 95,816 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
Restricted Stock Units $0(3) 08/14/2026 A 22,493 (4) (4) Common Stock 22,493 $0 22,493 D
Stock Option (right to buy) $26.18 08/14/2026 A 40,471 (5) 08/13/2036 Common Stock 40,471 $0 40,471 D
Stock Option (right to buy) $26.18 08/14/2026 A 37,962 (6) 08/13/2036 Common Stock 37,962 $0 37,962 D
Performance Stock Option (right to buy) $26.18 08/14/2026 A 131,830 (7) 08/13/2036 Common Stock 131,830 $0 131,830 D
Performance Stock Option (right to buy) $26.18 08/14/2026 A 123,659 (8) 08/13/2036 Common Stock 123,659 $0 123,659 D
Performance Stock Units $0 08/14/2026 M 7,331 (9) 12/31/2027 Common Stock 7,331 $0 93,887 D
Performance Stock Units $0 08/14/2026 M 3,666 (10) 12/31/2027 Common Stock 3,666 $0 97,553 D
Explanation of Responses:
1. On August 14, 2026, the third tranche of 7,331 performance stock units ("PSUs") awarded to the Reporting Person under the Issuer's 2025 Performance Stock Award Program ("2025 PSU Program") in connection with his annual equity grant vested, of which 3,730 shares were withheld to satisfy taxes.
2. On August 14, 2026, the third tranche of 3,666 PSUs awarded to the Reporting Person under the Issuer's 2025 PSU Program in connection with his expanded role as President and Chief Operating Officer vested, of which 1,865 shares were withheld to satisfy taxes.
3. Each RSU represents the right to receive one share of the Corporation's common stock upon vesting.
4. The Reporting Person was granted Issuer restricted stock units (RSUs) on August 14, 2026 (the "Grant Date"). These RSUs vest as to 1/3 on the first anniversary of the Grant Date, and the remaining 2/3 vesting in 24 substantially equal monthly installments thereafter.
5. The Reporting Person was granted an option to purchase 40,471 shares of Company common stock. The shares underlying the option vest over three years from the Grant Date, with one-third vesting on the first anniversary of the Grant Date and the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter
6. The Reporting Person was granted an option to purchase 37,962 shares of Company common stock. The shares underlying the option vest over 42 months from the Grant Date, with one-third vesting on the 18-month anniversary of the Grant Date and the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter.
7. The Reporting Person was granted a performance option to purchase 131,830 shares of Company common stock. The shares underlying the option vest over a performance period ending on the earlier of a change in control and the 10-year anniversary of the Grant Date, subject to achievement of stock-price hurdles of $50.00, $75.00 and $100.00 per share, and time vest as to one-third on the first anniversary of the Grant Date with the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter.
8. The Reporting Person was granted a performance option to purchase 123,659 shares of Company common stock. The shares underlying the option vest over a performance period ending on the earlier of a change in control and the 10-year anniversary of the Grant Date, subject to achievement of stock-price hurdles of $50.00, $75.00 and $100.00 per share, and time vest as to one-third on the 18-month anniversary of the Grant Date with the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter.
9. Represents the settlement of the third tranche of PSUs awarded to the Reporting Person in connection with his annual equity grant under the 2025 PSU Program. The number of shares 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.
10. Represents the settlement of the third tranche of PSUs 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.
/s/ Warren Foust 08/18/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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