SEC Form 4 · accession 0001193125-26-297683
OLAPLEX HOLDINGS, INC. · OLPX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Duffy
Officer — General Counsel
Period of report
Jul 7, 2026
Accepted (ET)
Jul 7, 2026 · 5:30 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001868726
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1 | Jul 7, 2026 | D | 971,384 | $2.06 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Stock OptionsF3,F4 | $14.95 | Jul 7, 2026 | D | 85,000 | D | — | — | Common Stock | 85,000 | 0 | D |
| Company Stock OptionsF3,F4 | $5.41 | Jul 7, 2026 | D | 85,000 | D | — | — | Common Stock | 85,000 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated March 26, 2026, by and among the Issuer, Henkel US Operations Corporation ("Parent"), and Margot Acquisition Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, the "Transactions"). At the effective time of the Merger (the "Effective Time"), each share of Common Stock of the Issuer (each, a "Share") issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive $2.06 per Share in cash (the "Merger Consideration"), without interest, subject to any withholding of taxes required by applicable law.
- F2At the Effective Time, each award of restricted stock units covering Shares granted under the Issuer's 2021 Equity Incentive Plan, the Issuer's Amended & Restated 2020 Omnibus Equity Incentive Plan, or any other effective equity or equity-based incentive plan sponsored by the Issuer or its affiliates (collectively, the "Company Equity Plans") (each such award, a "Company RSU Award") that was outstanding immediately prior to the Effective Time (whether vested or unvested) was, by virtue of the Merger, automatically cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the aggregate number of Shares underlying such Company RSU Award, multiplied by (y) the Merger Consideration. The amount reported includes 803,173 Shares underlying the Reporting Person's Company RSU Awards, which were automatically cancelled and converted into the right to receive the Merger Consideration at the Effective Time.
- F3At the Effective Time, each option to purchase Shares granted under the Issuer's Company Equity Plans (each, a "Company Option") that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was, by virtue of the Merger, automatically cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the aggregate number of Shares underlying such Company Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per Share exercise price of such Company Option; provided, however, that any Company Option that had a per Share exercise price that was equal to or greater than the Merger Consideration was cancelled for no consideration.
- F4(Continued from footnote 3) The Reporting Person held Company Options in two tranches: (i) 85,000 Company Options with a per Share exercise price of $14.95 and (ii) 85,000 Company Options with a per Share exercise price of $5.41. Both exercise prices exceeded the Merger Consideration of $2.06 per Share. Accordingly, all 170,000 of the Reporting Person's Company Options were cancelled for no consideration at the Effective Time.