OLAPLEX HOLDINGS, INC. 8-K

What Happened
Olaplex Holdings, Inc. (OLPX) announced on March 26, 2026 that it entered into an Agreement and Plan of Merger with Henkel US Operations Corporation and a Henkel merger subsidiary. Under the agreement, Merger Sub will merge into Olaplex, with Olaplex surviving as a wholly owned subsidiary of Henkel, and each outstanding Olaplex common share (other than treasury shares and valid dissenting shares) will be converted into the right to receive $2.06 per share in cash. The Olaplex board unanimously approved the transaction and recommended stockholder approval. Principal stockholders affiliated with Advent (holding approximately 75% of shares) delivered a written consent adopting the Merger Agreement on March 26, 2026. The company also issued a press release the same day.

Key Details

• Merger consideration: $2.06 per share in cash, payable at the Effective Time (net of required tax withholding).
• Stockholder support: Olaplex board unanimous; Advent‑affiliated Principal Stockholders (~75% of shares) provided written consent on March 26, 2026.
• Treatment of equity awards: outstanding options will be cashed out for the value = (# shares underlying option) × max(0, $2.06 − exercise price); options with strike ≥ $2.06 cancelled for no value. RSUs will be cashed out at # shares × $2.06.
• Termination/ timing: outside date March 31, 2027 (extendable to Sept 30, 2027 in specified circumstances); Company may owe a $40,440,000 termination fee in certain termination scenarios.

Why It Matters
This agreement would take Olaplex private as a Henkel subsidiary and provides a fixed cash payout of $2.06 per share to public holders who do not validly dissent. The large, same‑day written consent from Advent‑affiliated holders (≈75%) substantially increases the likelihood the merger will be approved, but closing still requires customary conditions including stockholder approval where needed, a 20‑day mail/wait period under Regulation 14C, antitrust and foreign regulatory clearances (including HSR and reviews in Germany, Australia and the U.K.), and no material adverse change. The TRA (tax receivable agreement) was also amended/partially waived in connection with the merger, which affects post‑closing TRA payments. Retail investors should note the cash‑out treatment of employee equity awards and the possible termination fee exposure described in the filing.