ANDREWS DEBORAH J 4

What Happened
Deborah J. Andrews, Interim Co‑CEO and CFO of STAAR Surgical (STAA), had two tranches of performance stock units (PSUs) vest on May 15, 2026. The first tranche of 10,466 PSUs and the second tranche of 5,233 PSUs were settled into 15,699 shares in total. To satisfy tax withholding obligations, the company withheld 3,755 shares from the first tranche and 1,877 shares from the second tranche (total withheld = 5,632), with an attributable value of approximately $180,618 (at $32.07 per share). No cash purchase was made — the PSUs converted to shares (reported as derivative exercises/settlements).

Key Details

• Transaction dates: May 15, 2026 (filing dated May 19, 2026).
• Actions reported: A (award/settlement of PSUs), M (exercise/conversion of derivative — settlement of PSUs), F (shares withheld to satisfy tax withholding).
• Shares settled: 10,466 and 5,233 (total 15,699).
• Shares withheld for taxes: 3,755 and 1,877 (total 5,632), valued at ~$120,423 and ~$60,195 respectively (combined ~$180,618) using $32.07/share.
• Cash exchanged: $0 for the PSU settlement; withholding resulted in the disposition of withheld shares (no open‑market sell reported).
• Shares owned after transaction: Not disclosed in the Form 4.
• Notable footnotes: The PSUs were part of the issuer’s 2025 PSU Program, structured in five tranches measured by trailing four‑quarter GAAP revenue through fiscal 2027; PSUs can be earned 0–200% of target based on performance. The original grant was exempt under Rule 16b‑3(d) and was not previously reported; the number earned was certified by the Compensation Committee.

Context and plain English explanation:

• These were performance‑based equity awards (PSUs) that vested and were settled into common shares — the filing shows conversion of the award into stock rather than a purchase.
• The withheld shares to cover taxes are routine and reported as dispositions (F code); this is not an active open‑market sale indicating a directional bet by the insider.
• PSUs are subject to performance measurement (trailing four‑quarter revenue through fiscal 2027) and can pay out between 0–200% of target depending on results; each PSU represents one share when settled.