An investment in our common stock involves risks. Investors should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in the 2025 Form 10-K, as supplemented by the risk factors set forth below, together with the other information contained in this Quarterly Report. The risks described in Part I, “Item 1A. Risk Factors” in the 2025 Form 10-K and below reflect our beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future. If any of the following risks actually occurs, our business, prospects, operating results and financial condition could suffer materially, and the trading price of our common stock could decline. The risks and uncertainties described below and in the 2025 Form 10-K are not the only ones we face. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial also may materially and adversely affect our business, prospects, operating results or financial condition. See “Special Note Regarding Forward-Looking Statements” of this Quarterly Report. The following risk factors supplement the risk factors discussed in Part I, “Item 1A. Risk Factors” in the 2025 Form 10-K. Risks Related to the Merger Failure to complete the Merger, or delays in completing the Merger, could materially adversely affect our business, financial condition, results of operations and stock price. The proposed Merger is subject to various closing conditions, including, among other things, the expiration or termination of the applicable waiting period under the HSR Act and the receipt of regulatory approvals under the laws of Germany, Australia and the United Kingdom, the mailing of the information statement on Schedule 14C and the expiration of a twenty-calendar-day waiting period thereafter, the absence of any law or governmental order prohibiting the Merger, and other customary closing conditions. It is possible that a governmental authority may enjoin or otherwise prohibit the consummation of the Merger, or that certain required regulatory approvals may not be obtained on a timely basis or at all. If any condition to the closing of the Merger is not satisfied or, if permissible, waived, the Merger will not be completed. In addition, satisfying the conditions to the closing of the Merger may take longer than we expect. Furthermore, during the period between now and completion of the Merger, our business, results of operations and financial condition may be adversely impacted by, or otherwise change as a result of, a variety of factors, and such changes could affect the likelihood, timing or perceived benefits of the Merger. The conditions to closing may not be satisfied or waived or other events may intervene to delay or result in the failure to consummate the Merger. In addition, the Merger Agreement may be terminated under certain circumstances, including if there has been a material breach by the Company of its representations, warranties or covenants or if a Company Material Adverse Effect (as defined in the Merger Agreement) has occurred since the signing of the Merger Agreement. If the Merger is not completed, our ongoing business may be adversely affected, and we will be subject to a number of risks, including the following: •we may be required to pay Parent a termination fee of $40,440,000 if the Merger Agreement is terminated under certain circumstances, and/or damages pursuant to the Merger Agreement; •the Merger Agreement places certain restrictions on the conduct of our business, which may delay or prevent us from undertaking business opportunities that, absent the Merger Agreement, may have been pursued; 30 Table of Contents •we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisory and printing fees; •if the Merger Agreement is terminated, the Tax Receivable Agreement Waiver and Amendment entered into in connection with the Merger may be null and void ab initio and our obligations under the Tax Receivable Agreement may continue in full force and effect; and •matters relating to the Merger (including integration planning) may require substantial commitments of time and resources by our management, which could otherwise have been devoted to other opportunities that may have been beneficial to the Company, in each case, without realizing any of the benefits of having completed the Merger, which may adversely affect our business and financial results. The market price of our Common Stock might decline materially as a result of any such failure to complete the Merger, to the extent that the current market prices reflect a market assumption that the Merger will be completed. If that were to occur, it is uncertain when, if ever, the price of our Common Stock would return to the price levels at which shares of our Common Stock currently trade. We may also be negatively impacted if the Merger Agreement is terminated and our Board seeks but is unable to find another business combination or strategic transaction offering equivalent or more attractive benefits than the benefits expected to be provided in the Merger. Our officers or members of our Board may also be subject to litigation related to entering into or failing to consummate the Merger. Uncertainty about the Merger may adversely affect our business and our relationships with employees, customers, suppliers and others with whom we do business, and the Merger may disrupt our current plans and operations or divert management’s attention away from ongoing business opportunities and operational matters. Uncertainty about the completion or effect of the Merger may affect the relationship between us and our employees, customers, manufacturers, suppliers, and other business partners which may have an adverse effect on our business, financial condition and results of operations. In addition, such uncertainty may disrupt our current plans and operations and may require a substantial commitment of time and resources by our management, which could otherwise have been devoted to other opportunities and operational matters. These uncertainties may cause customers, suppliers and others that deal with us to seek to change existing business relationships and to delay or defer decisions concerning us. Further, pursuant to the Merger Agreement, we are subject to certain restrictions during the pendency of the proposed transaction that may impact our ability to pursue certain business opportunities, strategic transactions or initiatives. Changes to existing business relationships, including termination or modification, could negatively affect our revenues, earnings and cash flow, as well as the market price of our Common Stock. In addition, we are dependent on the experience and industry knowledge of our officers, key management personnel and other key employees to operate our business and execute our business plans. Uncertainty regarding the Merger, including the possibility of a delay in consummation or that the Merger will not be consummated, as well as uncertainty about employee roles following the Merger, may have an adverse effect on our ability to attract or retain key management personnel and other key employees. Our business could be negatively impacted if key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with the business if the Merger is not consummated, and it may be difficult to attract new employees to fill such roles due to uncertainty related to the Merger. Adverse effects arising from the pendency of the Merger could be exacerbated by any delays in consummation of the Merger or termination of the Merger Agreement. Any legal proceedings filed against us in connection with the Merger could delay or prevent the completion of the Merger. Transactions such as the Merger often give rise to lawsuits by stockholders or other third parties. One of the conditions to the closing of the Merger is that the consummation of the Merger is not then prohibited or made illegal by any law, order, injunction or decree. In connection with the Merger, plaintiffs may file lawsuits against us and/or our directors and officers. Such legal proceedings could also prevent or delay the completion of the Merger and result in additional costs. In addition, if any lawsuit is successful in obtaining an injunction prohibiting us or Parent from consummating the Merger on the agreed-upon terms, the injunction may prevent the Merger from being completed within the expected timeframe, or at all. If the Merger is prevented or delayed, the lawsuits could result in substantial costs, including any costs associated with the indemnification of directors. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect our business, financial condition or results of operations. 31 Table of Contents The Merger may involve regulatory risks. Consummation of the Merger is conditioned upon, among other things, the expiration or termination of the waiting period under the HSR Act and the receipt of approvals, waivers or the expiration of waiting, notice, approval or review periods under the laws of Germany, Australia and the United Kingdom. These regulatory approvals may not be obtained on a timely basis or at all, and the granting of such approvals could involve the imposition of conditions that could adversely affect the Company or cause the parties to abandon the Merger. Under the Merger Agreement, the initial outside date for completion of the Merger is March 31, 2027, and will be automatically extended to September 30, 2027 if regulatory approvals remain the sole unsatisfied condition as of the initial outside date. Delays in obtaining regulatory approvals could reduce the anticipated benefits of the Merger or result in additional costs. The Merger Agreement contains provisions that prevent the Company from accepting an alternative acquisition. As a result of the execution and delivery of a written consent adopting the Merger Agreement by certain investment funds affiliated with Advent International Corporation, which held approximately 75% of the issued and outstanding shares of common stock of Olaplex Holdings as of such date, the Company is not permitted to terminate the Merger Agreement to enter into an agreement for an alternative acquisition. The Merger Agreement also contains provisions that may discourage a third party from submitting an alternative proposal to us should the Merger not be consummated, which proposal might result in greater value to our stockholders than the Merger. Specifically, we may be required to pay to Parent a termination fee in cash equal to $40,440,000 under certain circumstances involving acquisition proposals for competing transactions during a specified period following termination of the Merger Agreement. If the Merger Agreement is terminated and we determine to seek another strategic transaction, we may not be able to negotiate a transaction on terms comparable to, or better than, the terms of the proposed Merger.