NATURE OF OPERATIONS AND BASIS OF PRESENTATION	3 Months Ended
Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND BASIS OF PRESENTATION	NATURE OF OPERATIONS AND BASIS OF PRESENTATION Olaplex Holdings, Inc. (“Olaplex Holdings” and, together with its subsidiaries, the “Company”) is a Delaware corporation that was incorporated on June 8, 2021. Olaplex Holdings is organized as a holding company and operates indirectly through Olaplex, Inc., its wholly owned indirect subsidiary, which conducts business under the name “Olaplex”. Olaplex is a foundational health and beauty company powered by breakthrough innovation that starts with and is inspired by the professional hairstylist. Olaplex’s products are designed to enable professional hairstylists and their clients to achieve their best results and to provide consumers with a holistic hair regimen that starts by establishing a foundation for healthy hair. Basis of Presentation The accompanying unaudited, interim Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) with all intercompany balances and transactions eliminated, for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited, interim Condensed Consolidated Financial Statements furnished reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. The unaudited, interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying footnotes included in the Company’s 2025 Form 10-K, as filed with the SEC on March 5, 2026. Proposed Acquisition by Henkel US Operations Corporation On March 26, 2026, Olaplex Holdings entered into an Agreement and Plan of Merger (as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Olaplex Holdings, Henkel US Operations Corporation, a Delaware corporation (“Parent”), and Margot Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of conditions set forth therein, Merger Sub will merge with and into Olaplex Holdings, with Olaplex Holdings continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”), in accordance with the General Corporation Law of the State of Delaware (“DGCL”). The board of directors of Olaplex Holdings (the “Board”) unanimously: (i) determined that the Merger Agreement and the Merger and the other transactions contemplated therein (collectively, the “Transactions”) are advisable, fair to and in the best interests of Olaplex Holdings and its stockholders (the “Company Stockholders”), (ii) approved, adopted and declared advisable the entrance into and execution and delivery of the Merger Agreement and the Transactions, including the Merger, (iii) directed that the Merger Agreement be submitted to the Company Stockholders for its adoption and (iv) subject to the terms and conditions of the Merger Agreement, recommended that the Company Stockholders adopt the Merger Agreement. The adoption of the Merger Agreement by the Company Stockholders required the affirmative vote or written consent by holders of a majority of the voting power of the outstanding shares of common stock, par value $0.001 per share, of Olaplex Holdings (the “Common Stock”) entitled to vote thereon. On March 26, 2026, investment funds affiliated with Advent International Corporation (the “Principal Stockholders”), which held approximately 75% of the issued and outstanding shares of Common Stock as of such date, executed and delivered a written consent adopting the Merger Agreement. As a result, no further action by any Company Stockholder is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement. Pursuant to the Merger Agreement, (i) each share (a “Share” and collectively, the “Shares”) of Common Stock issued and outstanding immediately prior to the date and time at which the Merger becomes effective (the “Effective Time”) (other than those shares of Common Stock described in clauses (ii) and (iii) below) will be converted automatically into the right to receive $2.06 per Share (the “Merger Consideration”), payable net to the holder in cash, without interest, subject to any withholding of taxes required by applicable law as provided in the Merger Agreement, and all such Shares will no longer be outstanding and will automatically be cancelled and will cease to exist; (ii) each Share held by Olaplex Holdings as treasury stock or held directly by Parent or Merger Sub, or any direct or indirect wholly owned subsidiaries of Olaplex Holdings, Parent or Merger Sub, in each case, immediately prior to the Effective Time, shall automatically be cancelled and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof; and (iii) each Share issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand, and has properly demanded, appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and such Shares shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled to the rights granted to them under the DGCL with respect to such Dissenting Shares. Pursuant to the Merger Agreement, at the Effective Time each outstanding Olaplex Holdings equity award will be treated as follows (in all cases, subject to applicable tax withholding): •At the Effective Time, each option to purchase Shares granted under the Company’s 2021 Equity Incentive Plan, the Company’s Amended & Restated 2020 Omnibus Equity Incentive Plan and any other effective equity or equity-based incentive plan sponsored by the Company or any of its affiliates (each such option a “Company Option”, and such equity or equity-based incentive plans, collectively, the “Company Equity Plans”) that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) shall, by virtue of the Merger, automatically and without any required action on the part of the holder thereof, the Company or Parent be 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 has a per Share exercise price that is equal to or greater than the Merger Consideration shall be cancelled for no consideration; and •At the Effective Time, each award of restricted stock units covering Shares granted under the Company Equity Plans (each, a “Company RSU Award”) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall, by virtue of the Merger, automatically and without any required action on the part of the holder thereof, the Company or Parent be 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 Merger Agreement contains customary representations, warranties and covenants that the Company must observe, including certain interim operating covenants that may restrict the Company’s operations during the pendency of the Merger, subject to certain exceptions. In addition, the Merger Agreement contains certain termination rights that may require the Company to pay Parent a termination fee of $40,440,000 under certain circumstances. For additional details regarding the Merger and the terms thereof, refer to the Merger Agreement, a copy of which is incorporated by reference as an exhibit to this Quarterly Report. The Merger is subject to customary closing conditions, including, without limitation, (i) twenty calendar days having elapsed since the Company mailed to its stockholders the information statement as contemplated by Regulation 14C of the Exchange Act, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and approvals under the laws of Germany, Australia and the United Kingdom, and (iii) the absence of any law or governmental order prohibiting the Merger. The initial outside date for completion of the Merger is March 31, 2027, which may be extended to September 30, 2027 if, as of such initial date, all conditions to the closing of the Merger other than conditions relating to the HSR Act or other applicable antitrust and foreign direct investment laws have been satisfied or waived. The Company cannot predict with certainty, however, whether or when all the required closing conditions will be satisfied or if the Merger will close at all. Concurrently with the execution and delivery of the Merger Agreement, the Company entered into a limited waiver and amendment (the “Tax Receivable Agreement Waiver and Amendment”) to the Tax Receivable Agreement, pursuant to which certain Tax Receivable Agreement parties irrevocably waived their rights to receive any remaining payments under the Tax Receivable Agreement, and the Tax Receivable Agreement was amended to provide for its automatic termination upon the Effective Time, subject to the payment of certain amounts to non-waiving Tax Receivable Agreement parties. If the Merger Agreement is terminated in accordance with its terms, the Tax Receivable Agreement Waiver and Amendment will be null and void ab initio and all obligations under the Tax Receivable Agreement will continue in full force and effect.

Olaplex Holdings, Inc. (“Olaplex Holdings” and, together with its subsidiaries, the “Company”) is a Delaware corporation that was incorporated on June 8, 2021. Olaplex Holdings is organized as a holding company and operates indirectly through Olaplex, Inc., its wholly owned indirect subsidiary, which conducts business under the name “Olaplex”. Olaplex is a foundational health and beauty company powered by breakthrough innovation that starts with and is inspired by the professional hairstylist. Olaplex’s products are designed to enable professional hairstylists and their clients to achieve their best results and to provide consumers with a holistic hair regimen that starts by establishing a foundation for healthy hair.

The accompanying unaudited, interim Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) with all intercompany balances and transactions eliminated, for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited, interim Condensed Consolidated Financial Statements furnished reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. The unaudited, interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying footnotes included in the Company’s 2025 Form 10-K, as filed with the SEC on March 5, 2026.

On March 26, 2026, Olaplex Holdings entered into an Agreement and Plan of Merger (as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Olaplex Holdings, Henkel US Operations Corporation, a Delaware corporation (“Parent”), and Margot Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of conditions set forth therein, Merger Sub will merge with and into Olaplex Holdings, with Olaplex Holdings continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”), in accordance with the General Corporation Law of the State of Delaware (“DGCL”).

The board of directors of Olaplex Holdings (the “Board”) unanimously: (i) determined that the Merger Agreement and the Merger and the other transactions contemplated therein (collectively, the “Transactions”) are advisable, fair to and in the best interests of Olaplex Holdings and its stockholders (the “Company Stockholders”), (ii) approved, adopted and declared advisable the entrance into and execution and delivery of the Merger Agreement and the Transactions, including the Merger, (iii) directed that the Merger Agreement be submitted to the Company Stockholders for its adoption and (iv) subject to the terms and conditions of the Merger Agreement, recommended that the Company Stockholders adopt the Merger Agreement.

The adoption of the Merger Agreement by the Company Stockholders required the affirmative vote or written consent by holders of a majority of the voting power of the outstanding shares of common stock, par value $0.001 per share, of Olaplex Holdings (the “Common Stock”) entitled to vote thereon. On March 26, 2026, investment funds affiliated with Advent International Corporation (the “Principal Stockholders”), which held approximately 75% of the issued and outstanding shares of Common Stock as of such date, executed and delivered a written consent adopting the Merger Agreement. As a result, no further action by any Company Stockholder is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement.

Pursuant to the Merger Agreement, (i) each share (a “Share” and collectively, the “Shares”) of Common Stock issued and outstanding immediately prior to the date and time at which the Merger becomes effective (the “Effective Time”) (other than those shares of Common Stock described in clauses (ii) and (iii) below) will be converted automatically into the right to receive $2.06 per Share (the “Merger Consideration”), payable net to the holder in cash, without interest, subject to any withholding of taxes required by applicable law as provided in the Merger Agreement, and all such Shares will no longer be outstanding and will automatically be cancelled and will cease to exist; (ii) each Share held by Olaplex Holdings as treasury stock or held directly by Parent or Merger Sub, or any direct or indirect wholly owned subsidiaries of Olaplex Holdings, Parent or Merger Sub, in each case, immediately prior to the Effective Time, shall automatically be cancelled and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof; and (iii) each Share issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand, and has properly demanded, appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and such Shares shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled to the rights granted to them under the DGCL with respect to such Dissenting Shares.

•At the Effective Time, each option to purchase Shares granted under the Company’s 2021 Equity Incentive Plan, the Company’s Amended & Restated 2020 Omnibus Equity Incentive Plan and any other effective equity or equity-based incentive plan sponsored by the Company or any of its affiliates (each such option a “Company Option”, and such equity or equity-based incentive plans, collectively, the “Company Equity Plans”) that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) shall, by virtue of the Merger, automatically and without any required action on the part of the holder thereof, the Company or Parent be 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 has a per Share exercise price that is equal to or greater than the Merger Consideration shall be cancelled for no consideration; and

•At the Effective Time, each award of restricted stock units covering Shares granted under the Company Equity Plans (each, a “Company RSU Award”) that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall, by virtue of the Merger, automatically and without any required action on the part of the holder thereof, the Company or Parent be 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 Merger Agreement contains customary representations, warranties and covenants that the Company must observe, including certain interim operating covenants that may restrict the Company’s operations during the pendency of the Merger, subject to certain exceptions. In addition, the Merger Agreement contains certain termination rights that may require the Company to pay Parent a termination fee of $40,440,000 under certain circumstances. For additional details regarding the Merger and the terms thereof, refer to the Merger Agreement, a copy of which is incorporated by reference as an exhibit to this Quarterly Report.

The Merger is subject to customary closing conditions, including, without limitation, (i) twenty calendar days having elapsed since the Company mailed to its stockholders the information statement as contemplated by Regulation 14C of the Exchange Act, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and approvals under the laws of Germany, Australia and the United Kingdom, and (iii) the absence of any law or governmental order prohibiting the Merger. The initial outside date for completion of the Merger is March 31, 2027, which may be extended to September 30, 2027 if, as of such initial date, all conditions to the closing of the Merger other than conditions relating to the HSR Act or other applicable antitrust and foreign direct investment laws have been satisfied or waived. The Company cannot predict with certainty, however, whether or when all the required closing conditions will be satisfied or if the Merger will close at all.