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- Delisting (new) — Company delisted from Nasdaq and will terminate SEC registration, ending public reporting obligations
Olaplex acquired by Advent International for $1.4B, delists from Nasdaq at $2.06/share
Filed July 7, 2026 · Period ending July 7, 2026 · ~1 min read
Key Changes
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high
Merger completed with shareholders receiving $2.06 cash per share; company became wholly owned subsidiary of Advent-backed parent in $1.4 billion transaction
Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR → -
high
Common stock delisted from Nasdaq effective July 7, 2026; company will file Form 15 to terminate SEC registration and suspend quarterly/annual reporting obligations
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule verify on EDGAR → -
high
Repaid $357.6 million in outstanding debt and terminated Goldman Sachs credit facility with no early termination penalties; all collateral and guarantees released
Item 1.02 — Termination of a Material Definitive Agreement verify on EDGAR → -
medium
Eleven directors departed and four new directors appointed; Amanda Baldwin retained through transition while equity incentive plans terminated
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
medium
Certificate of incorporation and bylaws amended and restated in their entirety effective at merger closing
Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →
Summary
Olaplex Holdings completed its acquisition by Advent International on July 7, 2026, with shareholders receiving $2.06 per share in cash for a total equity value of approximately $1.4 billion. The company delisted from Nasdaq the same day and will file to terminate its SEC registration, ending its existence as a publicly traded entity.
All outstanding stock options and RSUs were cashed out at the merger price (or canceled if underwater), and the company's two equity incentive plans were terminated. In connection with the transaction, Olaplex repaid $357.6 million in outstanding debt under its Goldman Sachs credit facility without incurring early termination penalties, eliminating all secured obligations.
The board was reconstituted with eleven directors departing and four new directors appointed, though Amanda Baldwin was retained through the transition. The company also amended its certificate of incorporation and bylaws in their entirety and canceled its scheduled July 9 annual meeting. For former public shareholders, this filing marks the final step in the take-private transaction. The delisting flag reflects the end of public market liquidity and transparency, though this is the expected outcome of an acquisition at a negotiated premium. No further SEC filings will be required once Form 15 becomes effective.
Section-by-Section Diff
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company, each as in effect immediately prior to the Effective Time, were each amended and restated in their entirety
The company amended and restated both its certificate of incorporation and bylaws in their entirety as part of a merger transaction. These governance documents were replaced effective at the closing of the merger. The specific changes are detailed in the attached exhibits but are not described in the body of this 8-K.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
In connection with the Merger, effective as of the Effective Time, John P. Bilbrey, Amanda Baldwin, Christine Dagousset, Pamela Edwards, Deirdre Findlay, Tricia Glynn, Jerome Griffith, Martha Morfitt, David Mussafer, Emily White and Michael White ceased to be members of the Company’s board of directors or any committee thereof.
Eleven directors departed the board simultaneously at the merger's effective time. This wholesale board replacement is typical when a company is acquired, as the new owner installs its own governance structure. The departures were merger-related, not performance or disagreement issues.
Added in current filing · verify on EDGAR →
In connection with the Merger, effective as of the Effective Time, Amanda Baldwin, John Duffy, Melisa Gill, and Martijn de Regt were appointed as directors of the Company.
Four new directors were appointed at the merger's effective time, replacing the prior board. Amanda Baldwin appears on both the departure and appointment lists, suggesting she was retained through the transition. The new board composition reflects the post-merger ownership and control structure.
Added in current filing · verify on EDGAR →
Effective as of the Effective Time, the Company terminated the Company’s 2021 Equity Incentive Plan and the Company’s Amended & Restated 2020 Omnibus Equity Incentive Plan.
Both of the company's equity incentive plans were terminated at the merger's effective time. This is standard practice in acquisitions, as the company's equity structure changes fundamentally and pre-existing equity compensation plans become obsolete under new ownership.
Event · Item 5.01 — Changes in Control of Registrant
Item 5.01 — Changes in Control of Registrant filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became a wholly owned Subsidiary of Parent. The total equity value of the transaction was approximately $1.4 billion.
Olaplex Holdings completed a merger transaction resulting in a change of control. The company is now a wholly owned subsidiary of a parent entity. The total equity value of the transaction was approximately $1.4 billion, funded by cash on hand of the parent and its affiliates.
Event · Item 3.03 — Material Modification to Rights of Security Holders
Olaplex Holdings completed a merger, extinguishing all shareholder rights except the right to receive merger consideration.
Added in current filing · verify on EDGAR →
In connection with the consummation of the Merger, at the Effective Time, holders of shares of Common Stock, Company Options and Company RSU Awards ceased to have any rights in connection with their holding of such securities (other than their right to receive the consideration described in Item 2.01).
Olaplex Holdings completed a merger transaction. At the effective time, all holders of common stock, stock options, and RSU awards lost their rights as security holders, except for the right to receive the merger consideration detailed elsewhere in the filing. This represents the final step in a change-of-control transaction where the company ceased to exist as an independent public entity.
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
In connection with the consummation of the Merger, the Company notified representatives of Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and requested that Nasdaq delist the Common Stock. As a result, shares of Common Stock ceased to trade on the Nasdaq Global Select Market prior to market open on July 7, 2026, and became eligible for delisting from Nasdaq and termination of registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Following completion of a merger, OLPX requested delisting from Nasdaq. Trading of common stock ceased before market open on July 7, 2026. The company requested Nasdaq file Form 25 to formally delist the stock under Section 12(b) of the Exchange Act.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Olaplex completed its acquisition by Advent International at $2.06/share in cash, delisting from public markets.
Added in current filing · verify on EDGAR →
at the effective time of the Merger (the “Effective Time”), each share (a “Share” and collectively, the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than Shares held by the Company as treasury stock or held directly by Parent or Merger Sub, or any direct or indirect wholly owned Subsidiaries of the Company, Parent or Merger Sub immediately prior to the Effective Time that are canceled or converted and other than Dissenting Shares), was converted automatically into the right to receive $2.06 per Share (the “Merger Consideration”), payable net to the holder in cash, without interest
Olaplex completed its acquisition by Advent International. Each outstanding share of common stock was converted into the right to receive $2.06 in cash. The company is no longer publicly traded following this transaction.
Added in current filing · verify on EDGAR →
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 its affiliates (each such option a “Company Option”, and such equity or equity-based incentive plans, collectively, the “Company Equity Plans”) that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was automatically canceled 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 canceled for no consideration.
All outstanding stock options were canceled at the merger closing. Options with exercise prices below $2.06 were cashed out for the difference between $2.06 and the exercise price, multiplied by the number of shares. Options with exercise prices at or above $2.06 were canceled with no payment.
Added in current filing · verify on EDGAR →
each award of restricted stock units covering Shares granted under the Company Equity Plans (each, a “Company RSU Award”) that was outstanding immediately prior to the Effective Time (whether vested or unvested) was automatically canceled 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.
All outstanding restricted stock units were canceled and converted into cash payments. Each RSU holder received $2.06 per underlying share, regardless of vesting status.
Event · Item 1.02 — Termination of a Material Definitive Agreement
Item 1.02 — Termination of a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
on July 7, 2026, the Company repaid in full all outstanding indebtedness and terminated all commitments under that certain Credit Agreement, dated as of February 23, 2022, by and among Olaplex, Inc., as the borrower, Penelope Intermediate Corp., as holdings, Goldman Sachs Bank USA, as administrative agent for the lenders, as collateral agent for the secured parties, as an issuing bank and as the swingline lender, and each other lender and issuing bank from time to time party thereto (as amended, the “Credit Agreement”). The Company’s payment to the lenders under the Credit Agreement was approximately $357.6 million, which satisfies all of the Company’s outstanding debt obligations under the Credit Agreement (other than any contingent unasserted obligations which by their terms survive the termination of the Credit Agreement). The Company did not incur any early termination penalties as a result of the repayment of indebtedness or termination of the Credit Agreement.
Olaplex paid approximately $357.6 million to fully repay and terminate its credit facility with Goldman Sachs Bank USA and other lenders, originally established in February 2022. This repayment occurred in connection with a merger and incurred no early termination penalties. The company and its subsidiaries were released from all security interests, liens, and guarantees under the credit agreement.
Added in current filing · verify on EDGAR →
In connection with the repayment of outstanding indebtedness by the Company, the borrower and holdings were automatically released from all security interests, liens, encumbrances and guarantees under the Credit Agreement and the other related collateral documents.
Following the debt repayment, Olaplex and its subsidiary Penelope Intermediate Corp. were automatically released from all security interests, liens, encumbrances, and guarantees that had secured the credit facility. This eliminates all collateral pledges associated with the terminated debt.
Event · Item 8.01 — Other Events
Olaplex canceled its July 9, 2026 annual meeting due to the closing of a merger.
Added in current filing · verify on EDGAR →
The Company previously disclosed that it intended to hold its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on July 9, 2026. In consideration of the closing of the Merger, the board of directors of the Company has canceled the 2026 Annual Meeting.
The board canceled the scheduled July 9, 2026 annual stockholder meeting because a merger has closed. When a company is acquired, the annual meeting becomes unnecessary as stockholders no longer need to vote on directors or other routine matters for the standalone entity.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 8, 2026 · How we verify