{"filing":{"accession_number":"0001193125-26-296993","cik":"0001868726","ticker":"OLPX","company_name":"OLAPLEX HOLDINGS, INC.","form":"8-K","filing_date":"2026-07-07","report_date":null,"primary_document":"d128672d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1868726/000119312526296993/d128672d8k.htm"},"events":[{"id":16356,"run_id":14609,"accession_number":"0001193125-26-296993","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Olaplex completed a merger on July 7, 2026, in which common shareholders received $2.06 per share in cash consideration and the company became a wholly owned subsidiary of the acquirer. The transaction had an equity value of approximately $1.4 billion, involved repayment of $357.6 million in outstanding debt and termination of the Credit Agreement, and resulted in delisting from Nasdaq and termination of SEC registration.","company_name":"OLAPLEX HOLDINGS, INC.","ticker":"OLPX","filing_date":"2026-07-07","form":"8-K","submitted_at":null,"items":[{"id":14431,"accession_number":"0001193125-26-296993","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on the consummation of a Merger on July 7, 2026, in connection with which Olaplex repaid $357.6 million in outstanding debt and terminated its Credit Agreement. While Item 1.02 nominally addresses termination of a material agreement, the operative event is the Merger itself—the credit facility termination is merely a consequence of the transaction's completion. The language \"in connection with the consummation of the Merger\" signals that the M\u0026A activity is the primary material event driving the disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14432,"accession_number":"0001193125-26-296993","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Olaplex common shareholders received $2.06 per share in cash consideration, with all outstanding equity awards (options and RSUs) converted to cash payments or canceled. The filing explicitly references the Merger Agreement and describes the Effective Time conversion mechanics, which is the hallmark of a completed acquisition or change of control. This is a material M\u0026A event affecting all equity holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14433,"accession_number":"0001193125-26-296993","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses delisting of OLPX common stock following consummation of a merger (the \"Merger\"), with Nasdaq ceasing trading on July 7, 2026 and the company requesting Form 25 delisting and Form 15 registration termination. While Item 3.01 is technically a delisting notice, the root event is the merger completion itself—the delisting is a consequence of the merger consummation. The reference to Item 2.01 (which covers M\u0026A activity) and the \"Surviving Corporation\" language confirm this is a change-of-control transaction. The delisting is material and flows from the merger, making ma_activity the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14434,"accession_number":"0001193125-26-296993","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 3.03 disclosure describes the consummation of a Merger at the Effective Time, where security holders' rights ceased except for their right to receive merger consideration. This is a material acquisition/change of control event. While Item 3.03 addresses modification of security holder rights, the substance disclosed is the completion of a merger transaction, which is the core M\u0026A activity. The cross-references to Items 2.01 (Completion of Acquisition or Disposition) and 5.01 (Changes in Control) reinforce that this is fundamentally a merger completion disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14435,"accession_number":"0001193125-26-296993","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses the consummation of a merger resulting in a change of control, with OLPX becoming a wholly owned subsidiary of Parent. The transaction equity value of approximately $1.4 billion represents a material acquisition/change of control event. The cross-references to Items 2.01 (Completion of Acquisition or Disposition) and 5.02 (Costs Associated with Exit or Disposal Activities) further confirm this is a completed material acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14436,"accession_number":"0001193125-26-296993","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"While Item 5.02 discloses multiple director departures and appointments, the controlling context is a Merger (\"In connection with the Merger, effective as of the Effective Time\"). The board changes and equity plan terminations are consequences of the merger transaction itself, not standalone governance events. The reference to Item 2.01 (which covers M\u0026A activity) confirms the merger is the primary material event. This is a change-of-control transaction materially affecting the registrant's governance and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14438,"accession_number":"0001193125-26-296993","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on cancellation of the 2026 Annual Meeting \"in consideration of the closing of the Merger,\" indicating a merger has closed or is imminent. While the Item 8.01 caption mentions \"Other Events,\" the substantive event is the merger completion/closing, which is a material acquisition or change-of-control transaction. The cancellation of the shareholder meeting is merely a procedural consequence of the merger closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":16357,"run_id":14609,"accession_number":"0001193125-26-296993","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"The company's certificate of incorporation and bylaws were amended and restated in their entirety effective upon the merger closing as part of routine merger closing mechanics.","company_name":"OLAPLEX HOLDINGS, INC.","ticker":"OLPX","filing_date":"2026-07-07","form":"8-K","submitted_at":null,"items":[{"id":14437,"accession_number":"0001193125-26-296993","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes routine amendments to the certificate of incorporation and bylaws effective upon a merger. While the amendments are formally required governance filings, the substance is administrative—the documents were restated in their entirety as part of merger closing mechanics. The material event is the merger itself (which would be classified as ma_activity under Item 1.01 or 2.01), not the resulting bylaw and charter amendments. This is a governance-related disclosure but lacks independent materiality to investors beyond the underlying M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":14431,"accession_number":"0001193125-26-296993","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on the consummation of a Merger on July 7, 2026, in connection with which Olaplex repaid $357.6 million in outstanding debt and terminated its Credit Agreement. While Item 1.02 nominally addresses termination of a material agreement, the operative event is the Merger itself—the credit facility termination is merely a consequence of the transaction's completion. The language \"in connection with the consummation of the Merger\" signals that the M\u0026A activity is the primary material event driving the disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"OLAPLEX HOLDINGS, INC.","ticker":"OLPX","filing_date":"2026-07-07"},{"id":14432,"accession_number":"0001193125-26-296993","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Olaplex common shareholders received $2.06 per share in cash consideration, with all outstanding equity awards (options and RSUs) converted to cash payments or canceled. The filing explicitly references the Merger Agreement and describes the Effective Time conversion mechanics, which is the hallmark of a completed acquisition or change of control. This is a material M\u0026A event affecting all equity holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"OLAPLEX HOLDINGS, INC.","ticker":"OLPX","filing_date":"2026-07-07"},{"id":14433,"accession_number":"0001193125-26-296993","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses delisting of OLPX common stock following consummation of a merger (the \"Merger\"), with Nasdaq ceasing trading on July 7, 2026 and the company requesting Form 25 delisting and Form 15 registration termination. While Item 3.01 is technically a delisting notice, the root event is the merger completion itself—the delisting is a consequence of the merger consummation. The reference to Item 2.01 (which covers M\u0026A activity) and the \"Surviving Corporation\" language confirm this is a change-of-control transaction. The delisting is material and flows from the merger, making ma_activity the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"OLAPLEX HOLDINGS, INC.","ticker":"OLPX","filing_date":"2026-07-07"},{"id":14434,"accession_number":"0001193125-26-296993","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 3.03 disclosure describes the consummation of a Merger at the Effective Time, where security holders' rights ceased except for their right to receive merger consideration. This is a material acquisition/change of control event. While Item 3.03 addresses modification of security holder rights, the substance disclosed is the completion of a merger transaction, which is the core M\u0026A activity. The cross-references to Items 2.01 (Completion of Acquisition or Disposition) and 5.01 (Changes in Control) reinforce that this is fundamentally a merger completion disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"OLAPLEX HOLDINGS, INC.","ticker":"OLPX","filing_date":"2026-07-07"},{"id":14435,"accession_number":"0001193125-26-296993","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses the consummation of a merger resulting in a change of control, with OLPX becoming a wholly owned subsidiary of Parent. The transaction equity value of approximately $1.4 billion represents a material acquisition/change of control event. The cross-references to Items 2.01 (Completion of Acquisition or Disposition) and 5.02 (Costs Associated with Exit or Disposal Activities) further confirm this is a completed material acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"OLAPLEX HOLDINGS, INC.","ticker":"OLPX","filing_date":"2026-07-07"},{"id":14436,"accession_number":"0001193125-26-296993","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"While Item 5.02 discloses multiple director departures and appointments, the controlling context is a Merger (\"In connection with the Merger, effective as of the Effective Time\"). The board changes and equity plan terminations are consequences of the merger transaction itself, not standalone governance events. The reference to Item 2.01 (which covers M\u0026A activity) confirms the merger is the primary material event. This is a change-of-control transaction materially affecting the registrant's governance and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"OLAPLEX HOLDINGS, INC.","ticker":"OLPX","filing_date":"2026-07-07"},{"id":14437,"accession_number":"0001193125-26-296993","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes routine amendments to the certificate of incorporation and bylaws effective upon a merger. While the amendments are formally required governance filings, the substance is administrative—the documents were restated in their entirety as part of merger closing mechanics. The material event is the merger itself (which would be classified as ma_activity under Item 1.01 or 2.01), not the resulting bylaw and charter amendments. This is a governance-related disclosure but lacks independent materiality to investors beyond the underlying M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"OLAPLEX HOLDINGS, INC.","ticker":"OLPX","filing_date":"2026-07-07"},{"id":14438,"accession_number":"0001193125-26-296993","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on cancellation of the 2026 Annual Meeting \"in consideration of the closing of the Merger,\" indicating a merger has closed or is imminent. While the Item 8.01 caption mentions \"Other Events,\" the substantive event is the merger completion/closing, which is a material acquisition or change-of-control transaction. The cancellation of the shareholder meeting is merely a procedural consequence of the merger closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T19:20:34.799265+00:00","company_name":"OLAPLEX HOLDINGS, INC.","ticker":"OLPX","filing_date":"2026-07-07"}]}