olpx-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-Q

________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-40860

________________________

Olaplex Holdings, Inc.

(Exact name of registrant as specified in its charter)

________________________


Delaware						87-1242679
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

432 Park Avenue South, Third Floor, New York, NY 10016

(Address of principal executive offices and zip code)

(310) 691-0776

(Registrant’s telephone number, including area code)

________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

OLPX

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☐	Accelerated Filer	☒

Non-accelerated Filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2025, registrant had 667,511,905 shares of common stock, par value $0.001 per share, outstanding.

Table of Contents

OLAPLEX HOLDINGS, INC.

TABLE OF CONTENTS


		Page
Part I.	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations and Comprehensive Income	6
	Condensed Consolidated Statements of Changes in Stockholders' Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4.	Controls and Procedures	32
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
Signatures		35

Table of Contents

GLOSSARY

As used in this Quarterly Report on Form 10-Q (“Quarterly Report”), the terms identified below have the meanings specified below unless otherwise noted or the context indicates otherwise. Except where the context otherwise requires or where otherwise indicated, the terms “OLAPLEX” “we,” “us,” “our,” “the Company,” and “our business” refer to Olaplex Holdings, Inc. and its consolidated subsidiaries.

•“2022 Credit Agreement” refers to the Credit Agreement, dated as of February 23, 2022, by and among Olaplex, Inc., Penelope Intermediate Corp., Goldman Sachs Bank USA, as administrative agent, collateral agent and swingline lender, and each lender and issuing bank from time to time party thereto. The 2022 Credit Agreement includes, among other things, a $675 million seven-year senior-secured term loan facility (the “2022 Term Loan Facility”) and a $150 million five-year senior-secured revolving credit facility (the “2022 Revolver”).

•“IPO” refers to the initial public offering of shares of common stock of Olaplex Holdings, Inc., completed on October 4, 2021.

•“Penelope” refers to Penelope Holdings Corp., which is an indirect parent of Olaplex, Inc., the Company’s primary operating subsidiary.

•“Penelope Group Holdings” refers to Penelope Group Holdings L.P., which prior to the IPO was the direct parent of Penelope.

•“Pre-IPO Stockholders” refers to, collectively, (i) the former limited partners of Penelope Group Holdings prior to the Reorganization Transactions and (ii) holders of options to purchase shares of common stock of Penelope that were vested as of the consummation of the Reorganization Transactions.

•“Pre-IPO Tax Assets” refers to, collectively, certain tax attributes existing prior to the IPO, including tax basis in intangible assets and capitalized transaction costs relating to taxable years ending on or before the date of the IPO (calculated by assuming the taxable year of the relevant entity closes on the date of the IPO), that are amortizable over a fixed period of time (including in tax periods beginning after the IPO) and which are available to us and our wholly-owned subsidiaries.

•“Reorganization Transactions” refers to the internal reorganization completed in connection with our IPO, pursuant to which Olaplex Holdings, Inc. became an indirect parent of Olaplex, Inc. For further information, see “Reorganization Transactions” in “Note 1 - Nature of Operations and Basis of Presentation” to our Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024.

•“Tax Receivable Agreement” refers to the income tax receivable agreement entered into by the Company in connection with the Reorganization Transactions under which the Company is required to pay the Pre-IPO Stockholders 85% of the cash savings, if any, in United States (“U.S.”) federal, state or local tax that the Company actually realizes on its taxable income following the IPO, as specified in the Tax Receivable Agreement.

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains certain forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. These statements include, but are not limited to, statements about our strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements contained in or incorporated by reference in this Quarterly Report that are not historical or current facts. When used in this document, words such as “may,” “will,” “could,” “should,” “intend,” “potential,” “continue,” “anticipate,” “believe,” “estimate,” “expect,” “plan,” “target,” “predict,” “project,” “forecast,” “seek” and similar expressions as they relate to us are intended to identify forward-looking statements.

The forward-looking statements in this Quarterly Report reflect our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operation. Examples of forward-looking statements include, among others, statements we make regarding: our financial position, liquidity, capital structure, sales and operating results; our business plans, strategies, investments and objectives; demand for our products; general economic and industry trends, including tariffs; our business prospects; our marketing and brand strategies; innovation and new product introduction; our international operations; legal proceedings and related costs; changes in laws and regulations, including the impact of the One Big Beautiful Bill Act (the “OBBBA”) on the Company; future payments under our Tax Receivable Agreement; our supply chain and global distribution network; interest rate derivatives; and our evaluation of goodwill. Forward-looking statements are predictions based upon assumptions that may not prove to be accurate, and they are not guarantees of future performance. As such, you should not place significant reliance on our forward-looking statements. Neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements, including any such statements taken from third party industry and market reports.

Forward-looking statements involve known and unknown risks, inherent uncertainties and other factors that are difficult to predict which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements, including, without limitation, the following:

•our dependence on the success of our business transformation plan;

•competition in the beauty industry;

•our ability to effectively maintain and promote a positive brand image, expand our brand awareness and maintain consumer confidence in the quality, safety and efficacy of our products;

•our ability to anticipate and respond to market trends and changes in consumer preferences and execute on our growth strategies and expansion opportunities, including with respect to new product introductions;

•our ability to accurately forecast customer and consumer demand for our products;

•our ability to limit the illegal distribution and sale by third parties of counterfeit versions of our products or the unauthorized diversion by third parties of our products;

•our dependence on a limited number of customers for a large portion of our net sales;

•our ability to develop, manufacture and effectively and profitably market and sell future products;

•our ability to attract new customers and consumers and encourage consumer spending across our product portfolio;

•our ability to successfully implement new or additional marketing efforts;

•our relationships with and the performance of our suppliers, manufacturers, distributors and retailers and our ability to manage our supply chain;

•impacts on our business from political, regulatory, economic, trade and other risks associated with operating internationally;

•our ability to manage our executive leadership changes and to attract and retain senior management and other qualified personnel;

•our reliance on our and our third-party service providers’ information technology;

•our ability to maintain the security of confidential information;

•our ability to establish and maintain intellectual property protection for our products, as well as our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property rights of others;

Table of Contents

•the outcome of litigation and regulatory proceedings;

•the impact of changes in federal, state and international laws, regulations and administrative policy, including the OBBBA, tariffs and other trade policies;

•our existing and any future indebtedness, including our ability to comply with affirmative and negative covenants under the 2022 Credit Agreement;

•our ability to service our existing indebtedness and obtain additional capital to finance operations and our growth opportunities;

•volatility of our stock price;

•our “controlled company” status and the influence of investment funds affiliated with Advent International, L.P. over us;

•the impact of general economic conditions, disruptions in business conditions, and the financial strength of our consumers and customers on our business;

•fluctuations in our quarterly results of operations;

•changes in our tax rates and our exposure to tax liability;

•our ability to integrate or realize the intended benefits of our acquisitions or strategic investments; and

•the other factors identified in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and in other documents that we file with the U.S. Securities and Exchange Commission from time to time.

Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this Quarterly Report as anticipated, believed, estimated, expected, intended, planned or projected. We discuss many of these risks in greater detail in the “Risk Factors” section of our 2024 Form 10-K. The forward-looking statements included in this Quarterly Report are made only as of the date hereof. Unless required by law, we neither intend nor assume any obligation to update these forward-looking statements for any reason after the date of this Quarterly Report to conform these statements to actual results or to changes in our expectations or otherwise.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Financial Statements (unaudited)

OLAPLEX HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except per share and share data)

(Unaudited)


	September 30, 2025		December 31, 2024
Assets
Current Assets:
Cash and cash equivalents	$	286,378	$	585,967
Accounts receivable, net of allowances of $12,843 and $15,859	49,735		14,934
Inventory	73,256		75,165
Prepaid expenses and other current assets	63,855		13,647
Total current assets	473,224		689,713
Property and equipment, net	1,390		1,442
Intangible assets, net	860,782		899,549
Goodwill	168,300		168,300
Deferred tax assets	822		—
Other assets	9,704		8,719
Total assets	$	1,514,222	$	1,767,723

Liabilities and stockholders’ equity
Current Liabilities:
Accounts payable	$	23,498	$	10,423

Accrued expenses and other current liabilities	80,052		35,639
Current portion of long-term debt	—		6,750
Current portion of Related Party payable pursuant to Tax Receivable Agreement	10,131		11,842
Total current liabilities	113,681		64,654
Long-term debt	352,096		643,712
Deferred tax liabilities	—		5,164
Related Party payable pursuant to Tax Receivable Agreement	157,599		177,469
Other liabilities	2,098		2,322
Total liabilities	625,474		893,321

Commitments and contingencies (Note 12)

Stockholders’ equity (Notes 1 and 10):
Common stock, $0.001 par value per share; 2,000,000,000 shares authorized, 667,431,776 and 664,224,893 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	667		664
Preferred stock, $0.001 par value per share; 25,000,000 shares authorized and no shares issued and outstanding	—		—
Additional paid-in capital	338,754		328,538
Accumulated other comprehensive loss	(488)		(765)
Retained earnings	549,815		545,965
Total stockholders’ equity	888,748		874,402
Total liabilities and stockholders’ equity	$	1,514,222	$	1,767,723

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

Table of Contents

OLAPLEX HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(amounts in thousands, except per share and share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net sales	$	114,579	$	119,080	$	317,841	$	321,929
Cost of sales:
Cost of product (excluding amortization)	32,677		34,781		88,372		89,361
Amortization of patented formulations	2,704		2,565		7,280		7,054
Total cost of sales	35,381		37,346		95,652		96,415
Gross profit	79,198		81,734		222,189		225,514
Operating expenses:
Selling, general, and administrative	64,110		42,956		178,006		128,816
Amortization of other intangible assets	10,905		10,782		32,728		32,807

Total operating expenses	75,015		53,738		210,734		161,623
Operating income	4,183		27,996		11,455		63,891
Interest expense	7,691		15,610		33,791		44,708
Interest income	(2,690)		(6,605)		(12,169)		(19,067)
Other (income) expense, net:
Tax Receivable Agreement liability adjustment	(9,452)		—		(9,452)		—
Other (income) expense, net	(66)		(670)		(1,231)		541
Total other (income) expense, net	(9,518)		(670)		(10,683)		541
Income before income taxes	8,700		19,661		516		37,709
Income tax (benefit) provision	(2,427)		4,864		(3,334)		9,387
Net income	$	11,127	$	14,797	$	3,850	$	28,322

Net income per share:
Basic	$	0.02	$	0.02	$	0.01	$	0.04
Diluted	$	0.02	$	0.02	$	0.01	$	0.04

Weighted average common shares outstanding:
Basic	667,066,071		662,248,231		665,910,494		661,586,351
Diluted	668,857,769		666,151,359		667,549,673		664,723,301

Other comprehensive income (loss):
Unrealized gain (loss) on derivatives, net of income tax effect	$	139	$	(906)	$	277	$	(2,350)
Total other comprehensive income (loss)	139		(906)		277		(2,350)
Comprehensive income	$	11,266	$	13,891	$	4,127	$	25,972

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

Table of Contents

OLAPLEX HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(amounts in thousands, except number of shares)

(Unaudited)


	Common Stock
	Shares	Amount		Additional Paid in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total Stockholders’ Equity
Balance - December 31, 2024	664,224,893	$	664	$	328,538	$	(765)	$	545,965	$	874,402
Net income	—	—		—		—		465		465
Issuance of shares upon exercise of stock options and vesting of restricted stock units	1,485,913	2		525		—		—		527
Share-based compensation expense	—	—		2,918		—		—		2,918
Unrealized gain on derivatives, net of tax expense of $4	—	—		—		17		—		17
Balance – March 31, 2025	665,710,806	$	666	$	331,981	$	(748)	$	546,430	$	878,329
Net loss	—	—		—		—		(7,742)		(7,742)
Issuance of shares upon exercise of stock options and vesting of restricted stock units	377,899	—		—		—		—		—
Share-based compensation expense	—	—		3,463		—		—		3,463
Unrealized gain on derivatives, net of tax expense of $37	—	—		—		121		—		121
Balance – June 30, 2025	666,088,705	$	666	$	335,444	$	(627)	$	538,688	$	874,171
Net income	—	—		—		—		11,127		11,127
Issuance of shares upon vesting of restricted stock units	1,343,071	1		(1)		—		—		—
Share-based compensation expense	—	—		3,311		—		—		3,311
Unrealized gain on derivatives, net of tax expense of $43	—	—		—		139		—		139
Balance – September 30, 2025	667,431,776	$	667	$	338,754	$	(488)	$	549,815	$	888,748


	Common Stock
	Shares	Amount		Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity
Balance - December 31, 2023	660,731,935	$	671	$	316,489	$	1,365	$	526,443	$	844,968
Net income	—	—		—		—		7,746		7,746
Issuance of shares upon exercise of stock options and vesting of restricted stock units	551,742	4		171		—		—		175
Share-based compensation expense	—	—		3,183		—		—		3,183
Unrealized loss on derivatives, net of tax benefit of $104	—	—		—		(361)		—		(361)
Balance – March 31, 2024	661,283,677	$	675	$	319,843	$	1,004	$	534,189	$	855,711
Net income	—	—		—		—		5,779		5,779
Issuance of shares upon exercise of stock options and vesting of restricted stock units	546,543	1		54		—		—		55
Share-based compensation expense	—	—		2,861		—		—		2,861
Unrealized loss on derivatives, net of tax benefit of $322	—	—		—		(1,083)		—		(1,083)
Balance – June 30, 2024	661,830,220	$	676	$	322,758	$	(79)	$

SEC Form 10-Q filed by Olaplex Holdings Inc.