PREM14C

PREM14C 1 d544500dprem14c.htm PREM14C PREM14C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

☒	Preliminary Information Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

☐	Definitive Information Statement

Olaplex Holdings, Inc.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☐	No fee required

☐	Fee paid previously with preliminary materials

☒	Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11

PRELIMINARY INFORMATION STATEMENT - SUBJECT TO COMPLETION

Olaplex Holdings, Inc.

432 Park Avenue South, Third Floor

New York, NY 10016

NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS

AND INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY.

To our Stockholders:

This notice of written consent and appraisal rights and information statement is being furnished to the holders of common stock, par value $0.001 per share (the “Common Stock”), of Olaplex Holdings, Inc., a Delaware corporation (“Olaplex” or the “Company”), in connection with the Agreement and Plan of Merger, dated as of March 26, 2026, by and among the Company, 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”), a copy of which is attached as Annex A to this information statement (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). Upon consummation of the Merger, (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 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 canceled and will cease to exist; (ii) 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, in each case, immediately prior to the Effective Time, shall automatically be canceled and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof; and (iii) Shares 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 General Corporation Law of the State of Delaware, as amended (“DGCL”) (such Shares, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and such Shares shall be canceled 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.

The board of directors of the Company (the “Board”) unanimously: (i) determined that the Merger Agreement and the Merger and the other Transactions are advisable, fair to and in the best interests of the Company 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 entitled to vote thereon. On March 26, 2026, (i) Advent International GPE IX Limited Partnership, (ii) Advent International GPE IX-B Limited Partnership, (iii) Advent International GPE IX-C Limited Partnership, (iv) Advent International GPE IX-F Limited Partnership, (v) Advent International GPE IX-G Limited Partnership, (vi) Advent International GPE IX-H Limited Partnership, (vii) Advent International GPE IX-I Limited Partnership, (viii) Advent International GPE IX-A SCSp, (ix) Advent International GPE IX-D SCSp,

(x) Advent International GPE IX-E SCSp, (xi) Advent International GPE IX Strategic Investors SCSp, (xii) Advent Partners GPE IX Limited Partnership, (xiii) Advent Partners GPE IX-A Limited Partnership, (xiv) Advent Partners GPE IX Cayman Limited Partnership, (xv) Advent Partners GPE IX-A Cayman Limited Partnership and (xvi) Advent Partners GPE IX-B Cayman Limited Partnership (collectively, the “Advent Stockholders”), which at such time beneficially owned an aggregate of 499,468,771 Shares, representing approximately 75% of the issued and outstanding Shares, executed and delivered a written consent adopting the Merger Agreement and approving the Transactions, including the Merger (the “Principal Stockholders Written Consent”). 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 or approve the Transactions, including the Merger, and the Company will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the Transactions, including the Merger, and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the Transactions, including the Merger. This notice and the accompanying information statement shall constitute notice to you from the Company of the Principal Stockholders Written Consent in accordance with Section 228(e) of the DGCL.

Under Section 262 of the DGCL, if the Merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of shares of Common Stock, other than the Advent Stockholders which have previously waived their appraisal rights, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of Common Stock (as determined by the Delaware Court of Chancery), together with interest, if any, on the amount determined to be fair value, instead of receiving the Merger Consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal to the Company no later than 20 days after the mailing of this information statement, which mailing date is , 2026 and comply precisely with other procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying information statement. A copy of Section 262 of the DGCL is attached to the accompanying information statement as Annex D. This notice and the accompanying information statement shall constitute notice to you from the Company of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger.

We urge you to read the entire information statement carefully. If the Merger is completed, you will receive instructions regarding payment for your shares of Common Stock.

BY ORDER OF THE BOARD OF DIRECTORS,


Amanda Baldwin		John C. Duffy
Chief Executive Officer		General Counsel and Secretary

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

This information statement is dated , 2026 and is first being mailed to stockholders on or about , 2026.

TABLE OF CONTENTS


	Page
SUMMARY		1
The Parties to the Merger Agreement (page 18)		1
The Merger (page 19)		1
The Merger Consideration (page 60)		2
Recommendation of the Board; Reasons for the Merger (page 32)		3
Required Stockholder Approval for the Merger (page 36)		3
Opinion of J.P. Morgan (page 36)		3
Financing (page 47)		4
The Merger Agreement (page 59)		4
TRA Waiver and Amendment (page 84)		9
Interests of Our Directors and Executive Officers in the Merger (page 47)		9
Material United States Federal Income Tax Consequences of the Merger (page 54)		9
Regulatory Approvals (page 57)		10
Procedures for Receiving Merger Consideration (page 61)		10
Specific Performance; Jurisdiction (page 83)		10
Appraisal Rights (page 86)		11
Transaction Litigation (page 54)		12
Market Information and Dividends (page 85)		12
QUESTIONS AND ANSWERS ABOUT THE MERGER		13
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		17
THE PARTIES TO THE MERGER AGREEMENT		18
THE MERGER		19
Background of the Merger		19
Recommendation of the Board; Reasons for the Merger		32
Required Stockholder Approval for the Merger		36
Opinion of J.P. Morgan		36
Certain Unaudited Prospective Financial Information		42
Financing		47
Interests of Our Directors and Executive Officers in the Merger		47
Quantification of Potential Payments and Benefits to Our Named Executive Officers in Connection with the Merger		53
Delisting and Deregistration of Common Stock		54
Transaction Litigation		54
Material United States Federal Income Tax Consequences of the Merger		54
Regulatory Approvals		57
THE MERGER AGREEMENT		59
Structure of the Merger		59
Closing and the Effective Time of the Merger		59
Directors and Officers; Certificate of Incorporation; Bylaws		60
Merger Consideration		60
Treatment of Equity Awards		60
Procedures for Receiving Merger Consideration		61
Representations and Warranties		63
Conduct of Business Pending the Merger		66
Additional Agreements		69
Change in Recommendation		71
Efforts to Complete the Merger		73
Employee Benefit Matters		75
Directors’ and Officers’ Indemnification and Insurance		76


	Page
Other Covenants and Agreements		77
Conditions to the Closing of the Merger		78
Termination of the Merger Agreement		79
Expenses		82
Amendment and Waiver		82
Governing Law		83
Specific Performance		83
TAX RECEIVABLE AGREEMENT WAIVER AND AMENDMENT		84
MARKET INFORMATION AND DIVIDENDS		85
APPRAISAL RIGHTS		86
Appraisal Rights		86
Making a Written Demand		87
Notice by the Surviving Corporation		89
Filing a Petition for Appraisal		89
Determination of Fair Value		90
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		92
WHERE YOU CAN FIND MORE INFORMATION		95
HOUSEHOLDING		97
ANNEX A – THE MERGER AGREEMENT		A-1
ANNEX B – THE TRA WAIVER AND AMENDMENT		B-1
ANNEX C – OPINION OF J.P. MORGAN		C-1
ANNEX D – DGCL SECTION 262		D-1

SUMMARY

This summary highlights selected information from this information statement and may not contain all of the information that is important to you. To fully understand the Merger, as defined and as described below, contemplated by the Agreement and Plan of Merger, dated as of March 26, 2026 (the “Merger Agreement”), by and among Olaplex Holdings, Inc., a Delaware corporation, Henkel US Operations Corporation, a Delaware corporation (“Parent”) and Margot Acquisition Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and for a more complete description of the legal terms of the Merger, you should carefully read this entire information statement, the annexes attached to this information statement (which are incorporated by reference herein) and the documents referred to or incorporated by reference in this information statement. We have included page references in parentheses to direct you to the appropriate place in this information statement for a more complete description of the topics presented in this summary. Except as otherwise specifically noted in this information statement or as the context otherwise requires “Olaplex,” the “Company” or “we,” “our,” “us” and similar words in this information statement refer to Olaplex Holdings, Inc. including, in certain cases, its subsidiaries. All references to the “Merger” refer to the merger of Merger Sub with and into Olaplex with Olaplex surviving as a wholly owned subsidiary of Parent. Olaplex, following completion of the Merger, is sometimes referred to in this information statement as the “Surviving Corporation.” This information statement is dated , 2026 and is first being mailed to our stockholders on or about , 2026.

The Parties to the Merger Agreement (page 18)

Olaplex. The Company, based in New York, New York, is a Delaware corporation. The Company is a foundational health and beauty company powered by breakthrough innovation that starts with and is inspired by the professional hairstylist. The Company’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 Company’s principal executive offices are located at 432 Park Avenue South, Third Floor, New York, NY 10016 and its telephone number is (310) 691-0776. Additional information about the Company is included in documents incorporated by reference into this information statement and our filings with the Securities and Exchange Commission (the “SEC”), copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 95.

The Company’s common stock, par value $0.001 per share (the “Common Stock”), is listed with and trades on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “OLPX.”

Parent. Parent is a Delaware corporation and an indirect wholly owned subsidiary of Henkel AG & Co. KGaA (“Henkel”). After the closing of the Merger, Parent will be the parent company of the Company. Parent’s headquarters offices are located at One Henkel Way, Rocky Hill, CT 06067 and its telephone number is (860) 571-5100.

Merger Sub. Merger Sub was formed by Parent solely for the purpose of completing the Merger. Merger Sub is a direct, wholly owned subsidiary of Parent and has not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation and pursuant to the Merger Agreement, the performance of its obligations under the Merger Agreement and matters ancillary to the Merger Agreement. Upon the consummation of the Merger, Merger Sub will cease to exist. Merger Sub’s principal executive offices are located at One Henkel Way, Rocky Hill, CT 06067, and its telephone number is (860) 571-5100.

The Merger (page 19)

On March 26, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub. Upon the terms and subject to the conditions provided in the Merger Agreement, and in accordance with Delaware law,

at the effective time of the Merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). After the Effective Time you will not own any shares of Common Stock and instead will be entitled to receive the cash Merger Consideration or, if you are entitled to demand, and have properly demanded, the appraisal rights granted to you under the DGCL with respect to Dissenting Shares.

The Merger Consideration (page 60)

Pursuant to the Merger Agreement, at the Effective Time, each (i) 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 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 canceled and will cease to exist; (ii) each Share 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, in each case, immediately prior to the Effective Time, shall automatically be canceled 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 General Corporation Law of the State of Delaware (the “DGCL”) (such Shares, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and such Shares shall be canceled 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.

Treatment of Equity Awards (page 60)

Pursuant to the Merger Agreement, at the Effective Time each outstanding Company Option and Company RSU Award (each, as defined below) 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 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 has a per Share exercise price that is equal to or greater than the Merger Consideration shall be canceled 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 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.

Recommendation of the Board; Reasons for the Merger (page 32)

After considering various reasons discussed in “The Merger – Recommendation of the Board; Reasons for the Merger” beginning on page 32, the board of directors of the Company (the “Board”) unanimously: (i) determined that the Merger Agreement and the Merger and the other Transactions are advisable, fair to and in the best interests of the Company 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.

Required Stockholder Approval for the Merger (page 36)

Under the DGCL and the Company’s certificate of incorporation, the only vote of holders of any class or series of Shares or other equity interests of the Company necessary to adopt the Merger Agreement is the adoption of the Merger Agreement by the holders of a majority of the voting power represented by the Shares that are outstanding and entitled to vote thereon voting together as a single class (the “Company Stockholder Approval”). As of March 25, 2026, the record date for determining the Company Stockholders entitled to vote on the adoption of the Merger Agreement, there were 671,711,593 shares of Common Stock issued and outstanding.

On March 26, 2026, following the execution of the Merger Agreement, (i) Advent International GPE IX Limited Partnership, (ii) Advent International GPE IX-B Limited Partnership, (iii) Advent International GPE IX-C Limited Partnership, (iv) Advent International GPE IX-F Limited Partnership, (v) Advent International GPE IX-G Limited Partnership, (vi) Advent International GPE IX-H Limited Partnership, (vii) Advent International GPE IX-I Limited Partnership, (viii) Advent International GPE IX-A SCSp, (ix) Advent International GPE IX-D SCSp, (x) Advent International GPE IX-E SCSp, (xi) Advent International GPE IX Strategic Investors SCSp, (xii) Advent Partners GPE IX Limited Partnership, (xiii) Advent Partners GPE IX-A Limited Partnership, (xiv) Advent Partners GPE IX Cayman Limited Partnership, (xv) Advent Partners GPE IX-A Cayman Limited Partnership and (xvi) Advent Partners GPE IX-B Cayman Limited Partnership (collectively, the “Advent Stockholders”), which at such time beneficially owned an aggregate of 499,468,771 Shares, representing approximately 75% of the combined voting power of the issued and outstanding shares of Common Stock, executed and delivered a written consent adopting the Merger Agreement and approving the Transactions, including the Merger (the “Principal Stockholders Written Consent”). This Written Consent satisfied the Company Stockholder Approval. No further action by any other stockholder of the Company is required under applicable law or the Merger Agreement (or otherwise) in connection with the adoption of the Merger Agreement or the approval of the Transactions, including the Merger. As a result, the Company will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the Transactions, including the Merger, and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the Transactions, including the Merger. No action by the stockholders of Parent is required to complete the Merger and all requisite corporate action by and on behalf of Merger Sub required to complete the Merger has been taken.

When actions are taken by the written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action be given to those stockholders who did not consent in writing to the action and who would have been entitled to notice of the meeting if the action had been taken at a meeting and the record date for notice of such meeting were the record date for the action by consent. This information statement and the notice attached hereto constitute notice to you from the Company of the Principal Stockholders Written Consent as required by Delaware law.

Opinion of J.P. Morgan (page 36)

At the meeting of the Board on March 24, 2026, J.P. Morgan Securities LLC (“J.P. Morgan”) rendered its oral opinion to the Board to the effect that, as of such date, and based upon and subject to the assumptions made,

procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the Merger Consideration to be paid to the holders of Common Stock (other than holders of Excluded Shares as defined in such opinion) in the Merger was fair, from a financial point of view, to such holders. J.P. Morgan confirmed its March 24, 2026, oral opinion by delivering its written opinion, dated March 24, 2026, to the Board that, as of such date, the Merger Consideration to be paid to the holders of Common Stock (other than holders of Excluded Shares as defined in such opinion) in the proposed Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan, dated March 24, 2026, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex C and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this information statement is qualified in its entirety by reference to the full text of such opinion. Company Stockholders are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Merger, and was limited to the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of Common Stock in the Merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness opinion committee of J.P. Morgan. The opinion does not constitute a recommendation to any Company Stockholder as to how Company Stockholders should vote with respect to the Merger or any other matter.

For a description of the opinion that the Board received from J.P. Morgan, see the section entitled “The Merger – Opinion of J.P. Morgan” beginning on page 36.

Financing (page 47)

The Merger is not conditioned on Parent’s ability to obtain financing. Parent has represented to the Company that it has available to it and (assuming satisfaction, or waiver of the conditions of Parent’s and Merger Sub’s obligations to consummate the Merger in accordance with the Merger Agreement) will have on the date on which the Merger actually occurs (the “Closing Date”) available funds necessary to (i) consummate the Merger and the other Transactions, (ii) pay any and all fees and expenses required to be paid at closing by Parent and Merger Sub in connection therewith, and (iii) satisfy all of the other payment obligations of Parent and Merger Sub in connection with the Merger and the other Transactions.

The Merger Agreement (page 59)

Conditions to the Closing of the Merger (page 78)

The obligation of each party to consummate the Merger and the other Transactions is subject to the satisfaction (or waiver, if permissible under applicable law) at the Effective Time of each of the following conditions:

•

the Company Stockholder Approval shall have been obtained (which was satisfied upon delivery of the Principal Stockholders Written Consent on March 26, 2026);

•

at least 20 calendar days have elapsed since the Company mailed this information statement to the Company Stockholders as contemplated by Regulation 14C of the Securities Exchange Act of 1934 (the “Exchange Act”) (including Rule 14c-2 promulgated under the Exchange Act);

•

the consummation of the Merger shall not then be restrained, enjoined or prohibited by any order (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other governmental entity, and there shall not be in effect any law enacted, issued or promulgated by any governmental entity of competent jurisdiction that prevents the consummation of the Merger; and

•

any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) applicable to the Merger shall have expired or been terminated, and the other approvals, waivers, and waiting, notice, approval or review periods under the laws of the United States, Germany, Australia and the United Kingdom shall have expired, been terminated, otherwise obtained or deemed to have been received, as applicable.

The obligation of the Company to consummate the Merger is further subject to fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions:

•

the accuracy of the representations and warranties of Parent and Merger Sub contained in the Merger Agreement, subject in some instances to materiality or Parent Material Adverse Effect qualifiers, as of the date of the Merger Agreement and as of the Closing Date in the manner described under “The Merger Agreement – Conditions to the Closing of the Merger” beginning on page 78, except that each representation and warranty relating to a specific date or time need only be accurate as of such date or time;

•

Parent and Merger Sub having performed or complied in all material respects with all obligations, covenants and agreements required to be performed or complied with by them at or prior to the Effective Time; and

•

Parent having delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer of Parent, certifying that the two conditions specified above have been satisfied.

The obligations of Parent and Merger Sub to consummate the Merger are further subject to satisfaction (or waiver by Parent where permissible pursuant to applicable law), at or prior to the Effective Time of the following conditions:

•

the accuracy of the representations and warranties of the Company being true and correct in all material respects, subject in some instances to materiality or Company Material Adverse Effect qualifiers, and except for certain de minimis inaccuracies, as of the date of the Merger Agreement and as of the Closing Date in the manner described under “The Merger Agreement – Conditions to the Closing of the Merger” beginning on page 78, except that each representation and warranty relating to a specific date or time need only be accurate as of such date or time;

•

the Company having performed and complied in all material respects with each of the obligations, covenants and agreements required to be performed or complied with at or prior to the Effective Time;

•

no Company Material Adverse Effect (as defined in “The Merger Agreement – Representations and Warranties” beginning on page 63) shall have occurred since the date of the Merger Agreement;

•

the Company having delivered to Parent a certificate, dated as of the Closing Date and signed by an executive officer of the Company, certifying that the three conditions specified above have been satisfied; and

•

the waiver and amendment agreement with respect to the Advent Stockholders under the TRA Waiver and Amendment (as defined in “Summary – TRA Waiver and Amendment” beginning on page 9) remaining in full force and effect in accordance with its terms and otherwise having not been amended, repudiated, revoked or withdrawn by any Advent Stockholder.

No Solicitation (page 69)

After the date of the Merger Agreement, the Company ceased, and directed its directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, agents and other

representatives, all of which we refer to as representatives, to cease, any discussions or negotiations with any third party related to, or that would reasonably be expected to lead to, an Acquisition Proposal (as defined in “The Merger Agreement – Change in Recommendation” beginning on page 71).

Except as expressly permitted by the Merger Agreement, the Company will not, and will direct its representatives not to, directly or indirectly:

•

solicit, initiate, knowingly encourage or facilitate the making or submission of any Acquisition Proposal (it being understood and agreed that ministerial acts that are not otherwise prohibited by the Merger Agreement (such as answering unsolicited phone calls) will not be deemed a violation of this prohibition);

•

furnish to any person (other than to Parent or Merger Sub and their respective representatives) any non-public information relating to the Company or any of its subsidiaries or afford to any person (other than Parent or Merger Sub and their respective representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its subsidiaries, in any such case that relates to or would reasonably be expected to lead to an Acquisition Proposal;

•

participate in or engage in discussions or negotiations with any person that relates to or would reasonably be expected to lead to an Acquisition Proposal;

•

grant any waiver or release under Section 203 of the DGCL or any other state takeover law; or

•

enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an Acquisition Transaction, other than an acceptable confidentiality agreement.

Notwithstanding the restrictions set forth above, at any time prior to obtaining the Company Stockholder Approval, which was obtained on March 26, 2026 upon delivery of the Principal Stockholders Written Consent, the Company could have, directly or indirectly through its representatives, participated or engaged in discussions or negotiations with, or furnished non-public information relating to the Company or any of its subsidiaries, or afforded access to its business, properties, assets, books, records, other non-public information or personnel, pursuant to an acceptable confidentiality agreement, to any person that made, renewed or delivered to the Company an Acquisition Proposal on or after the date of the Merger Agreement. However, such actions could only have been taken if (i) the Board or a committee thereof determined in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal constituted or could reasonably be expected to lead to a Superior Proposal (as defined in “The Merger Agreement – No Solicitation” beginning on page 69); (ii) the Board or a committee thereof had determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to consider the proposal would reasonably be expected to be inconsistent with its fiduciary duties; and (iii) prior to furnishing non-public information to such person, the Company received an executed acceptable confidentiality agreement.

The Company’s rights to engage in negotiations or discussions with third parties and to terminate the Merger Agreement as described above ceased on March 26, 2026 upon delivery of the Principal Stockholders Written Consent in accordance with the terms of the Merger Agreement.

Change in Recommendation

Neither the Board nor any committee thereof can (i) withhold, withdraw, amend, qualify or modify or propose to withhold, withdraw, amend, qualify or modify the Board’s approval of, and recommendation that the Company Stockholders adopt, the Merger Agreement (the “Company Board Recommendation”) in a manner adverse to Parent or Merger Sub; (ii) approve, adopt or recommend to the Company Stockholders an Acquisition Proposal; (iii) fail to publicly reaffirm the Company Board Recommendation or recommend against any Acquisition Proposal within ten business days after Parent’s request; or (iv) cause or permit the Company or its subsidiaries to enter into any contract or agreement relating to an Acquisition Proposal.

However, if prior to delivery of the Principal Stockholders Written Consent on March 26, 2026, the Company had received a bona fide written Acquisition Proposal that did not result from a breach of the Merger Agreement’s no solicitation provision and the Board considered the proposal a Superior Proposal, then the Board or a committee thereof could have effected a Company Board Recommendation Change (as defined in “The Merger Agreement – Change in Recommendation”) on page 71 as long as (i) the Board or a committee thereof determined in good faith, following consultation with financial and legal advisors, that failure to do so would be inconsistent with fiduciary duties pursuant to applicable law; (ii) the Company had provided prior written notice of the Proposal to Parent and Merger Sub at least four business days in advance; and (iii) prior to taking the action the Company and its Representatives negotiated with Parent and Representatives in good faith.

Separately, at any time prior to obtaining Company Stockholder Approval, the Board or a committee thereof could have effected a Company Board Recommendation Change in connection with any effect, change, event, circumstance, condition, development, state of fact or occurrence arising that was not known to, or reasonably foreseeable by the Board as of the date of the Merger Agreement and does not relate to any Acquisition Proposal (an “Intervening Event”). However, the Board or a committee thereof could not have effected a Company Board Recommendation Change pursuant to an Intervening Event unless (i) the Company provided prior written notice at least three business days prior to effecting any such change and (ii) the Company had negotiated with Parent and its representatives in good faith to adjust the terms of the Merger Agreement so that the Board or a committee thereof would no longer determine that the failure to make a Company Board Recommendation Change in connection with such an Intervening Event would be inconsistent with fiduciary duties under applicable law.

The Board’s right to effect a Company Board Recommendation Change as described above ceased on March 26, 2026 upon delivery of the Principal Stockholders Written Consent in accordance with the terms of the Merger Agreement.

Termination of the Merger Agreement (page 79)

The Merger Agreement may be terminated at any time prior to the Effective Time by the mutual written consent of the Company and Parent.

In addition, the Merger Agreement may be terminated by either the Company or Parent, at any time prior to the Effective Time if:

•

the Merger is not consummated on or before March 31, 2027 (the “Initial Outside Date”); provided that such date shall be automatically extended to September 30, 2027 (the “Extended Outside Date”) if, as of such date, all of the conditions to closing other than those relating to the HSR Act or other applicable antitrust laws have been obtained or waived by Parent and Merger Sub or the Company, as applicable; provided, however, that, neither the Company nor Parent shall be permitted to terminate the Merger Agreement if there has been any breach by such party (and in the case of Parent, including Merger Sub) of its representations, warranties or covenants contained in the Merger Agreement, and such breach is the primary cause of or resulted in the failure of the Closing to have occurred prior to the Initial Outside Date or the Extended Outside Date (as applicable, the “Outside Date”), as the case may be;

•

any court or governmental authority of competent jurisdiction shall have enacted, issued or promulgated any law or order or taken any other action, in each case, permanently restraining, enjoining or otherwise prohibiting, prior to the Effective Time, the consummation of the Merger, and such law, order or other action shall have become final and non-appealable; provided, that this termination right is not available to a party (and in the case of Parent, including Merger Sub) whose action or failure to perform or comply with any provision of the Merger Agreement was a primary cause of such law or order being enacted, issued or promulgated or the failure to remove such law or order; or

•

if the other party breaches any of its representations, warranties or covenants contained in the Merger Agreement, which breach would give rise to the failure of any of the conditions precedent to closing relating to breach of its representations, warranties or covenants and cannot be cured prior to the Outside Date or, if capable of being cured, has not been cured by the earlier of 30 days after giving written notice to the other party of such breach and the Outside Date; provided, that either party will not have the right to terminate the Merger Agreement for this reason if such party (and in the case of Parent, including Merger Sub) is then in breach of any of its representations, warranties or covenants contained in the Merger Agreement that would result in a failure of a condition precedent to closing relating to breach of its representations, warranties or covenant.

Further, the Merger Agreement also provides that Parent could have terminated the Merger Agreement (i) if the Principal Stockholders Written Consent was not delivered to Parent and the Company by 11:59 p.m., Eastern Time, on March 26, 2026 or (ii) if at any time prior to receipt of the Principal Stockholders Written Consent, a Company Board Recommendation Change occurred; however, these termination rights expired following delivery of the Principal Stockholders Written Consent on March 26, 2026.

Termination Fees (page 81)

The Company would have been required to pay Parent $40,440,000 (the “Termination Fee”) if the Merger Agreement would have been terminated by Parent if:

(i) the Principal Stockholders Written Consent had not been delivered to Parent by the Company by 11:59 p.m., Eastern Time, on March 26, 2026 or

(ii) at any time prior to the receipt of the Company Stockholder Approval (which was obtained upon delivery of the Principal Stockholders Written Consent on March 26, 2026), the Board (or a committee thereof) had effected a Company Board Recommendation Change.

The Company will be required to pay Parent the Termination Fee if the Merger Agreement is terminated:

(i) by Parent or the Company because the Merger is not consummated on or before the Outside Date, or by Parent pursuant to a breach by the Company of any of its representations, warranties or covenants contained in the Merger Agreement, which breach (a) would give rise to the failure of any of the conditions to obligations of Parent or Merger Sub and (b) is incapable of being cured by the Outside Date or, if capable of being cured in such time frame, the Company has not cured within 30 days after written notice has been given by Parent to the Company of such breach;

(ii) at any time on or after the date of the Merger Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced and not withdrawn prior to such termination; and

(iii) within 12 months after the date of such termination, (a) the Company enters into a definitive agreement with respect to an Acquisition Proposal providing for an Acquisition Transaction (as defined in “The Merger Agreement – No Solicitation” beginning on page 69) or (b) an Acquisition Transaction is consummated; provided, however, that, for purposes of this subclause, all references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.”

In no event will the Company be required to pay the Termination Fee described below on more than one occasion.

A more detailed description of the Termination Fee is provided in “The Merger Agreement – Termination of the Merger Agreement” beginning on page 79.

TRA Waiver and Amendment (page 84)

Concurrently with the execution and delivery of the Merger Agreement, the Company entered into a limited waiver and amendment (the “TRA Waiver and Amendment”) to that certain Income Tax Receivable Agreement dated as of September 29, 2021 (the “Tax Receivable Agreement”), by and among the Company, the parties listed on Annex A of the Tax Receivable Agreement (the “TRA Parties”) and Penelope Group Holdings GP, LLC, as representative of the TRA Parties (the “TRA Representative”), with the TRA Representative and certain of the TRA Parties (the “TRA Waiving Parties”). Pursuant to the TRA Waiver and Amendment, the TRA Waiving Parties waived all of their rights to receive any payments that would otherwise be due to such parties under the Tax Receivable Agreement (including any amounts that would otherwise be due as a result of the consummation of the Merger), and the Company and the TRA Representative amended the Tax Receivable Agreement to provide that it shall automatically terminate upon the Effective Time of the Merger, subject to the Company paying certain amounts due under the Tax Receivable Agreement to the TRA Parties other than the TRA Waiving Parties.

Interests of Our Directors and Executive Officers in the Merger (page 47)

You should be aware that the Company’s non-employee directors and executive officers have interests in the Merger that are or may be different from, or in addition to, the interests of the Company Stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below in “The Merger – Interests of Our Directors and Executive Officers in the Merger” beginning on page 47.

Material United States Federal Income Tax Consequences of the Merger (page 54)

The exchange of Common Stock for cash pursuant to the Merger will be a taxable transaction for United States federal income tax purposes. Therefore, a United States Holder (as defined in “The Merger –Material United States Federal Income Tax Consequences of the Merger” beginning on page 54) receiving cash in the Merger generally will recognize capital gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash the United States Holder received (determined before deduction of any applicable withholding taxes) and (ii) such United States Holder’s adjusted tax basis of the surrendered shares of Common Stock. Gain or loss will be determined separately for each block of shares of Common Stock (that is, shares acquired for the same cost in a single transaction). Backup withholding may also apply to the cash payments made pursuant to the Merger, unless the United States Holder complies with certification procedures under the backup withholding rules.

A Non-United States Holder (as defined in “The Merger – Material United States Federal Income Tax Consequences of the Merger”) will generally not be subject to United States federal income tax on any gain resulting from the exchange of Common Stock pursuant to the Merger, unless such holder has certain connections to the United States or under certain other circumstances (as described in the section entitled “The Merger – Material United States Federal Income Tax Consequences of the Merger – Non-United States Holders”), but the Merger could be a taxable transaction to such holder under non-United States tax laws applicable to such holder. Non-United States Holders may also be subject to the backup withholding rules described above unless the Non-United States Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding.

Holders of Common Stock should read the section entitled “The Merger – Material United States Federal Income Tax Consequences of the Merger” beginning on page 54 for a more detailed description of the United States federal income tax consequences of the Merger. Because individual circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences to you of the Merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Regulatory Approvals (page 57)

Under the HSR Act and related rules, the Transactions, including the Merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”), and all statutory waiting period requirements have been satisfied or early termination has been granted by the applicable agencies.

Under other applicable foreign antitrust laws in Australia, Germany and the United Kingdom, the Transactions, including the Merger, may not be completed until any requisite consent, non- action or expiration of any applicable waiting period is obtained in each applicable jurisdiction.

As of the date of this information statement, the parties have not completed all filings or received all of the consents (including non-action or expiration of any applicable waiting period) in respect of antitrust laws required by the Merger Agreement.

Procedures for Receiving Merger Consideration (page 61)

As soon as practicable (and in any event no later than three business days) after the Effective Time, the paying agent designated by Parent and reasonably acceptable to the Company (the “Paying Agent”) will send each person that was, immediately prior to the Effective Time, a holder of Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive Merger Consideration, (i) a letter of transmittal and instructions (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery and transfer of the Certificate representing the Shares to the Paying Agent, and otherwise on a form as the Parent and Paying Agent shall reasonably agree) and (ii) instructions for effecting the surrender of Certificates (or affidavits of loss in lieu of the Certificates) in exchange for payment of the Merger Consideration, which instructions are in the form and have only such other provisions as Parent, the Company and the Paying Agent shall reasonably agree. Upon surrender of a Certificate to the Paying Agent, or to such other agent as may be appointed by Parent, along with a letter of transmittal, duly executed and in proper form, with respect to such Certificates, the holder of the Certificates is entitled to receive the Merger Consideration formerly represented by such Certificates (after giving effect to any tax withholdings) and any Certificate surrendered shall be canceled.

No holder of non-certificated shares of Common Stock held of record in book-entry (the “Book-Entry Shares”) is required to deliver a Certificate to receive Merger Consideration to which the holder is entitled. Holders of Book-Entry Shares held through The Depository Trust Company (“DTC”) are not required to execute a letter of transmittal to receive Merger Consideration. In lieu thereof, each holder of record of one or more Book-Entry Shares held through DTC whose shares were converted into rights to receive Merger Consideration, shall, at the Effective Time, be entitled to receive, and Parent will cause Paying Agent to pay and deliver, cash amounts in immediately available funds equal to the Merger Consideration (after giving effect to any required Tax withholdings) and Book-Entry Shares will be canceled.

A more detailed description of the Procedures for Receiving Merger Consideration is provided in “The Merger Agreement – Procedures for Receiving Merger Consideration” beginning on page 61.

Specific Performance; Jurisdiction (page 83)

Subject to the terms of the Merger Agreement, the Company, Parent and Merger Sub agreed (a) that the parties shall be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to specific performance of the terms hereof, this being in addition to any other remedy to which they are entitled at law or in equity; (b) to waive any requirement for the securing or posting of any bond or proof of actual damages in connection with the obtaining of any specific performance or injunctive relief; and (c) to waive, in any action for specific performance, the defense of adequacy of a remedy at law and the defense that any award or specific

performance is not an appropriate remedy for any reason at law or in equity. Subject to the terms of the Merger Agreement, the Company’s, Parent’s or Merger Sub’s pursuit of specific performance will not be deemed an election of remedies or waiver of the right to pursue any other right or remedy to which such party may be entitled, including the right to pursue remedies for liabilities or damages incurred or suffered by the other party in the case of a breach of the Merger Agreement involving a willful and material breach.

Each party to the Merger Agreement has agreed to irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, in the event that the court does not have jurisdiction, to Federal court of the United States, sitting in Delaware, and any appellate court, for the purpose of any proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Merger Agreement or the Transactions. Each party to the Merger Agreement has agreed not to commence any action, causes of action, suits, claims, complaints, charges, arbitrations, mediations, investigations, injunctions, audits, litigations or other legal proceedings involving any governmental entity, except in the agreed-upon courts, that any claim may be heard and determined in a Delaware State court or in Federal court, that it will waive any objection to laying of venue in any such court, and that it will waive any defense of an inconvenient forum.

Appraisal Rights (page 86)

If the Merger is consummated, stockholders and beneficial owners of Common Stock who have not consented to the adoption of the Merger Agreement and who otherwise comply with, and do not validly withdraw their demands or otherwise lose their rights under the applicable provisions of Delaware law will be entitled to seek appraisal of their Shares in connection with the Merger under Section 262 of the DGCL. This means that stockholders and beneficial owners of Common Stock may be entitled to have their shares of Common Stock appraised by the Court of Chancery, and to receive payment in cash of the “fair value” of their Shares of Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be the fair value as determined by the Court of Chancery, as described further in the section of the information statement entitled “Appraisal Rights” on page 86. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their Shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders and beneficial owners considering seeking appraisal should be aware that the “fair value” of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their Shares of Company Common Stock.

To exercise appraisal rights, stockholders or beneficial owners of Common Stock must: (i) properly and timely deliver to the Company a written demand for appraisal of their shares; (ii) not deliver a written consent or otherwise vote in favor of the Merger Agreement; (iii) continue to hold or beneficially own, as applicable, their Shares of Common Stock through the effective date of the Merger; and (iv) comply with all other procedures for exercising appraisal rights under the DGCL. Failure to follow the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Court of Chancery will dismiss appraisal proceedings as to all persons who otherwise would be entitled to appraisal rights unless certain stock ownership conditions are satisfied by the stockholders and beneficial owners who properly and timely deliver to the Company a written demand for appraisal in accordance with Section 262 of the DGCL and otherwise comply with the requirements of Section 262 of the DGCL.

The DGCL requirements for exercising appraisal rights are described in further detail in the section of the information statement entitled “The Merger Agreement – Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights, a copy of which is attached to this information statement as Annex D.

A demand for appraisal made by the Company’s stockholders or beneficial owners should be executed by or on behalf of the holder of record or beneficial owner, as applicable, and must reasonably inform the Company of the identity of such stockholder or beneficial owner and that the stockholder or beneficial owner intends thereby to demand the appraisal of such holder’s shares. In addition, if you hold your shares of Common Stock through a bank, broker or other nominee and you wish to exercise appraisal rights, your written demand must also reasonably identify the holder of record of the shares for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the Surviving Corporation under Section 262 of the DGCL and to be set forth on the verified listed required by Section 262(f) of the DGCL.

Transaction Litigation (page 54)

As of the filing of this information statement, the Company is not aware of any complaints filed or litigation pending related to the Merger.

Market Information and Dividends (page 85)

Shares of Common Stock are listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “OLPX.” As of April 20, 2026, 672,042,176 shares of Common Stock were issued and outstanding, held by approximately 22 stockholders of record. Since the date of our initial public offering, we have not paid dividends on any outstanding Common Stock. The terms of the Merger Agreement do not allow us to declare or pay a dividend between March 26, 2026 and the earlier of the consummation of the Merger or the termination of the Merger Agreement. Following the Merger, there will be no further market for the Common Stock.

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Company Stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to or incorporated by reference in this information statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this information statement, without charge by following the instructions in “Where You Can Find More Information” beginning on page 95.

What is the proposed transaction and what effects will it have on the Company?

The proposed transaction is the acquisition of the Company by Parent pursuant to the Merger Agreement. Once the closing conditions under the Merger Agreement have been satisfied or waived, and subject to the other terms and conditions in the Merger Agreement, Merger Sub will merge with and into the Company. The Company will continue as the Surviving Corporation and a wholly owned subsidiary of Parent, and the Company will cease to be a stand-alone publicly traded company.

What will I receive in the Merger?

Upon completion of the Merger and subject to the terms and conditions in the Merger Agreement, and subject to your compliance, if applicable, with the letter of transmittal delivered to you by the Paying Agent after the closing as further described under “The Merger Agreement – Procedures for Receiving Merger Consideration” beginning on page 61, each Share issued and outstanding immediately prior to the Effective Time will be converted automatically into the right to receive $2.06 per Share, net to the holder in cash, without interest, subject to any withholding of taxes required by applicable law. For example, if you own 100 shares of Common Stock, you will receive $206.00 in cash in exchange for your shares of Common Stock without interest and less any required withholding taxes. Upon completion of the Merger, you will not own any equity in the Surviving Corporation.

What happens to Company Options and Company RSU Awards if the Merger is completed?

At the Effective Time, each Company Option 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 canceled and converted into the right to receive (without interest) an amount in cash, subject to applicable tax withholding, 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 canceled for no consideration; and at the Effective Time, each 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 canceled and converted into the right to receive (without interest) an amount in cash, subject to applicable tax withholding, equal to the product of (x) the aggregate number of Shares underlying such Company RSU Award multiplied by (y) the Merger Consideration.

When do you expect the Merger to be completed?

We are working to complete the Merger as quickly as possible. We currently expect to complete the Merger promptly after all of the conditions to the Merger have been satisfied or waived (to the extent permissible under applicable law) and subject to the other terms and conditions in the Merger Agreement. Completion of the Merger is currently expected to occur as soon as the second half of 2026, subject to receipt of regulatory approvals and other customary conditions, although the Company cannot assure completion by any particular date, if at all.

What happens if the Merger is not completed?

If the Merger is not completed for any reason, stockholders will not receive any payment for their shares of Common Stock in connection with the Merger, and Company Options and Company RSU Awards will remain outstanding and the vesting conditions applicable to each Company Option and Company RSU Award, as applicable, will remain in place. The Company will remain a publicly traded company and shares of Common Stock will continue to be traded on Nasdaq.

Why am I not being asked to vote on the Merger?

Applicable Delaware law and the Company’s restated certificate of incorporation require the adoption of the Merger Agreement by the holders in the aggregate of a majority of the outstanding shares of Common Stock entitled to vote in order to effect the Merger. The Company’s certificate of incorporation permits any action which is required or permitted to be taken by the Company Stockholders to be taken without a meeting if a written consent is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. The requisite stockholder approval was obtained following the execution of the Merger Agreement on March 26, 2026, when the Principal Stockholders Written Consent was delivered by the Advent Stockholders, which held approximately 75% of the combined voting power of the issued and outstanding shares of Common Stock on that date. Therefore, your vote is not required and is not being sought. We are not asking you for a proxy, and you are requested not to send us a proxy.

Why did I receive this information statement?

Applicable laws and securities regulations require us to provide you with notice of the Principal Stockholders Written Consent and of your appraisal rights, as well as other information regarding the Merger, even though your vote or consent is neither required nor requested to adopt or authorize the Merger Agreement or complete the Merger. This information statement constitutes notice to you of (i) the Principal Stockholders Written Consent as required by Section 228(e) of the DGCL and (ii) the availability of appraisal rights in connection with the Merger under Section 262 of the DGCL, a copy of which is attached to this information statement as Annex D.

Did the Board approve and recommend the Merger Agreement?

Yes. The Board unanimously: (i) determined that the Merger Agreement and the Merger and the other Transactions are advisable, fair to and in the best interests of 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 approval; and (iv) subject to the terms and conditions of the Merger Agreement, recommended that the Company Stockholders adopt the Merger Agreement.

What happens if I sell my Shares before completion of the Merger?

If you transfer your shares of Common Stock before consummation of the Merger, you will have transferred the right to receive the Merger Consideration and lose your appraisal rights with respect to those shares of Common Stock. In order to receive the Merger Consideration or exercise appraisal rights, you must hold your Shares through the Effective Time of the Merger and, in the case of any effort to exercise appraisal rights, otherwise comply with all other requirements of Section 262 of the DGCL.

How do I surrender my Book-Entry Shares held by Olaplex’s transfer agent, Equiniti Trust Company, LLC?

Parent will direct the Paying Agent to mail to each holder of record of Book-Entry Shares instructions for use in effecting the surrender of Book-Entry Shares in exchange for the Merger Consideration. Upon the Paying Agent’s receipt of an “agent’s message” (or such other evidence as the Paying Agent

may reasonably request), each holder of such Book-Entry Shares will be entitled to receive the Merger Consideration in exchange for each share of Common Stock represented by such Book-Entry Share and such surrendered Share will be canceled.

What happens to my Shares of Common Stock held by my broker?

Your broker generally will handle cashing out all Shares of Common Stock that you hold in your brokerage account after the closing of the Merger has occurred. You should direct any specific questions on this to your broker.

Is the Merger subject to the fulfillment of certain conditions?

Yes. Before the Merger can be completed, the Company, Parent and Merger Sub must fulfill or, if permissible, waive, several closing conditions. If these conditions are not satisfied or waived, the Merger will not be completed. See “The Merger Agreement – Conditions to the Closing of the Merger” beginning on page 78.

Am I entitled to exercise appraisal rights instead of receiving the Merger Consideration for my Shares?

Yes. Under Section 262 of the DGCL, stockholders who did not provide a consent to the adoption of the Merger Agreement (i.e., stockholders other than the Advent Stockholders) are entitled to exercise appraisal rights in connection with the Merger with respect to their shares of Common Stock if they meet certain conditions and comply with the applicable statutory procedures for demanding and perfecting appraisal rights and do not subsequently validly withdraw or lose such rights. See the section in this information statement entitled “Appraisal Rights” beginning on page 85.

What happens if a third party makes an offer to acquire the Company before the Merger is completed?

The Company obtained the Company Stockholder Approval upon delivery of the Principal Stockholders Written Consent on March 26, 2026, which extinguished the Company’s rights with respect to Acquisition Proposals. However, if prior to obtaining the Company Stockholder Approval, the Company had received a bona fide, written Acquisition Proposal from a third party, and the Board or a committee thereof had determined in good faith, and in consultation with financial and legal counsel that the proposal was bona fide, then the Company could have considered the proposal to be a Superior Proposal and engaged in further negotiations with the third party (as further described in “The Merger Agreement – Change in Recommendation” beginning on page 71).

Will I owe taxes as a result of the Merger?

The exchange of Common Stock for cash pursuant to the Merger will be a taxable transaction for United States federal income tax purposes. Therefore, a United States Holder receiving cash in the Merger generally will recognize capital gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash the United States Holder received (determined before deduction of any applicable withholding taxes) and (ii) such United States Holder’s adjusted tax basis of the surrendered shares of Common Stock. Gain or loss will be determined separately for each block of shares of Common Stock (that is, shares acquired for the same cost in a single transaction). Backup withholding may also apply to the cash payments made pursuant to the Merger, unless the United States Holder complies with certification procedures under the backup withholding rules.

A Non-United States Holder will generally not be subject to United States federal income tax on any gain resulting from the exchange of Common Stock pursuant to the Merger, unless such holder has certain connections to the United States or under certain other circumstances (as described in the section entitled “The Merger – Material United States Federal Income Tax Consequences of the Merger – Non-United States Holders”) but the Merger could be a taxable transaction to such holder

under non-United States tax laws applicable to such holder. Non-United States Holders may also be subject to the backup withholding rules described above unless the Non-United States Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding.

Holders of Common Stock should read the section entitled “The Merger - Material United States Federal Income Tax Consequences of the Merger” beginning on page 54 for a more detailed description of the United States federal income tax consequences of the Merger. Because individual circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences to you of the Merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Where can I find more information about the Company?

The Company files periodic reports, proxy statements and other information with the SEC. You may obtain copies of all documents filed by the Company with the SEC regarding this transaction, free of charge, at the SEC’s website, www.sec.gov or from the Company website at https://ir.olaplex.com/sec-filings. For a more detailed description of the available information, please refer to “Where You Can Find More Information” beginning on page 95.

Who can help answer my other questions?

If you have more questions about the Merger, please contact our Investor Relations department at investors@olaplex.com. If your broker holds your shares, you should call your broker for additional information.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement includes forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, these forward-looking statements relate to analyses and other information that are based on beliefs, expectations, assumptions, and forecasts of future results. These forward-looking statements are identified by their use of terms and phrases, such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” and other similar terms and phrases, including references to assumptions. Forward-looking statements include, without limitation, statements regarding the proposed transaction; the timing of and receipt of required regulatory filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; financial projections; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing or completion of the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring the Company to pay Parent a Termination Fee or damages pursuant to the Merger Agreement; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to the consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; the effects of the transaction (or the announcement or pendency thereof) on relationships with associates, customers, manufacturers, suppliers, employees (including the risks relating to the ability to retain or hire key personnel), other business partners or governmental entities; transaction costs; the risk that the merger will divert management’s attention from the Company’s ongoing business operations or otherwise disrupt the Company’s ongoing business operations; changes in the Company’s business during the period between now and the closing; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; risks associated with litigation relating to the proposed transaction; the timing and outcome of anticipated interactions with regulatory authorities; risks related to the Company’s business, including the Company’s dependence on the success of its business transformation plan, competition in the beauty industry, the Company’s ability to effectively maintain and promote a positive brand image, expand its brand awareness and maintain consumer confidence in the quality, safety and efficacy of its products, and the Company’s ability to anticipate and respond to market trends and changes in consumer preferences and execute on its growth strategies and expansion opportunities, including with respect to new product introductions; and the other factors identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the SEC on March 5, 2026 and in the other documents that the Company files with the SEC from time to time; and other factors as set forth in the Company’s reports filed with the SEC. The forward-looking statements in this communication speak only as of the date of this communication. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by applicable law.

THE PARTIES TO THE MERGER AGREEMENT

The Company

Olaplex Holdings, Inc.

432 Park Avenue South, Third Floor

New York, NY 10016

Phone: (310) 691-0776

Olaplex. Olaplex, based in New York, New York, is a Delaware corporation. 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. Additional information about the Company is included in documents incorporated by reference into this information statement and our filings with SEC, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 95. Common Stock is listed with, and trades on, Nasdaq under the symbol “OLPX.”

Parent

Henkel US Operations Corporation

One Henkel Way

Rocky Hill, CT 06067

Phone: +1-860-571-5100

Parent. Parent is a Delaware corporation and an indirect wholly owned subsidiary of Henkel AG & Co. KGaA. After the closing of the Merger, Parent will be the parent company of the Company.

Merger Sub

Margot Acquisition Merger Sub, Inc.

One Henkel Way

Rocky Hill, CT 06067

Phone: +1-860-571-5100

Merger Sub. Merger Sub was formed by Parent solely for the purpose of completing the Merger with the Company. Merger Sub is a direct, wholly owned subsidiary of Parent and has not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation and pursuant to the Merger Agreement, the performance of its obligations under the Merger Agreement and matters ancillary to the Merger Agreement. Upon the consummation of the Merger, Merger Sub will cease to exist. Merger Sub’s principal executive offices are located at One Henkel Way, Rocky Hill, CT 06067, and its telephone number is +1-860-571-5100.

THE MERGER

Background of the Merger

The following chronology summarizes the material meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of, by, with or among members of the Board, the Company’s senior management team, the Company’s financial advisors, legal advisors or other representatives, Henkel, Parent, Merger Sub or their respective financial advisors, legal advisors or other representatives, or any other person.

The Board and the Company’s senior management periodically review, consider and assess the Company’s business and operations, competitive position, historical performance, future prospects and long-term strategic plans with the goal of maximizing stockholder value. As part of these ongoing evaluations, members of the Board and the Company’s senior management have, from time to time, considered various strategic alternatives, including the continued execution of the Company’s strategy as a stand-alone company and the possible sale of the Company to, or the combination of the Company with, a third party. In addition, in the ordinary course, members of the Board and the Company’s senior management meet from time to time with representatives of other beauty, cosmetic, haircare and consumer goods companies to discuss the industry landscape.

On April 7, 2025, a consumer beauty company (“Party A”) sent to the Board an unsolicited, non-binding written proposal (the “Party A Proposal”) to acquire all of the Company’s outstanding shares of Common Stock for $1.23 per share (representing an 11% premium to the closing stock price of the Common Stock on April 4, 2025), plus an additional right to receive $0.10 per share in cash based on the Company’s achievement of certain future performance milestones that were not specified in the proposal.

On April 14, 2025, the Board convened a regularly scheduled meeting at which the Party A Proposal was discussed. The meeting included members of the Company’s senior management and representatives of Ropes & Gray LLP (“Ropes & Gray”), outside legal counsel to the Company. During the meeting, a representative from Ropes & Gray reviewed with the Board the directors’ fiduciary duties in connection with the Board’s evaluation of the Party A Proposal, and responded to questions from the Board. Following discussion of the Party A Proposal, the Board unanimously determined that the Party A Proposal undervalued the Company and did not constitute a basis for engaging in further dialogue with Party A. The Board unanimously determined to reject the Party A Proposal and instructed the Company’s senior management to inform Party A of the Board’s determination.

On April 16, 2025, the Company’s Chief Executive Officer informed Party A of the Board’s determination, and the chief executive officer of Party A responded that Party A was unable to improve its offer materially, but would welcome the opportunity to participate in any future consideration by the Board of strategic alternatives.

On July 15, 2025, as part of regular meetings with executives of consumer and beauty companies, Tricia Glynn, Lead Director of the Board and a Managing Partner of Advent International, L.P. (“Advent”), an affiliate of the Company’s controlling stockholders, had a conversation with a representative of a cosmetics company (“Party B”) to discuss the cosmetics industry landscape. During the conversation, the representative of Party B communicated to Ms. Glynn, unsolicited, that if the Board ever considered a potential sale transaction, Party B would be interested in discussing its interest in a potential transaction with the Company at that time.

On July 29, 2025, also as part of regular meetings with executives of consumer and beauty companies, Ms. Glynn had a conversation with Wolfgang Koneig, Executive Vice President of Henkel Consumer Brands at Henkel AG & Co. KGaA, to discuss the beauty and consumer goods industry landscape. During the conversation, Mr. Koenig communicated to Ms. Glynn, unsolicited, that Parent would be interested in considering a possible transaction with the Company if the Company were interested in considering a transaction.

On September 12, 2025, also as part of regular meetings with executives of consumer and beauty companies, Ms. Glynn had a conversation with a representative of a cosmetics company (“Party C”) to discuss

the beauty and cosmetics industry landscape. During the conversation, the representative of Party C communicated to Ms. Glynn, unsolicited, that Party C would be interested in evaluating a transaction with the Company, but that Party C would not be in a position to engage with respect to a transaction for at least one year, and would require that a portion of the consideration payable in any such transaction be non-cash.

During September and October 2025, Ms. Glynn, John P. Bilbrey, Chair of the Board, and Martha Morfitt, Chair of the Audit Committee of the Board, had a series of conversations to discuss the interest received from Henkel, Party B and Party C, mergers and acquisitions activity in the beauty and consumer industry in general and whether the Board should consider actively evaluating strategic alternatives for the Company. As part of these discussions, Mr. Bilbrey, Ms. Morfitt and Ms. Glynn determined to update the Board at its upcoming regularly scheduled meeting on October 27, 2025, and, in addition, one of Mr. Bilbrey, Ms. Morfitt or Ms. Glynn called each other Board member to provide an update on these discussions.

On September 26, 2025, after consultation with Mr. Bilbrey and Ms. Morfitt regarding the potential selection of a financial advisor to the Company in connection with the possible evaluation of strategic alternatives, Ms. Glynn discussed with representatives of J.P. Morgan Securities LLC (“J.P. Morgan”) the potential engagement of J.P. Morgan as a financial advisor to the Company and the possibility of initiating confidential outreach to a select number of potential buyers who might be able to offer a compelling purchase price due to, among other things, potential synergies, scale and ability to consummate a transaction of this type.

On September 29, 2025, Ms. Glynn and Mr. Koenig had a call, which had been scheduled as a follow up to their earlier call in July 2025. During this call, Mr. Koenig reiterated Parent’s interest in evaluating a transaction with the Company.

Also on September 29, 2025, representatives of J.P. Morgan and Mr. Koenig had a telephone conversation to discuss Parent’s interest in evaluating a transaction with the Company.

On October 22, 2025, Ms. Glynn and Mr. Koenig had dinner, during which Mr. Koenig again reiterated Parent’s interest in evaluating a transaction between Parent and the Company and noted that Parent would be willing to consider such a transaction on an expedited basis. Following the dinner, Ms. Glynn informed Mr. Bilbrey and Ms. Morfitt of Parent’s expression of interest and they confirmed their plan to discuss with the Board Parent’s interest as well as a broader consideration of potential strategic alternatives at the upcoming October 27, 2025 Board meeting.

On October 25, 2025, representatives of Parent communicated to representatives of J.P. Morgan that Parent would be prepared to submit an initial proposal to acquire the Company on or around November 26, 2025 following Henkel’s regularly scheduled meeting of its board of directors that day, with a view toward announcing a potential transaction before the end of the year.

On October 27, 2025, the Board held a regularly scheduled meeting, with members of the Company’s senior management and, for a portion of the meeting, a representative of Ropes & Gray, in attendance. During the meeting, Ms. Glynn updated members of the Board regarding expressions of interest received from Henkel, Party B and Party C, and the Board discussed potential strategic alternatives that could be available to the Company, noting that no specific proposal had been received. During the meeting, the representative from Ropes & Gray reviewed with the Board the directors’ fiduciary duties in connection with the Board’s evaluation of strategic alternatives, responded to questions from the Board, and discussed whether the Board should consider forming an ad hoc strategic review committee to facilitate the timely consideration and evaluation of one or more potential strategic alternatives. The Board discussed the potential membership of a strategic review committee, and the process for such strategic review, including potential counterparties that would be most likely to have an interest in acquiring, and be able to pay a competitive price for, the Company. Following the discussion, the Board authorized each of Mr. Bilbrey, Ms. Glynn and Ms. Morfitt to engage in soft outreach to potential buyers, including follow up with Parent, Party B and Party C, and authorized J.P. Morgan to continue to

participate in such outreach at the direction of Mr. Bilbrey, Ms. Glynn or Ms. Morfitt. The Board also authorized the Company to negotiate the terms of engaging J.P. Morgan as financial advisor to the Company.

Also at this meeting, Ms. Glynn noted that the Advent Stockholders held a right to receive a potential change of control payment under the Tax Receivable Agreement to which the Company and certain other stockholders of the Company are a party. Ms. Glynn stated that Advent desired to avoid even the appearance of a potential conflict of interest that could arise as a result of its representatives on the Board participating in discussions and negotiations as part of any strategic alternatives process while the Advent Stockholders retained their right to receive any change of control payment. Ms. Glynn then stated that she and other representatives of Advent intended to participate in discussions and negotiations as part of any strategic alternatives process and confirmed on behalf of the Advent Stockholders that in connection with a transaction that is entered into by the Company on or before December 31, 2025, the Advent Stockholders would therefore agree to waive any change of control payment that would otherwise be due to the Advent Stockholders under the Tax Receivable Agreement. Ms. Dagousset confirmed that she also would also waive any change of control payment that would otherwise be due to her under the Tax Receivable Agreement in connection with such a transaction on the same terms and conditions as the Advent Stockholders, and following the meeting, Ms. Findlay confirmed the same with respect to her interest in the Tax Receivable Agreement. As a result, all members of the Board affiliated with an entity party to, or otherwise directly a party to the Tax Receivable Agreement, other than Ms. White, agreed to waive any change of control payment in connection with a transaction entered into by the Company on or before December 31, 2025. Ms. White later decided to recuse herself from substantive discussions and negotiations regarding a potential strategic transaction pursuant to which entities to which she had an affiliation could receive payments under the Tax Receivable Agreement.

Also at this meeting, members of the Company’s senior management presented to the Board management’s existing non-public, long-range forecast for fiscal years 2026 through 2030 prepared based on their view of the prospects of the Company on a standalone basis, highlighting assumptions underlying management’s expectations in such long-range forecast. In addition to the base business case included in the long-range forecast the Company’s senior management presented to the Board an aspirational upside scenario for fiscal years 2026 through 2030. The base business case included in the long-range forecast reflected growth and operating assumptions that the Company’s senior management viewed as reasonably achievable. The aspirational upside scenario assumed additional product and sales growth in fiscal years 2027 through 2030 from additional product lines for adjacent and new product categories, which in certain cases would require incorporating new technologies that were in early stages of development. The Company’s senior management viewed the additional aspirational upside scenario as optimistic and challenging to achieve, particularly within the forecast period. Members of the Board asked questions to which the members of the Company’s senior management responded. Following the discussion, the Board provided the Company’s senior management with feedback on the long-range forecast, including that the forecasted results included in the base business case should be updated to reflect additional revenue from anticipated ordinary course price increases in fiscal years 2027 through 2030 and sales from TikTok shop. The Board also directed the Company’s senior management to separate the aspirational upside scenario into two aspirational upside scenarios, one to reflect potential upside in the Company’s projected growth plan resulting from the extension into adjacent product categories and a second to further reflect potential upside in the Company’s projected growth plan resulting from the Company’s extension into other new product categories. The Board instructed the Company’s senior management to update the long-range forecast to reflect such feedback. The Board determined that, once the base business case included in the long-range forecast was updated to reflect the Board’s feedback, such updated base business case would represent a reasonable and fair presentation of the Company’s projected operating and financial performance for fiscal years 2026 through 2030. The Board also approved, subject to the Board’s feedback being reflected, the updated long-range forecast, including the updated base business case and the two aspirational upside scenarios, to be shared with third parties that expressed interest in a potential strategic transaction with the Company and, with respect to the base business case included in the long-range forecast, for J.P. Morgan to use, and rely upon, in connection with J.P. Morgan’s opinion and related financial analysis as to the fairness, from a financial point of view, of the consideration to be paid to Company stockholders in any proposed transaction should the Board request that J.P. Morgan

deliver such opinion. Following the meeting, the Company’s senior management updated the long-range forecast based on the feedback provided by the Board.

On the evening of October 27, 2025, Ms. Glynn had dinner with representatives of Party B, during which a representative of Party B expressed an interest in evaluating a possible transaction with the Company but noted that Party B had many competing business priorities at the time.

On October 28, 2025, Ms. Glynn had a conversation with a representative of a consumer goods company (“Party D”) to ask whether Party D would be interested in evaluating a potential transaction with the Company.

On November 1, 2025, the Company and Henkel executed a confidentiality agreement, containing a customary standstill provision that included exceptions permitting Henkel to make confidential proposals to the Company and also to make acquisition proposals at any time after the Company entered into a definitive agreement resulting in a change of control. Under the confidentiality agreement, Henkel also was permitted to make confidential requests for the Company to waive the standstill provision. On November 10, 2025, the parties also entered into a separate clean team confidentiality agreement. Shortly thereafter, representatives of Perella Weinberg Partners (“PWP”), Parent’s financial advisor, provided representatives of J.P. Morgan with a due diligence request list. Following execution of the confidentiality agreement, the Company granted Parent and its representatives access to a virtual data room containing information regarding the Company.

On November 4, 2025, representatives of J.P. Morgan contacted a representative of Party D to follow up on Party D’s expressed interest in evaluating a potential transaction with the Company. The representative of Party D confirmed it would be interested in evaluating such a transaction.

Also on November 4, 2025, Ms. Glynn had a telephone conversation with the chief executive officer of a cosmetics company (“Party E”) to discuss whether Party E would be interested in evaluating a potential transaction with the Company. Subsequently, on November 19, 2025, the chief executive officer of Party E informed Ms. Glynn that Party E was focused on its internal business operations at the time and therefore was not interested in evaluating a potential transaction with the Company.

On November 5, 2025, the Board approved via unanimous written consent the formation of a Strategic Review Committee of the Board (the “Strategic Review Committee”), comprised of John P. Bilbrey, Tricia Glynn and Martha Morfitt, with the authority to, among other things, (1) review, evaluate and negotiate the terms and conditions of a potential strategic transaction or a proposal for a potential strategic transaction and any alternatives thereto that the Strategic Review Committee deems appropriate; (2) establish, approve, modify, monitor and direct the process and procedures related to the review, evaluation and negotiation of a potential strategic transaction and any alternatives thereto; (3) recommend to the Board whether a potential strategic transaction or any alternative thereto is fair to, and in the best interests of, the Company and its stockholders; (4) provide reports to the Board at such times and regarding such matters as the Strategic Review Committee deems appropriate; and (5) with respect to any actions required to be taken by the full Board with respect to a potential strategic transaction or any alternative thereto, recommend to the full Board what action, if any, should be taken by the Board with the Board retaining final authority to approval any potential strategic transaction. The Board determined that each of the members of the Strategic Review Committee did not have an interest (or, with respect to certain interests in the Tax Receivable Agreement, had agreed to affirmatively waive or had caused the applicable party to the Tax Receivable Agreement to agree to affirmatively waive any such interest) in a potential strategic transaction that is different from, or in addition to, the interests of the Company’s stockholders generally (other than compensation received in connection with his or her service as a director) and did not have any interest or relationship that would affect his or her ability to act in an impartial and disinterested manner with respect to his or her review of any potential strategic transaction. The Strategic Review Committee was formed for convenience and efficiency, and was not formed to address any director conflict of interest and did not have the authority approve any transaction.

Also on November 5, 2025, a representative of Advent, at the request of the Strategic Review Committee, contacted a senior executive of a consumer goods company (“Party F”) to ask whether Party F would be interested in evaluating a potential transaction with the Company.

On November 7, 2025, representatives of the Company’s senior management held a legal due diligence call with representatives of Parent, Latham & Watkins LLP (“Latham”), outside legal counsel to Parent, and representatives of Ropes & Gray in attendance.

On November 10, 2025, the Strategic Review Committee convened a meeting, with members of the Company’s senior management in attendance, to present the updated long-range forecast, including an updated base business case (as updated, the “Company Forecast”) and the two updated aspirational upside scenarios (as updated, the “Upside Forecast Scenarios”) that the Company’s senior management had revised to incorporate the feedback previously provided by the Board at the October 27, 2025 Board meeting. Members of the Company’s senior management and members of the Strategic Review Committee discussed the Company Forecast and the Upside Forecast Scenarios, including the assumptions underlying management’s expectations as set forth therein. Following discussion, members of the Strategic Review Committee determined that each of the Company Forecast and the Upside Forecast Scenarios reflected the feedback provided by the Board at the October 27, 2025 Board meeting and determined that the Company Forecast represented a reasonable and fair presentation of the Company’s projected operating and financial performance for fiscal years 2026 through 2030, and approved the Company Forecast and Upside Forecast Scenarios to be shared with third parties that expressed interest in a potential strategic transaction with the Company. The Strategic Review Committee also approved the Company Forecast for J.P. Morgan to use, and rely upon, in connection with J.P. Morgan’s opinion and related financial analysis as to the fairness, from a financial point of view, of the consideration to be paid to Company stockholders in any proposed transaction should the Board request that J.P. Morgan deliver such opinion.

On November 11 and 12, 2025, representatives of the Company’s senior management held a series of meetings with representatives of Parent during which representatives of the Company’s senior management presented information regarding the Company, including the Company Forecast and Upside Forecast Scenarios. Following these meetings, through November 21, 2025, representatives of the Company’s senior management and the Company’s advisors held additional meetings with representatives of Parent and Parent’s advisors to discuss various due diligence topics, including legal, regulatory, litigation, tax, financial and operational matters.

On November 12, 2025, representatives of J.P. Morgan contacted a representative of a consumer goods company (“Party G”) to ask whether Party G would be interested in evaluating a potential transaction with the Company.

On November 18, 2025, Party G informed representatives of J.P. Morgan that it was not interested in pursuing a transaction with the Company at that time.

On November 25, 2025, Party C informed representatives of J.P. Morgan that it was not interested in pursuing a transaction with the Company at that time.

On November 26, 2025, Parent submitted to representatives of J.P. Morgan a written non-binding indicative proposal to acquire all of the Company’s outstanding Shares for $1.85 per share (the “November 2025 Parent Proposal”). The November 2025 Parent Proposal represented a 68% premium to the closing stock price of the Common Stock on November 25, 2025. The November 2025 Parent Proposal assumed that all future payments to all parties to the Tax Receivable Agreement would be waived. Parent noted that it anticipated being in a position to execute a merger agreement and announce a transaction shortly after December 11, 2025, subject to completion of its confirmatory due diligence. The November 2025 Parent Proposal was accompanied by a draft merger agreement, which contemplated a one-step merger structure and provided for, among other things, (i) no fiduciary out provision that would permit the Company to terminate the merger agreement to accept a superior

proposal, (ii) delivery of a written consent of Company Stockholders adopting the merger agreement promptly after execution of the merger agreement and the right of Parent to terminate the merger agreement and receive a termination fee if the stockholder consent is not timely delivered, (iii) an antitrust cooperation covenant that did not require Parent to divest any assets or businesses or agree to any conduct or other remedies to obtain regulatory clearance, (iv) a termination fee equal to 3.5% of the Company’s transaction value payable in certain circumstances, including if the Company Stockholder consent is not timely delivered, and (v) the acceleration and cash out at closing of all Company Options and Company RSU Awards. The November 2025 Parent Proposal was promptly communicated to the members of the Strategic Review Committee.

On November 28, 2025, Party D submitted to representatives of J.P. Morgan a written non-binding indicative proposal to acquire all of the Company’s outstanding Shares for $1.55 per share (the “Party D Proposal”). The Party D Proposal represented a 38% premium to the closing stock price of the Common Stock on November 26, 2025. The Party D Proposal also assumed that all future payments to all parties to the Tax Receivable Agreement would be waived. Party D indicated that it expected to be in a position to announce a transaction in February 2026, subject to it performing and satisfactorily concluding its due diligence. The Party D Proposal was promptly communicated to the members of the Strategic Review Committee.

On November 28, 2025, the Strategic Review Committee convened a meeting, with John Duffy, General Counsel of the Company, and representatives of J.P. Morgan and Ropes & Gray in attendance, to discuss the November 2025 Parent Proposal and the Party D Proposal. At the meeting, representatives of J.P. Morgan reviewed the key terms of the November 2025 Parent Proposal and the Party D Proposal and provided a preliminary financial analysis of the $1.85 per share and $1.55 per share prices proposed by Parent and Party D, respectively, based on the Company Forecast. Representatives of J.P. Morgan discussed with the attendees potential feedback to each of Parent and Party D. Following discussion, the Strategic Review Committee concluded that each of the November 2025 Parent Proposal and the Party D Proposal was inadequate and directed representatives of J.P. Morgan to inform each of Parent and Party D of such determination.

Later on November 28, 2025, at the instruction of the Strategic Review Committee, representatives of J.P. Morgan contacted representatives of each of Parent and Party D to inform each party that its proposal was inadequate and that it would need to increase its proposed purchase price prior to submitting another proposal for the Board’s consideration. Representatives of J.P. Morgan informed representatives of Party D that the Company would provide Party D with further due diligence, including holding a management meeting in December and providing access to a virtual data room, to enable Party D to conduct further due diligence to improve its proposal.

Also on November 28, 2025, Party F informed a representative of the Strategic Review Committee that Party F would not proceed with evaluating a transaction with the Company.

On November 30, 2025, the Board convened a meeting, with members of the Company’s senior management and representatives of Ropes & Gray in attendance, to discuss each of the November 2025 Parent Proposal and the Party D Proposal. Ms. White was recused from the meeting. A representative from Ropes & Gray reviewed with the Board the directors’ fiduciary duties in connection with the Board’s evaluation of the proposals received from Parent and Party D and responded to questions from the Board. Ms. Glynn referred to the recent meeting of the Strategic Review Committee and reviewed the key terms of each proposal. Ms. Glynn noted that the committee had determined that both proposals were inadequate and had instructed representatives of J.P. Morgan to inform each of Parent and Party D that its proposal was inadequate. Following discussion, the Board members present at the meeting unanimously expressed support for the Strategic Review Committee’s determination to reject each of the November 2025 Parent Proposal and the Party D Proposal as inadequate and instruction to J.P. Morgan to inform each of Parent and Party D that its proposal was inadequate and to encourage each party to submit a higher proposal.

On December 1, 2025, the Company and Party D executed a confidentiality agreement, containing clean team provisions and a customary standstill provision that included exceptions permitting Party D to make

confidential proposals to the Company and also to make acquisition proposals at any time after the Company entered into a definitive agreement resulting in a change of control. Under the confidentiality agreement, Party D also was permitted to make confidential requests for the Company to waive the standstill provision. Shortly thereafter, the Company granted Party D access to a virtual data room containing information regarding the Company.

Between December 1 and December 7, 2025, representatives of the Company’s senior management and the Company’s advisors responded to additional diligence questions from each of Parent and Party D.

On December 7, 2025, representatives of Ropes & Gray shared with representatives of Latham, acting as advisor to Parent, a revised draft of the merger agreement that provided for, among other things, (i) a 45-day “go-shop” period during which the Company and its representatives could solicit alternative proposals, after which the written consent of the Advent Stockholders would be delivered if the merger agreement had not been terminated, (ii) a fiduciary out provision that would permit the Company to terminate the merger agreement to accept a superior proposal prior to delivery of the written consent of the Advent Stockholders, subject to the Company paying a termination fee to Parent, (iii) a termination fee equal to 1.4% of the Company’s transaction value payable in the event the Company terminates the merger agreement to accept a superior proposal arising during the “go-shop” period or 2.8% of the Company’s transaction value payable in the event the Company terminates the merger agreement in certain other circumstances, and (iv) a “hell or high water” antitrust covenant that required Parent and its affiliates (including Henkel) to take any and all steps to obtain regulatory approvals.

On December 10, 2025, representatives of the Company’s senior management held a management presentation with representatives of Party D.

Also on December 10, 2025, Party B informed representatives of J.P. Morgan that it would not proceed with evaluating a transaction with the Company, indicating Party B was focused on other strategic priorities.

On December 12, 2025, representatives of Parent informed representatives of J.P. Morgan that Parent would not be able to execute a transaction on the timeline previously communicated because it needed more time to complete its remaining due diligence.

From time to time after December 8, 2025 and through early March 2026, representatives of Parent and the Company engaged in discussions regarding Parent’s ongoing due diligence review.

On December 19, 2025, representatives of the Company’s senior management and representatives of Party D met to discuss additional diligence information regarding the Company.

On January 7, 2026, Bloomberg News published an article reporting that Henkel had submitted an offer to acquire the Company.

Later on January 7, 2026, representatives of J.P. Morgan contacted representatives of Party A, which had expressed interest in a potential transaction in April 2025 but subsequently declined to proceed, to ask whether Party A would be interested in evaluating a potential transaction with the Company at the present time and at a higher valuation than its April 2025 Party A Proposal. Party A initially expressed interest and was provided a draft confidentiality agreement, but on January 13, 2026, Party A indicated that it was unable to pursue a whole-Company transaction.

On January 9, 2026, Party D informed representatives of J.P. Morgan that it was no longer interested in pursuing a potential transaction with the Company.

On January 28, 2026, the Board held a regularly scheduled meeting, with members of the Company’s senior management in attendance. During the meeting, Ms. Glynn provided the Board with an update on the Company’s

recent discussions with Parent and efforts by the Company and J.P. Morgan to engage other potential parties as part of the Board’s ongoing review of strategic alternatives. Ms. Glynn confirmed that, in light of the status of the ongoing review of strategic alternatives, including the discussions with Parent, that the Advent Stockholders agreed to extend their agreement to waive any change of control payment that would otherwise be due to the Advent Stockholders under the Tax Receivable Agreement through March 31, 2026. Each of Ms. Dagousset and Ms. Findlay subsequently confirmed that they would also extend their agreement to waive any change of control payment that would otherwise be due to them under the Tax Receivable Agreement on the same terms and conditions as agreed to by the Advent Stockholders. Also at the January 28 meeting, the Board approved the Company’s annual operating plan for 2026, which reflected minor increases to the Company’s forecasted results for fiscal year 2026, including minor increases in certain performance metrics, including net revenue and adjusted EBITDA, as compared to the Company Forecast approved in November 2025. The Board also adopted such annual operating plan for fiscal year 2026 to be the updated forecast for such period to be included in the Company Forecast, and approved sharing the updated forecast for fiscal year 2026 with Parent, and any other third party that expressed interest in a potential strategic transaction with the Company, as well as with J.P. Morgan for its use, and reliance, in connection with J.P. Morgan’s opinion and related financial analysis as to the fairness, from a financial point of view, of the consideration to be paid to Company Stockholders should the Board request that J.P. Morgan deliver such opinion.

On February 5, 2026, J.P. Morgan provided to the Board a customary disclosure letter regarding their material investment banking relationships with the Company, Henkel and Advent.

On February 23, 2026, Parent submitted to representatives of J.P. Morgan a written non-binding indicative proposal to acquire all of the Company’s outstanding shares of Common Stock for $2.03 per share (the “February 2026 Parent Proposal”). The February 2026 Parent Proposal represented a 23% premium to the closing stock price of the Common Stock on February 20, 2026 and a 50% premium to the closing stock price of the Common Stock on January 6, 2026, the last full trading day prior to the report by Bloomberg News that Parent had submitted a proposal to acquire the Company. The February 2026 Parent Proposal assumed that all future payments to all parties to the Tax Receivable Agreement would be waived and indicated that Parent anticipated being in a position to execute a merger agreement in the beginning of March 2026, subject to completion of its confirmatory due diligence. The February 2026 Parent Proposal was promptly communicated to the Board.

On February 24, 2026, representatives of Latham shared with representatives of Ropes & Gray a revised draft of the merger agreement that, among other things, (i) removed the “go-shop” period, (ii) removed the fiduciary out provision that would permit the Company to terminate the merger agreement to accept a superior proposal, (iii) provided for the delivery of a written consent of Company Stockholders adopting the merger agreement on the date the merger agreement is executed and reinserted the right of Parent to terminate the merger agreement and receive a termination fee if the stockholder consent is not timely delivered, (iv) provided an antitrust covenant that did not require Parent or its affiliates (including Henkel) to divest any assets or businesses or agree to any conduct or other remedies and required Parent’s consent to the Company effecting any such remedies, which could only be done by the Company to the extent doing so did not result in the loss of an amount of net sales of the Company to be mutually agreed, and (v) included a termination fee equal to 3.4% of the Company’s transaction value payable in certain circumstances, including if the Company Stockholder consent is not timely delivered.

On February 25, 2026, the Board convened a meeting, with members of the Company’s senior management in attendance. Ms. White recused herself from all discussions regarding the review of strategic alternatives or the status of the Company’s engagement with Henkel. Representatives of the Strategic Review Committee provided the Board with an update on recent conversations with parties potentially interested in a transaction with the Company, including Parent, and the terms of the February 2026 Parent Proposal that was under review by the Strategic Review Committee.

Also at the February 25, 2026 meeting, the Board discussed the terms of the draft engagement letter proposed to be entered into by the Company to engage J.P. Morgan as financial advisor to the Company, as well

as a summary of J.P. Morgan’s relationship disclosure letter that J.P. Morgan delivered to the Board on February 5, 2026, each of which had been distributed to the Board in advance of the meeting. Following discussion, the Board concluded that none of the matters set forth in the relationship disclosure would limit J.P. Morgan’s ability to fulfill its responsibilities as financial advisor to the Company in connection with a potential strategic transaction. The Board approved the engagement of J.P. Morgan as financial advisor to the Company in connection with a potential strategic transaction, and the execution of the engagement letter with J.P. Morgan. The decision of the Board to engage J.P. Morgan was based on, among other things, J.P. Morgan’s familiarity with, and experience in, the consumer and beauty industries and advisory work on transactions similar to the transaction being considered by the Board as well as the prior business experience certain members of the Board had with J.P. Morgan.

Following the meeting, on February 25, 2026, the Company and J.P. Morgan executed the engagement letter approved by the Board.

On February 26, 2026, the Strategic Review Committee convened a meeting, with Mr. Duffy and representatives of J.P. Morgan and Ropes & Gray in attendance, to discuss the February 2026 Parent Proposal. Representatives of J.P. Morgan reviewed the key terms of the February 2026 Parent Proposal and provided a preliminary financial analysis of the $2.03 per share purchase price proposed by Parent. Representatives of J.P. Morgan reviewed the status of the Company’s and J.P. Morgan’s efforts to engage other potentially interested parties, noting that Party D had withdrawn its interest in a potential transaction involving the Company and that all of the other parties contacted as part of the review of strategic alternatives had indicated they would not proceed with evaluating a transaction with the Company. In addition, members of the Strategic Review Committee noted that no other party had contacted J.P. Morgan or the Company regarding its interest in a potential transaction involving the Company following the January 7, 2026 Bloomberg News article reporting that Henkel had submitted an offer to acquire the Company.

Representatives of Ropes & Gray then summarized the terms of the proposed merger agreement provided by Parent, referencing the most recent draft of the merger agreement which had been provided to the Strategic Review Committee members in advance of the meeting. The Strategic Review Committee discussed, among other things, that the antitrust covenant in the draft merger agreement did not provide sufficient commitments by Parent to seek to obtain the antitrust approvals required to consummate the merger and that Parent continued to require that the Advent Stockholders deliver a stockholder consent adopting the merger immediately after execution of the merger agreement. The representatives of Ropes & Gray also noted that Parent continued to request that all parties waive all payments under the Tax Receivable Agreement and that Parent expected that any Company RSU Awards granted by the Company in 2026, including the ordinary course annual awards previously approved by the Board, would be converted into cash-settled awards upon closing of the merger and remain subject to vesting thereafter. Following discussion, the members of the Strategic Review Committee concluded that the February 2026 Parent Proposal, as a whole (including the purchase price and other terms), was not acceptable and that the committee was not prepared to recommend that the Board accept such proposal. The Strategic Review Committee also provided representatives of Ropes & Gray with feedback on the proposed terms of the proposed merger agreement to be shared with Parent’s representatives.

On February 27, 2026, representatives of Ropes & Gray shared with representatives of Latham a revised draft of the merger agreement that, among other things, (i) reinserted a “go-shop” period of 30 days, after which the written consent of the Advent Stockholders would be delivered if the merger agreement had not been terminated, (ii) reinserted a fiduciary out provision that would permit the Company to terminate the merger agreement to accept a superior proposal prior to delivery of the written consent of the Advent Stockholders, subject to the Company paying a termination fee to Parent, (iii) reinserted a “hell or high water” antitrust covenant that also required Parent’s affiliates (including Henkel) to take any and all steps to obtain regulatory approvals, and (iv) included a termination fee equal to 1.4% of the Company’s transaction equity value payable in the event the Company terminates the merger agreement to accept a superior proposal arising during the “go-shop” period or 2.8% of the Company’s transaction equity value payable by the Company in certain other circumstances.

On February 28, 2026, representatives of PWP informed representatives of J.P. Morgan that Parent was not willing to agree to a “hell or high water” antitrust covenant but would be willing to consider an antitrust covenant that increased the commitments offered by Parent, and requested that the Company propose a new antitrust covenant for Parent to consider. Representatives of PWP also noted the reinsertion of the “go shop” provision in the draft merger agreement and noted that Parent expected, based upon the transaction process to date, including the January 7, 2026 Bloomberg News article, that the Company would not require a “go shop” if the parties were able to agree on purchase price and an acceptable antitrust covenant that provided additional commitments from Parent.

On March 1, 2026, the Board convened a meeting, with members of the Company’s senior management and representatives of J.P. Morgan and Ropes & Gray in attendance, to get an update on, and discuss, the February 2026 Parent Proposal. Representatives of J.P. Morgan reviewed the key terms of the February 2026 Parent Proposal and reviewed the status of the Company’s and J.P. Morgan’s efforts to engage other potentially interested parties, noting that Party D had withdrawn its interest in a transaction with the Company and that all of the other parties contacted as part of the review of strategic alternatives had indicated that they would not proceed with evaluating a transaction with the Company and that no other party had contacted J.P. Morgan or the Company following the January 7, 2026 Bloomberg News article reporting that Henkel had submitted an offer to acquire the Company. Representatives of J.P. Morgan provided a preliminary financial analysis of the $2.03 per share purchase price proposed by Parent.

Representatives of Ropes & Gray referenced the most recent draft of the merger agreement provided by Parent. The Board discussed, among other things, that the antitrust covenant in the draft merger agreement provided by Parent did not provide sufficient commitments by Parent to seek to obtain the antitrust approvals required to consummate the merger and that Parent continued to require that the Advent Stockholders deliver a stockholder consent adopting the merger immediately after execution of the merger agreement. The representatives of Ropes & Gray also noted that Parent continued to request that all parties waive all payments under the Tax Receivable Agreement and that Parent expected that any Company RSU Awards granted by the Company in 2026, including the annual awards previously approved by the Board in the ordinary course, would be converted into cash-settled awards upon closing of the merger and remain subject to vesting thereafter. Ms. Glynn and representatives of Ropes & Gray noted that the Strategic Review Committee had provided representatives of Ropes & Gray with feedback on the proposed terms to be included in the next draft of the proposed merger agreement. Representatives of Ropes & Gray noted that since sharing the February 27, 2026 draft of the merger agreement, representatives of PWP had indicated that Parent would be willing to consider an antitrust covenant that provided increased commitments from Parent but would not agree to a “hell or high water” covenant. Members of the Board discussed a potential willingness to agree to Parent’s proposal that required the Advent Stockholders to provide the requisite stockholder adoption of the merger agreement promptly after execution of the merger agreement if Parent increased its purchase price and provided an antitrust covenant with increased commitments from Parent. Following discussion, the Board members unanimously agreed that the February 2026 Parent Proposal was not acceptable, but expressed support for the Strategic Review Committee’s recommended next steps to respond to the February 2026 Parent Proposal, including (i) to continue to seek a go-shop provision, (ii) to propose an alternative antitrust covenant that would require Parent and its affiliates to use reasonable best efforts to obtain antitrust approval, including divesting assets or businesses unless doing so would have a material adverse effect on the combined company’s haircare business, coupled with a reverse termination fee equal to 12% of the Company’s transaction equity value payable if the merger agreement is terminated in certain circumstances as a result of failure to obtain antitrust approvals and a “clear skies” provision preventing Parent from acquiring any entity, business or assets if doing so would reasonably be expected to prevent or delay the receipt of any antitrust approval or clearance for the merger, (iii) to maintain its position that only the Advent Stockholders, Ms. Dagousset and Ms. Findlay would waive payments due under the Tax Receivable Agreement and (iv) to continue to seek that Company RSUs granted in 2026 and already approved by the Board be treated the same as all other Company RSU Awards in the merger.

Also on March 1, 2026, representatives of Ropes & Gray shared with representatives of Latham and Cleary Gottlieb Steen & Hamilton LLP (“Cleary”), antitrust counsel to Parent, a revised proposal regarding the antitrust covenant in the draft merger agreement, which proposal (i) required Parent and its affiliates to use reasonable best efforts to obtain antitrust approvals, including divesting assets or businesses unless doing so would result in a material adverse effect on the combined haircare business of Parent and its subsidiaries (including the Company and its subsidiaries following the merger), (ii) included a “clear skies” provision preventing Parent from acquiring any entity, business or assets if doing so would reasonably be expected to prevent or delay the receipt of any antitrust approval or clearance for the merger, and (iii) required payment by Parent of a termination fee equal to 12% of the Company’s transaction equity value in the event the merger agreement is terminated in certain circumstances as a result of failure to obtain antitrust approvals.

Later on March 1, 2026, representatives of Ropes & Gray shared with representatives of Latham a draft of the Company disclosure letter to accompany the merger agreement.

Between March 1, 2026 and March 20, 2026, Parent continued and subsequently completed its due diligence of the Company.

On March 20, 2026, Parent submitted to representatives of J.P. Morgan a written non-binding final proposal to acquire all of the Company’s outstanding shares of Common Stock for $2.03 per share (the “March 2026 Parent Proposal”). The March 2026 Parent Proposal represented a 56% premium to the closing stock price of the Common Stock on March 19, 2026 and a 50% premium to the closing stock price of the Common Stock on January 6, 2026, the last full trading day prior to the report by Bloomberg News that Henkel had submitted a proposal to acquire the Company. The March 2026 Parent Proposal assumed that the Advent Stockholders, Ms. Dagousset, and Ms. Findlay would waive all future payments that may be owed to them under the Tax Receivable Agreement and that no more than an aggregate of $14.4 million of payments (assuming an outside date in the merger agreement of December 31, 2026) would be paid to the non-waiving holders pursuant to the Tax Receivable Agreement. The March 2026 Parent Proposal also expressly required that the Advent Stockholders deliver the requisite stockholder approval to adopt the merger agreement immediately after execution of the merger agreement and enabled Purchaser to terminate the merger agreement if such requisite stockholder approval was not promptly delivered. The March 2026 Parent Proposal was promptly communicated to the members of the Strategic Review Committee.

Later on March 20, 2026, representatives of Latham shared with representatives of Ropes & Gray a revised draft of the merger agreement that, among other things, (i) removed the “go-shop” period, (ii) removed the fiduciary out provision that would permit the Company to terminate the merger agreement to accept a superior proposal, (iii) provided for the delivery of a written consent of Company Stockholders adopting the merger agreement on the date of execution of the merger agreement and reinserted the right of Parent to terminate the merger agreement and receive a termination fee if the stockholder consent is not timely delivered, (iv) removed the obligations of Parent and its affiliates to take certain divestiture or behavioral actions to obtain antitrust approval, but provided that Parent would be obligated to respond to a second request, and (v) included a termination fee equal to 2.8% of the Company’s transaction equity value payable in certain circumstances, including if the Company Stockholder consent is not timely delivered.

On March 21 and 22, 2026, members of the Strategic Review Committee discussed the March 2026 Parent Proposal among each other and with representatives of Ropes & Gray and J.P. Morgan.

Also on March 22, 2026, representatives of Latham sent representatives of Ropes & Gray a revised draft of the disclosure letter to accompany the merger agreement.

Later on March 22, 2026, at the direction of the Strategic Review Committee, representatives of J.P. Morgan held a call with representatives of PWP, during which the representatives of J.P. Morgan informed the representatives of PWP that (i) Parent’s proposed antitrust efforts covenant still did not provide a sufficient level

of commitment by Parent to seek to obtain antitrust approvals required to consummate the proposed merger, and that Parent’s affiliates (including Henkel) must also be committed to seeking antitrust approvals and (ii) the draft merger agreement needed to be updated to reflect the parties’ agreement to the acceleration and cash out of all Company RSU Awards, including those previously approved for grant in 2026.

On March 23, 2026, representatives of J.P. Morgan held a call with representatives of PWP, during which the representatives of PWP told the representatives of J.P. Morgan that (i) Parent would not agree to any antitrust reverse termination fee, (ii) Parent would agree to respond to a second request and to litigate to remove any restraints on consummation of the merger, and would agree to an outside date up to 18 months from the date of signing, and (iii) Parent wanted to align with the Company on the terms of the antitrust efforts provisions in the merger agreement before responding on any other remaining issues, but that if the parties could agree on the antitrust covenant, Parent would be willing to discuss a potential increase in purchase price.

On March 23, 2026, representatives of Latham shared with representatives of Ropes & Gray a revised proposal regarding the antitrust efforts provisions in the draft merger agreement, which (i) provided that Parent and its affiliates would be required to use reasonable best efforts to obtain antitrust approvals, including responding to a second request and litigating to remove any restraints on consummation of the merger, but would not need to divest assets or businesses or agree to any other remedies, and (ii) provided for an initial outside date that is 12 months following signing plus one automatic extension to 18 months following signing in the event antitrust approvals are not obtained as of the original outside date but all other conditions to closing have been satisfied or waived on or prior to such original outside date, but (iii) did not include a “clear skies” covenant.

Later on March 23, 2026, the Strategic Review Committee convened a meeting, with Mr. Duffy in attendance, to discuss the March 2026 Parent Proposal. Ms. Glynn noted that Parent had proposed a revised antitrust covenant that would not require Parent to divest assets or businesses of Parent or the Company but would require Parent to respond to a second request from antitrust authorities and to litigate in order to contest any proceeding seeking to prevent consummation of the merger, and Parent would agree to an outside date of 18 months from signing in order to allow time for a second request or litigation to be resolved. Members of the Strategic Review Committee also discussed that Parent had communicated an unwillingness to agree to any antitrust reverse termination fee and viewed it as a threshold issue and that Parent continued to be unwilling to agree to a “clear skies” covenant. Ms. Glynn further noted that Parent had stated through its financial advisor that if the parties could agree to an antitrust covenant construct, Parent would be willing to consider an increase in purchase price and could move quickly to finalize the other terms in the draft merger agreement. Following that discussion, the Strategic Review Committee members concluded that: (i) Parent’s proposed antitrust covenant would be acceptable if Parent agreed to a customary “clear skies” covenant, and (ii) the Company should seek improvement on purchase price in connection with agreeing to Parent’s proposed antitrust covenant and agreeing that Parent would be able to terminate the merger agreement if the stockholder consent is not delivered by the Advent Stockholders on the same day as the execution of the merger agreement. The Strategic Review Committee determined to instruct J.P. Morgan and Ropes & Gray to engage with PWP and Parent’s outside counsel to seek the foregoing.

On March 24, 2026, representatives of J.P. Morgan held a call with representatives of PWP to discuss the positions determined by the Strategic Review Committee at its March 23, 2026 meeting. During this call, the representatives of PWP told the representatives of J.P. Morgan that (i) Parent would agree to a “clear skies” covenant and (ii) Parent would increase its purchase price to $2.06 per share if the Company would agree that Parent would be able to terminate the merger agreement and receive a termination fee if the stockholder consent is not delivered by the Advent Stockholders on the same day as the execution of the merger agreement. The $2.06 per share proposal represented a 57% premium to the closing stock price of the Common Stock on March 23, 2026 and a 53% premium to the closing stock price of the Common Stock on January 6, 2026, the last full trading day prior to the report by Bloomberg News that Parent had submitted a proposal to acquire the Company. Members of the Strategic Review Committee met thereafter to discuss Parent’s updated proposal.

Also on March 24, 2026, representatives of Ropes & Gray and representatives of Latham shared drafts of the (i) waiver and amendment to the Tax Receivable Agreement, and (ii) the stockholder written consent.

Later on March 24, 2026, representatives of Ropes & Gray shared with representatives of Latham a revised draft of the merger agreement that, among other things, (i) reflected the antitrust covenant proposed by representatives of Latham the prior day, including the requirement that Parent and its affiliates use reasonable best efforts to obtain antitrust approvals, including responding to a second request and litigating to remove any restraints on consummation of the merger, but would not need to divest assets or businesses or agree to any other remedies, (ii) reinserted a “clear skies” covenant, (iii) included an initial outside date of March 31, 2027 plus one automatic extension to September 30, 2027 in the event antitrust approvals are not obtained as of the original outside date, but all other conditions to closing have been satisfied or waived on or prior to such original outside date, and (iv) included a termination fee equal to 2.8% of the Company’s transaction equity value payable by the Company in certain circumstances, including the failure of the Advent Stockholders to deliver the stockholder consent on the same day as the execution of the merger agreement.

Also on March 24, 2026, J.P. Morgan provided to the Board an updated customary disclosure letter regarding their material investment banking relationships with the Company, Henkel and Advent.

Later on March 24, 2026, the Board convened a meeting, with members of the Company’s senior management and representatives of J.P. Morgan and Ropes & Gray in attendance, to discuss the March 2026 Parent Proposal and the revised terms subsequently proposed by Parent. Representatives of J.P. Morgan reviewed the terms of the March 2026 Parent Proposal, the revised terms subsequently proposed by Parent and the status and history of negotiations with Parent. Representatives of J.P. Morgan then presented its financial analysis of the Merger Consideration provided for in the merger agreement. A representative from J.P. Morgan then delivered to the Board an oral opinion, which was subsequently confirmed in writing, that as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by J.P. Morgan in preparing its opinion, the Merger Consideration to be paid to the Company Stockholders (other than holders of Excluded Shares as defined in such opinion) in the proposed Merger was fair, from a financial point of view, to such holders. For a detailed discussion of the opinion of J.P. Morgan, see the section entitled “Opinion of J.P. Morgan”, beginning on page 36.

Representatives of Ropes & Gray then reviewed the directors’ fiduciary duties in the context of considering the proposed transaction with Parent, summarized the terms of the proposed merger agreement and waiver and amendment to the Tax Receivable Agreement that had been negotiated with Parent and responded to various questions from the Board. Representatives of Ropes & Gray noted that a final execution version of the merger agreement and related ancillary agreements would be distributed to the Board for final approval, along with a summary of any key changes as compared to the drafts provided to the Board prior to the meeting.

Later on March 24, 2026, representatives of Ropes & Gray sent representatives of Latham a revised draft of the disclosure letter to accompany the merger agreement.

Between March 24 and March 25, 2026, representatives of Ropes & Gray and Latham exchanged revised drafts of the merger agreement, disclosure letter, waiver and amendment to the Tax Receivable Agreement and stockholder written consent, and finalized such documents. Following finalization of such documents, the execution copies, together with blacklines showing all changes from the versions previously shared with the Board prior to the March 24, 2026 meeting, were circulated to the Board.

On March 25, 2026, the Board, acting by unanimous written consent, among other things: (i) determined that the Merger Agreement and the Merger and the other Transactions are advisable, fair to and in the best interests of the Company and 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.

On March 26, 2026, the Company, Parent and Merger Sub executed the Merger Agreement and the Company, the TRA Representative and the TRA Waiving Parties executed the TRA Waiver and Amendment.

Also on March 26, 2026, shortly after the execution of the Merger Agreement, the Advent Stockholders delivered the Principal Stockholders Written Consent.

On that same morning, each of the Company and Henkel issued a press release announcing the execution of the Merger Agreement.

Recommendation of the Board; Reasons for the Merger

On March 25, 2026, the Board, after consideration of various reasons discussed below, unanimously: (i) determined that the Merger Agreement and the Merger and the other Transactions are advisable, fair to and in the best interests of the Company and 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.

In evaluating the terms of the Merger Agreement and the Transactions, including the Merger, the Board consulted with the Company’s senior management team and the Company’s independent legal and financial advisors. The Board considered a variety of reasons, including the following (which are not listed in any relative order of importance), all of which the Board viewed as generally supporting its (i) determination that the Merger Agreement and the Merger and the other Transactions are advisable, fair to and in the best interests of the Company and the Company Stockholders, (ii) approval, adoption and declaration as advisable the entrance into and execution and delivery of the Merger Agreement and the Transactions, including the Merger, (iii) direction 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, recommendation that the Company Stockholders adopt the Merger Agreement:

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Attractive Price. The all-cash consideration of $2.06 per Share, taking into account the Board’s familiarity with the business, operations, prospects, strategic and short and long term operating plans, assets, liabilities and financial condition of the Company on a historical and prospective basis and the relative certainty and liquidity of the all-cash Merger Consideration, is more favorable to the Company Stockholders than the potential value that could reasonably be expected to be generated from the alternative of the Company continuing to operate independently and pursuing its current business and financial plans on a standalone basis, taking into account the execution risks associated with continued independence;

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Substantial Premium. The current and historical market prices of the Common Stock, and the fact that the Merger Consideration represents a compelling premium to recent market prices of the Common Stock, including:

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a 57% premium to the closing price of the Common Stock on March 23, 2026;

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a 44% premium to the volume weighted average price for the Common Stock over the 30 trading days ending on March 23, 2026;

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a 16% premium to the highest closing stock price of the Common Stock over the 52-week period ending on March 23, 2026;

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a 53% premium to the closing stock price of the Common Stock on January 6, 2026, the last full trading day prior to the report by Bloomberg News that Parent had submitted a proposal to acquire the Company; and

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an 87% premium to the closing stock price of the Common Stock on November 25, 2025, the last full trading day prior to Parent’s November 26, 2025 proposal.

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Certainty of Value. The Merger Consideration is all cash and the Transactions therefore provide certain and immediate value and liquidity to the Company Stockholders for their Shares, especially when viewed against the internal and external risks and uncertainties associated with certain macroeconomic conditions, including the current state of the U.S. and global economies, and the potential impact of such risks and uncertainties on a standalone strategy of the Company and the trading price of the Shares;

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Other Strategic Alternatives. The Board considered the fact that representatives of the Company and J.P. Morgan contacted eight potential counterparties, which the Board and J.P. Morgan determined would be most likely to have an interest in acquiring, and be able to pay a competitive price for, the Company, and that, following discussions with such counterparties, only one counterparty other than Parent entered into a confidentiality agreement with the Company and demonstrated an interest in pursuing a strategic transaction with the Company and the fact that this one other counterparty subsequently withdrew its interest, and the belief of the Board, after a thorough review of possible alternative strategic alternatives reasonably available to the Company (including continuing to operate on a stand-alone basis), in each case taking into account the potential benefits, risks and uncertainties associated with those alternatives, that the Merger represented the Company’s best reasonably available prospect for maximizing stockholder value;

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No Competing Proposals. The Board considered the fact that market rumors became public that the Company was in discussions with Parent involving a potential sale transaction, which provided third parties with an opportunity to put forward a compelling proposal, and the fact that, although the Board had not granted any potential bidder exclusivity and was free to consider indications of interest from any party, no potential acquirer other than Parent made a definitive proposal to acquire the Company after such market rumors became public;

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Risks of Achieving Standalone Plan and Long-Term Value. The Board’s belief that the per Share Merger Consideration compares favorably to the potential long-term value of the Common Stock if the Company were to remain as a standalone business after taking into account the risks and uncertainties associated with remaining a standalone business, including the Company’s business, competitive position and current industry and financial conditions. Specifically, among other things, the Board considered:

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its assessment of the Company’s business, assets and prospects, its competitive position and historical and projected financial performance, including the Company management’s financial projections summarized in “The Merger - Certain Unaudited Prospective Financial Information” beginning on page 42;

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the challenges of operating as a standalone public company, including balancing the competing needs for improved or stable shareholder returns on a quarter-to-quarter basis, on the one hand, with the need for increased spending, including capital expenditures, to advance implementation of the Company’s long-term strategic plan, on the other hand;

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the execution risks implicit in the Company’s management projections, including risks related to the Company’s ability to execute on its business transformation plan, including the risk that new product designs may not succeed as planned, the risk that the Company’s omni-channel strategy may not be successful in driving sales, the risk relating to implementation of key systems, the risk that capital expenditure requirements will be greater than those projected and may not have the projected impact on the expected timeline or at all and the risk that the Company could be unable to retain key talent; and

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the risks and uncertainties relating to the competition the Company’s brands face from other beauty manufacturers and retailers as well as third-party distribution channels that sell the Company’s merchandise, such as e-commerce, department stores and specialty stores;

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Risks Associated with Regulatory Processes. The risks inherent in obtaining and maintaining regulatory approvals from regulatory authorities to be able to sell the Company’s products, and that approval may require expensive and time-consuming testing or reporting as conditions to obtaining or maintaining such approvals;

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Potentially Limited Period of Opportunity. The risk that continuing with the strategic process was unlikely to result in a transaction at a more attractive price than offered by Parent, the risk that if the Company did not accept the Parent offer (as provided for in the Merger Agreement), the Company might not have had another opportunity to do so, and the belief of the Board that Parent was only willing to enter into the Transactions (as provided for in the Merger Agreement) for a limited period of time;

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Best Offer. The belief of the Board that (i) as a result of an active negotiating process, the Company had obtained Parent’s best offer, (ii) there was substantial risk of losing Parent’s offer of $2.06 per Share if the Company determined that it should pursue a higher price or a transaction with another party and (iii) based on the conversations and negotiations with Parent, the Merger Consideration of $2.06 per Share represented the highest price reasonably obtainable from Parent by the Company under the circumstances;

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SEC Form PREM14C filed by Olaplex Holdings Inc.