TABLE OF CONTENTS

3

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS

The following table sets forth the name, age and class, as of April 20, 2026, of individuals who currently serve as directors on our board of directors (the “Board”). Our Board currently consists of four directors with terms expiring in 2028 (Class I), four directors with terms expiring in 2026 (Class II), and three directors with terms expiring in 2027 (Class III). At each annual meeting of stockholders, directors in one class are elected for a full term of three years to succeed those directors whose terms are expiring.

4

Class II – Directors with Terms Expiring in 2026

5

6

Class III – Directors with Terms Expiring in 2027

7

8

Class I – Directors with Terms Expiring in 2028

9

10

CORPORATE GOVERNANCE

Board Meetings and Executive Sessions

Our Board held seven meetings during fiscal year 2025. Periodically throughout the year, the non-employee directors meet in executive session without members of management present. These meetings allow such directors to discuss issues of importance to the Company, including the business and affairs of the Company and matters concerning management, without any member of management present.

Controlled Company Status

We are a “controlled company” within the meaning of the corporate governance standards of the Nasdaq Stock Market LLC (the “Nasdaq Rules”). Under the Nasdaq Rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or other company is a “controlled company” and may elect, and we have elected, not to comply with certain corporate governance standards, including the requirements that (1) a majority of our Board consist of independent directors, (2) our Board have a compensation committee that consists entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) our director nominations be made, or recommended to our full Board, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process. In the event that we cease to be a “controlled company” and our shares continue to be listed on the Nasdaq Global Select Market, we will be required to comply with these provisions within the applicable transition periods.

Board Independence

Our Corporate Governance Guidelines provide that our Board shall consist of such number of directors who are independent as is required by and determined in accordance with the Nasdaq Rules and applicable laws. Under our Corporate Governance Guidelines, an “independent” director is a director who meets the qualification requirements for being an independent director under applicable laws and the Nasdaq Rules, including the requirement that the Board must have affirmatively determined that the director does not have a relationship with the Company that would impair his or her independence. To guide its determination as to whether or not a business, personal or charitable relationship between the Company and an organization with which a director is so affiliated may impair his or her independence, the Board, or designated committee of the Board, may from time to time adopt categorical standards of independence.

Since we are a “controlled company” under the Nasdaq Rules, the Board is not required to consist of a majority of independent directors and the Compensation Committee and the Nominating and Corporate Governance Committee are not required to consist entirely of independent directors. The Board has determined to rely on exemptions permitted for controlled companies under the Nasdaq Rules.

Committees and Committee Composition

During fiscal year 2025, the Board had three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The members of each committee are appointed by the Board and serve until their successors are elected and qualified, unless they are earlier removed or resign. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues. In reliance on exemptions permitted for a “controlled company” within the meaning of the Nasdaq Rules, our Compensation Committee and Nominating and Corporate Governance Committee are not composed entirely of independent directors as defined under the Nasdaq Rules. The controlled company exemptions do not modify the independence requirements for the Audit Committee, and we comply with the audit committee requirements of the Sarbanes-Oxley Act of 2002, as amended, and the Nasdaq Rules. The table below lists members of these committees as of the date of this Amendment and provides information about the membership of these committees during fiscal year 2025:

11

Audit Committee — The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. The Audit Committee reports to the Board and is responsible for the following:

12

The Audit Committee consists of Pamela Edwards, Jerome Griffith and Martha Morfitt, with Martha Morfitt serving as the chairperson of the Audit Committee. Our Board has determined that each of Pamela Edwards, Jerome Griffith and Martha Morfitt meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq Rules. Our Board has determined that Martha Morfitt has financial sophistication as contemplated under the Nasdaq Rules and is an “audit committee financial expert” within the meaning of the applicable rules of the SEC. Our Board has adopted a written charter under which the Audit Committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and the Nasdaq Rules, is available on our Investor Relations website at https://ir.olaplex.com/ under “Governance.” Our website address is being provided as an inactive textual reference only. The information provided on, or accessible through, our website, other than the copies of the documents listed or referenced below that have been or will be filed with the SEC, is not part of this Amendment, and therefore is not incorporated herein by reference.

The Audit Committee has established an Information Security Subcommittee and has delegated oversight of the Company’s risks related to the Company’s information technology systems, including information security, cyber security, data privacy and protection, and the development, deployment or use of artificial intelligence, to the Information Security Subcommittee. The Information Security Subcommittee consists of Martha Morfitt and Pamela Edwards. The Information Security Subcommittee met twice in fiscal year 2025 and reports to the Audit Committee.

Compensation Committee — The purpose of the Compensation Committee is to assist the Board in fulfilling its responsibilities relating to (i) oversight of the compensation and benefits of the Company’s officers, employees and directors, (ii) assessing the adequacy of the Company’s compensation principles and philosophy and (iii) oversight of the Company’s compensation, benefit and equity-based plans. The Compensation Committee consists of John P. Bilbrey, Deirdre Findlay and Tricia Glynn, with Tricia Glynn serving as the chairperson of the Compensation Committee. Our Board has adopted a written charter under which the Compensation Committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and the Nasdaq Rules, is available on our Investor Relations website at https://ir.olaplex.com/ under “Governance.”

Nominating and Corporate Governance Committee — The purpose of the Nominating and Corporate Governance Committee is to (i) identify individuals qualified to become members of the Board, (ii) recommend to the Board director nominees for the next annual meeting of stockholders, (iii) develop and recommend to the Board a set of corporate governance guidelines applicable to the Company, (iv) oversee policies and practices with respect to corporate social responsibility, environmental sustainability and climate-related matters applicable to the Company and (v) oversee the evaluation of the Board and its committees. The Nominating and Corporate Governance Committee consists of Christine Dagousset, Emily White and Michael White, with Emily White serving as the chairperson of the Nominating and Corporate Governance Committee. Our Board has adopted a written charter under which the Nominating and Corporate Governance Committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and the Nasdaq Rules, is available on our Investor Relations website at https://ir.olaplex.com/ under “Governance.”

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the Board or Compensation Committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee.

Our Board’s Role in Risk Oversight

It is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to Olaplex. The Board has oversight responsibility for the systems established to report, monitor and mitigate the most significant risks applicable to Olaplex. The Board believes that evaluating the executive team’s management of the various risks confronting Olaplex is one of its most important areas of oversight. In accordance with this responsibility, the Board administers its risk oversight role directly and through its committee structure and the committees’ regular reports to the Board at Board meetings. The Board reviews key objectives and strategic business plans, oversees the Company’s risk management and mitigation activities, and oversees and monitors the administration of the policies and procedures to safeguard the integrity of the Company’s business operations and

13

financial reporting and to promote compliance with applicable laws and regulations. The Audit Committee is responsible for assisting the Board in its oversight of the Company’s policies, procedures and practices with respect to risk management and mitigation, including the Company’s financial risks and risks related to the Company’s information technology systems, including information security, cyber security, data privacy and protection, and the development, deployment or use of artificial intelligence. The Audit Committee has delegated oversight of risks related to the Company’s information technology systems, including information security, cyber security, data privacy and protection, and the development, deployment or use of artificial intelligence, to its Information Security Subcommittee, which met twice in fiscal year 2025 with senior members of the Company’s cybersecurity team to discuss the Company’s cybersecurity profile and related risks, as well as to discuss updates on relevant developments in the cybersecurity threat environment. The Information Security Subcommittee reports to the Audit Committee following each subcommittee meeting. In addition, the Audit Committee oversees financial and accounting matters, including financial reporting, disclosure, internal controls over financial reporting, ethics and compliance programs, and legal and regulatory compliance. The Compensation Committee oversees and assesses the adequacy of, and any risk inherent in, the Company’s compensation policies and practices and benefits, as well as reviews and administers compensation programs, plans and arrangements.

Director Nominations

Criteria for and Process of Identifying and Evaluating Candidates for Consideration as a Director Nominee

Under its charter, our Nominating and Corporate Governance Committee is responsible for recommending to the Board candidates to stand for election to the Board at the Company’s annual meeting of stockholders and for recommending candidates to fill vacancies on the Board that may occur between annual meetings of stockholders, as needed. The Nominating and Corporate Governance Committee may receive recommendations for director candidates from a number of sources, including Board members, our Chief Executive Officer and other relevant stakeholders, and may also, in its discretion, retain a third-party search firm to assist in identifying director candidates. Our Corporate Governance Guidelines provide that each director should possess a combination of skills, judgment and professional experience necessary to oversee the Company’s business. Board members are expected to become and remain informed about the Company, its business and its industry and rigorously prepare for, attend and participate in all Board and applicable committee meetings. The Nominating and Corporate Governance Committee considers, in light of our business, each director nominee’s experience, qualifications, attributes and skills, including those that are identified in the biographical information contained in this Amendment. The Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall diversity and composition and the Company’s current and future needs.

Procedures for Recommendation of Director Nominees by Stockholders

The Nominating and Corporate Governance Committee considers properly submitted recommendations for candidates to the Board from stockholders in accordance with our Second Amended and Restated Bylaws (“Bylaws”). Any stockholder may submit in writing a candidate for consideration for each stockholder meeting at which directors are to be elected by no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary date of the prior year’s annual meeting, except that if the annual meeting is set for a date that is not within 30 days of such anniversary date, we must receive the notice no earlier than the close of business on the 120th day prior to the current year’s annual meeting nor later than the close of business on the later of (i) the 90th day prior to the date of the current year’s annual meeting and (ii) the tenth day following the day on which the date of the current year’s annual meeting is first disclosed in a public announcement. Any stockholder recommendations for consideration by the Nominating and Corporate Governance Committee should include the candidate’s name, biographical information and the information required by Section 1.2 of our Bylaws, including a statement indicating whether such stockholder intends to solicit proxies in support of a director nominee other than Olaplex’s nominees in accordance with Rule 14a-19 under the Exchange Act. The Nominating and Corporate Governance Committee evaluates director candidates recommended by stockholders in the same manner as candidates from other sources.

14

Board Leadership Structure

Our Board has elected John P. Bilbrey as the Executive Chair of the Board. While our Corporate Governance Guidelines allow for our Chair to also be an executive officer, the Board believes that it is currently in the best interests of the Company to separate these roles. Our Board has also elected Tricia Glynn as Lead Director.

Our Board considers it important to retain flexibility to exercise its judgment as to the most appropriate management structure for the Company, based on the particular circumstances facing the Company from time to time. Currently, the Board believes that having an Executive Chair and Lead Director provides effective management of the Company and is in the best interest of our stockholders at this point in time.

Communications with Directors

Stockholders and other interested parties may communicate directly with the Board, the non-employee directors or the independent directors as a group, or specified individual directors, by e-mailing such individual or group at c/o Secretary, Olaplex Holdings, Inc., at proxy@olaplex.com. The Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board.

Code of Conduct and Ethics

We have adopted a written Code of Conduct and Ethics applicable to all of our directors, officers, employees and “Business Associates,” which includes brand ambassadors, brand advocates, vendors, contractors and any other third party representatives performing services or carrying out activities on behalf of the Company. The Code of Conduct and Ethics is designed to ensure that our business is conducted with integrity. It covers, among other things, professional conduct, conflicts of interest, accurate recordkeeping and reporting, public communications and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. There may be no substantive amendment or waiver of any part of the Code of Conduct and Ethics, except with the approval of the Board or a designated committee, which will ascertain whether an amendment or waiver is appropriate and ensure that any amendment or waiver is accompanied by appropriate controls designed to protect the Company. In the event that any substantive amendment is made or any waiver is granted, the waiver will be posted on our Investor Relations website.

Policy Against Hedging of Stock

Our Insider Trading Policy prohibits our directors, officers, employees and other persons covered by our Insider Trading Policy from entering into hedging transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds.

Stock Ownership Guidelines

The Board has adopted stock ownership guidelines that require each of our executive officers, all non-employee directors, other than members of the Board who are affiliated with Advent International, L.P. or are otherwise restricted from owning vested equity in their personal capacity due to arrangements with third parties, as determined by the Compensation Committee (“Outside Directors”), and all other executives of the Company designated by the Compensation Committee as subject to the guidelines (each, a “Designated Executive,” and collectively with the executive officers, “Covered Employees”) to maintain a stock ownership level equal to a specific multiple of their total target annual cash compensation or their annual cash retainer, as applicable. Pursuant to the guidelines, (i) our Chief Executive Officer is required to hold vested equity (as measured in accordance with the guidelines) with a value equal to at least five (5) times her or his total target annual cash compensation, (ii) all other executive officers are required to hold vested equity with a value equal to at least three (3) times her or his total target annual cash compensation and (iii) Outside Directors are required to hold vested equity with a value equal to five (5) times the amount of the annual cash retainer paid to Outside Directors for service on the Board (excluding additional chair or lead director,

15

committee or committee chair retainers, if any). The Compensation Committee will determine the applicable level of ownership for any Designated Executive. Under the terms of the letter agreement with Mr. Bilbrey, Mr. Bilbrey’s annual cash retainer for purposes of calculating his required stock ownership amounts is deemed to be the annual cash retainer paid to other Outside Directors for their service on the Board.

Covered Employees who were employed by the Company as of September 30, 2021 were required to achieve the applicable level of ownership as of February 28, 2022. Covered Employees who commence their employment with the Company after September 30, 2021 will be required to achieve the applicable level of ownership within five (5) years following the later of (i) February 28, 2022 and (ii) the date the person was initially designated an executive officer or Designated Executive.

Outside Directors who were serving on the Board as of September 30, 2021 and who held stock options as of such date were required to achieve the applicable level of ownership as of February 28, 2022. Outside Directors who join the Board after September 30, 2021, or who did not hold stock options as of such date, will be required to achieve the applicable level of ownership by the later of (a) the 2026 annual meeting of stockholders; or (b) five (5) years from the date the person first became an Outside Director.

Shares that count toward satisfaction of the guidelines include (i) shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) owned outright by the Covered Employee or Outside Director or a member of his or her immediate family, (ii) shares of Common Stock held in trust for the benefit of the Covered Employee or Outside Director or a member of his or her immediate family, (iii) shares of Common Stock held in the Company’s 401(k) plan or deferred compensation retirement plans, and (iv) shares of Common Stock underlying vested incentive equity awards (including, without limitation, vested stock options, vested stock appreciation rights, and vested restricted stock unit awards that have not yet been settled). Unvested equity awards do not count towards satisfaction of the guidelines.

Until the required ownership level is reached, Covered Employees and Outside Directors are required to retain an amount equal to sixty seven percent (67%) of the shares of Common Stock, net of applicable tax withholding and the payment of any exercise or purchase price (if applicable), received upon the vesting or settlement of equity awards or the exercise of stock options.

Once the requisite ownership level has been reached, a Covered Employee or Outside Director is deemed to remain in compliance with the guidelines for so long as such Covered Employee or Outside Director maintains ownership of at least the same amount of vested equity that achieved compliance with such ownership level. In the event there is a decline in the Company’s stock price that causes a Covered Employee’s or Outside Director’s holdings to fall below the requisite ownership level, the Covered Employee or Outside Director is not required to purchase additional shares of our Common Stock to meet the applicable ownership level. However, (i) they may not sell or transfer any vested equity already held, and (ii) they are required to retain an amount equal to sixty seven percent (67%) of the shares of Common Stock received upon the vesting or settlement of equity awards or the exercise of stock options, each until the requisite ownership level has again been achieved.

All of our Covered Employees and incumbent Outside Directors have achieved the requisite ownership level or are expected to achieve the requisite ownership level within the required timeframe.

Clawback Policies

The Board has adopted a Policy for Recoupment of Incentive Compensation (the “Clawback Policy”) covering our current and former Section 16 officers and which is designed to comply with Section 10D of the Exchange Act. The Clawback Policy requires the Company to recoup certain incentive-based compensation received by such officers in the event that the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the securities laws. The Clawback Policy generally applies to cash-based or equity-based incentive compensation, bonus and/or awards received by a covered officer that is or was based, wholly or in part, upon the attainment of any financial reporting measure during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement; provided that such compensation, bonus and/or award was received on or after October 2, 2023. The Clawback Policy was filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

16

In addition, the Board has adopted a Discretionary Policy for Recoupment of Incentive Compensation (the “Discretionary Clawback Policy”) that covers each current and former employee of the Company holding the title of vice president or above, as well as any other employees designated by the Compensation Committee. The Discretionary Clawback Policy provides for the Company’s recoupment of certain incentive-based compensation received by covered employees, subject to the discretion of the Compensation Committee, in the event that the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the securities laws. Further, the Discretionary Clawback Policy provides for recoupment of certain compensation received by covered employees, subject to the discretion of the Compensation Committee, in the event of a covered employee’s detrimental conduct, including breach of a restrictive covenant, termination of employment for cause, or conduct that constitutes sexual harassment, sexual misconduct or sex-based discrimination.

Online Availability of Information

The current versions of our Code of Conduct and Ethics, Corporate Governance Guidelines and charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available on our Investor Relations website at https://ir.olaplex.com/ under “Governance.”

17

EXECUTIVE OFFICERS

The following table sets forth the name, age, and position, as of April 20, 2026, of our current executive officers.

Biographical information concerning Amanda Baldwin, our Chief Executive Officer, is set forth above under “Directors.”

Catherine Dunleavy has served as our Chief Operating Officer and Chief Financial Officer since August 2024. Previously, Ms. Dunleavy served as President of the travel lifestyle brand Away from November 2022 until May 2024 and as Chief Financial Officer from October 2020 until November 2022. Prior to joining Away, Ms. Dunleavy spent three years at Nike, from April 2017 until October 2020, most recently serving as Vice President and Chief Financial Officer, Global Operations, Technology and Vice President, Strategic Investments. Prior to joining Nike, she spent 16 years at Comcast and NBCUniversal, where she served in numerous roles, including Chief Financial Officer of the Cable Entertainment Group and Executive Vice President, Content Distribution. She began her career at General Electric. Ms. Dunleavy previously served on the board of directors of TEGNA Inc. from July 2024 until March 2026. Ms. Dunleavy earned a B.S. in electrical engineering from the University of Kentucky and a Master’s degree in environmental engineering from the University of Tennessee.

John Duffy has served as our General Counsel since April 2022. Prior to joining OLAPLEX, Mr. Duffy served as the senior corporate attorney at Tiffany & Co., where he provided legal advice on various corporate, transactional, governance, sustainability, financing and other matters. Mr. Duffy joined Tiffany & Co. in 2014, and advanced through positions of increasing management responsibility, most recently serving as Vice President—Associate General Counsel, Corporate & Real Estate. Prior to Tiffany & Co., Mr. Duffy was an attorney at the law firm of Cravath, Swaine & Moore LLP, where he practiced corporate, transactional and securities law from 2009 to 2014. Mr. Duffy earned a J.D. and an M.B.A. from Duke University and a B.A. in Economics from Princeton University.

Trisha Fox has served as our Chief People Officer since May 2023. Prior to joining OLAPLEX, Ms. Fox was Chief Human Resources Officer for Whole Earth Brands from January 2021 to April 2023, where she provided strategic and operational human resources leadership for the company after its initial public offering. Previous to that, Ms. Fox was Chief Human Resources Officer for Viad Corp., where she led a global human resources function focused on organizational design, capability building, leadership development, pay for performance and HR operations. Earlier in her career, Ms. Fox held key human resources leadership roles at PepsiCo, Fifth Third Bank, Dean Foods, and Shell Oil Company. Ms. Fox earned a Bachelor’s degree in Human Resources from Indiana University of Pennsylvania and a Master’s degree in Industrial and Labor Relations from West Virginia University.

18

ITEM 11. EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis section of this Amendment. Based on our review and discussions, we have recommended to the Board that the Compensation Discussion and Analysis be included in this Amendment.

COMPENSATION COMMITTEE

Tricia Glynn, Chair

John P. Bilbrey

Deirdre Findlay

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes Olaplex’s executive compensation program for fiscal year 2025. It also explains how the Compensation Committee made fiscal year 2025 compensation decisions for our executives, including the following individuals collectively referred to in this Amendment as our “named executive officers” for fiscal year 2025:

Mses. Baldwin, Dunleavy and Fox and Mr. Duffy were our only executive officers in fiscal year 2025.

Executive Summary

Through our executive compensation program, we strive to attract, retain and motivate talented executives and provide them with incentives that reward the achievement of Company performance goals that increase value for our stockholders. Our executive compensation program is designed to align our executives’ compensation with the Company’s short- and long-term goals by linking a significant portion of executive pay to performance-based annual bonuses and stock-based equity awards. We use the compensation of our peer group as a reference point when determining the allocation between fixed and variable compensation and when setting target compensation levels. The Compensation Committee also believes that our stock ownership guidelines, described in more detail below, help align our executives’ interests with those of our stockholders.

The Company has held a “say-on-pay” vote at its annual meeting of stockholders in 2024 and 2025. Although say-on-pay votes are advisory and non-binding, the Board and the Compensation Committee consider the results of these votes in making determinations regarding executive compensation arrangements. With respect to our named executive officers’ compensation for fiscal year 2023 and 2024, the Company’s say-on-pay vote received over 91% and 99% stockholder support of votes cast (for and against), respectively.

19

Compensation Practices

We design our compensation program to reflect our commitment to maintaining responsible executive compensation programs.

Executive Compensation Philosophy and Objectives

Our executive compensation program and our decisions about levels of pay are based on the philosophy that compensation should be competitive and reward our executives for strong Company performance.

The primary objectives of our executive compensation program are to:

To achieve these objectives, the Compensation Committee evaluates our executive compensation program not less than annually to maintain a design that furthers these objectives.

To maintain pay at competitive levels, the Compensation Committee’s general philosophy is to target base salaries, target total cash compensation (base salaries plus target annual cash bonuses) and long-term equity incentives at levels that take into account both market data for our peer companies and broader market compensation data. We also take into consideration the job scope, responsibilities, tenure and individual performance of each executive when setting compensation. For information on our peer companies and use of market data, please see the discussion below under “Peer Group and Market Analyses.”

Our annual cash bonus program is intended to link annual cash bonuses to the Company’s achievement of specific corporate goals, as well as each executive’s individual performance, for the applicable year. We have awarded equity-based compensation in the form of stock options and restricted stock units (“RSUs”) that vest over time, which we believe enable our executives to share in our longer-term success, as reflected in the appreciation of our stock price, and help to retain our executives.

Overview of the Role of our Compensation Committee and its Independent Compensation Consultant

Our Compensation Committee is responsible for designing and administering our executive compensation program and determining the compensation of our executive officers. The Compensation Committee has the authority to delegate to subcommittees of the Compensation Committee any of the responsibilities of the full committee. Key aspects of the Compensation Committee’s responsibilities include:

20

During the year ended December 31, 2025, the Compensation Committee met six times.

When setting levels of executive compensation and determining the appropriate allocation of base salary, annual cash incentives and long-term equity incentive compensation, the Compensation Committee takes into account the recommendations of our chief executive officer (other than with respect to the chief executive officer’s own levels of compensation), peer group analyses and certain recommendations provided by the Compensation Committee’s independent compensation consultant—Aon Human Capital Solutions practice, a division of Aon plc (“Aon”). No named executive officer participated directly in the final deliberations or approvals regarding his or her own compensation package.

Aon has been engaged by us to advise the Compensation Committee in:

21

In April 2025 and April 2026, respectively, consistent with the requirements of the Exchange Act and Nasdaq Rules, the Compensation Committee evaluated the independence of Aon, as well as its legal advisors at Ropes & Gray LLP, and determined that neither Aon’s nor Ropes & Gray’s work with and on behalf of the Compensation Committee in fiscal year 2024 or fiscal year 2025 raised any conflict of interest.

Peer Group and Market Analyses

Aon provides peer group executive compensation studies to assist our Compensation Committee in comparing the compensation levels of our executives to executives in similar positions at companies of comparable size and with similar businesses. The Compensation Committee refers to these studies to ensure that the Company’s compensation practices are competitive with the market and as a comparative framework for ongoing pay decisions. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee has not historically benchmarked specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader market. Instead, the Compensation Committee has applied judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, tenure, leadership potential and succession planning. Beginning with our compensation program for fiscal year 2026, the Compensation Committee took into account benchmarking data provided by Aon when setting our executives’ compensation levels.

Aon’s reports include both primary market data, reflected in our “peer group,” as well as secondary market data, reflected in broader industry surveys. The reports are based on public SEC filings for companies in our peer group and the Aon Global Compensation Database. The peer group used for purposes of setting fiscal year 2025 compensation was approved by the Compensation Committee in October 2024 and consisted of the following companies:

These peers were selected on the basis of having median trailing-twelve-months revenue and/or market capitalizations comparable to Olaplex and were generally focused in the personal products industry. The intention was that the peer group members would have trailing-twelve-months revenue in the range of $150 million to $1.4 billion and a market capitalization of between $300 million and $7.7 billion. Oatly Group AB was removed from the peer group for fiscal year 2025 because it was a foreign private issuer with limited public disclosures about its compensation. No companies were added to the peer group for fiscal year 2025. Olaplex’s trailing-twelve-months revenue was at the 20th percentile of the selected peer group as of the measurement date of the most recent fiscal year-end, and Olaplex’s 30-day trailing market capitalization as of the measurement date of October 4, 2024 was at the 49th percentile of the selected peer group.

22

Elements of our Executive Compensation

Base Salaries

Base salaries provide our named executive officers with a fixed amount of compensation each year. Base salary levels reflect the executive’s title, tenure, experience, level of responsibility, and performance. The initial base salaries for our named executive officers were set forth in their offer letters, as described below under “— Compensation Tables — Narrative Disclosure to Compensation Tables and Potential Payments Upon Termination or Change of Control — Agreements with our Named Executive Officers,” and these base salaries are reviewed annually by our Compensation Committee. In February 2025, the Compensation Committee approved increases to the base salaries of Mr. Duffy and Ms. Fox, to be effective as of March 11, 2025, and in October 2025, the Compensation Committee approved an increase to the base salary of Ms. Dunleavy, to be effective as of September 7, 2025.

Annual Cash Bonuses

Our annual cash bonus program is intended to incentivize our executives to achieve Company and individual performance goals each year that will contribute to Olaplex’s future growth and increase value to our stockholders over the longer-term.

The target annual cash bonus for each of our named executive officers, other than Ms. Dunleavy, for fiscal year 2025 was fifty percent (50%) of the executive’s base salary as of December 31, 2025. Ms. Dunleavy’s target annual cash bonus was fifty percent (50%) of the base salary actually paid to Ms. Dunleavy in fiscal year 2025. The target for each of our named executive officers is set forth in the executive’s offer letter, as described below under “ — Compensation Tables — Narrative Disclosure to Compensation Tables and Potential Payments Upon Termination or Change of Control — Agreements with our Named Executive Officers.”

In June 2025, the Compensation Committee determined that for each full-time, regular employee, including our named executive officers, two-thirds (2/3) of the annual cash bonus amount for fiscal year 2025 would be based on fiscal year 2025 net sales, and the remaining one-third (1/3) would be based on fiscal year 2025 adjusted EBITDA, with payout levels as follows, and with payouts determined on a straight-line basis between the levels of performance set forth below. Adjusted EBITDA is a measure that is not calculated or presented in accordance with generally accepted accounting principles in the United States (“GAAP”). For a reconciliation of adjusted EBITDA to its most directly comparable GAAP measure, please see “Disclosure Regarding Non-GAAP Financial Measure” below.

Fiscal year 2025 annual cash bonuses would pay out at one hundred percent (100%) of target upon achievement of fiscal year 2025 net sales of $423 million and adjusted EBITDA of $89 million. Our Compensation Committee established these performance targets based on the mid-point of the Company’s fiscal year 2025 guidance announced with our financial results for the fourth quarter and the fiscal year ended December 31, 2024. No fiscal year 2025 annual cash bonuses would be paid if either net sales for fiscal year 2025 were less than $400 million or if adjusted EBITDA for fiscal year 2025 was less than $70 million; provided, however, that our Compensation Committee retained discretion to make adjustments to the Company’s annual cash bonus pool for fiscal year 2025 in the event such threshold performance levels were not achieved.

23

After determining the fiscal year 2025 annual cash bonus amounts payable as a result of Company performance, each individual’s bonus could be adjusted based on an employee’s individual performance, as determined by the Chief Executive Officer.

In April 2025, the Compensation Committee approved the following individual performance goals for fiscal year 2025 for Ms. Baldwin: establish Company strategy and goals, achieve 2025 financial performance targets, develop executive and senior leadership teams, partner effectively with the Board, and manage relationships with investors and other key stakeholders.

In April 2025, the Compensation Committee approved the following individual performance goals for fiscal year 2025 for Ms. Dunleavy: partner with our Chief Executive Officer and other executives to execute Company strategy, operationalize the Company’s anti-diversion process, enhance integrated business planning and supply chain capabilities, build analytical tools and capabilities, improve information technology tools, strengthen risk management and internal controls platforms, execute investor relations strategy and partner effectively with the Board.

24

In April 2025, the Compensation Committee approved the following individual performance goals for fiscal year 2025 for Mr. Duffy: enhance the Company’s intellectual property strategy, regulatory processes and compliance program, improve SEC filings, monitor product formulas and labeling, and streamline international product registration processes.

In April 2025, the Compensation Committee approved the following individual performance goals for fiscal year 2025 for Ms. Fox: implement an enterprise-wide resourcing initiative, launch a comprehensive organizational talent review process, build a high-performing executive leadership and employee team, maximize employee engagement, and develop Company culture.

In February 2026, the Compensation Committee determined that the Company performance goals for fiscal year 2025 were achieved at one hundred and three percent (103%) of target (with net sales of $423 million and adjusted EBITDA of $94 million for fiscal year 2025). Based on its assessment of each of our named executive officers’ individual performance for fiscal year 2025, the Compensation Committee then determined the actual fiscal year 2025 bonuses for each named executive officer.

The annual bonuses awarded to our named executive officers for fiscal year 2025 are set forth below. The portion of these bonuses payable based on the achievement of net sales and adjusted EBITDA is shown in the “Nonequity incentive plan compensation” column of the Summary Compensation Table below, and the remaining discretionary portion, if any, is shown in the “Bonus” column of the Summary Compensation Table below.

Equity-Based Compensation

We have granted equity awards to our employees in the form of stock options and RSUs. We believe that stock options provide strong alignment between our stockholders and our employees because the value of a stock option is directly related to the stock price appreciation delivered to stockholders following the grant date of the option. If our stock price does not appreciate, the employee will not realize any value with respect to the award. RSUs are intended to reward employees for increases in our stock price and also to support our talent attraction and retention objectives.

On March 11, 2025, as part of our annual grant program, the Board approved an award of RSUs to each of our named executive officers with the approximate grant date value set forth below. Each award vests in equal installments on the first four anniversaries of March 11, 2025, subject to the executive’s continued employment through each vesting date.

25

Employee Benefits

Our full-time U.S. employees, including our named executive officers, are eligible to participate in health and welfare benefit plans. The benefits offered include medical, dental, vision, basic and voluntary life and accidental death and dismemberment insurance, short-term and long-term disability insurance, flexible spending accounts, health savings accounts, voluntary critical illness and accident insurance, parental leave for birthing and non-birthing parents, adoption assistance, an employee assistance program and commuter benefits. Our named executive officers participate in these plans on the same basis as our other eligible employees.

In fiscal year 2025, our named executive officers were eligible to participate in a 401(k) plan on the same basis as our full-time U.S. employees. Olaplex, Inc. provided employer matching contributions on behalf of each employee who contributed to the 401(k) plan in fiscal year 2025 in an amount equal to 100% of such employee’s elective deferrals up to 4% of total eligible compensation, subject to federal limits. For fiscal year 2025, we made employer matching contributions of $14,000, $10,163, $10,739 and $14,000 to the 401(k) plan on behalf of Ms. Baldwin, Ms. Dunleavy, Mr. Duffy and Ms. Fox, respectively. We do not sponsor or maintain any qualified or non-qualified defined benefit plans or supplemental executive retirement plans for our employees.

Employee Perquisites

In fiscal year 2025, Ms. Baldwin received Company reimbursements of $12,537 in the aggregate for membership in a professional networking organization, salon services prior to speaking at Company events and security preclearance membership in connection with Ms. Baldwin’s business travel.

Agreements with our Named Executive Officers

We have entered into agreements with each of our named executive officers, which provide for initial base salaries, new-hire equity awards, eligibility to participate in the Company’s annual cash bonus plan and broad-based benefit plans and payments and benefits in connection with certain terminations of employment. We have also entered into restrictive covenant agreements with each of our named executive officers. These agreements are discussed in more detail below under “— Compensation Tables — Narrative Disclosure to Compensation Tables and Potential Payments Upon Termination or Change of Control — Agreements with our Named Executive Officers.”

Other Compensation Policies

We have adopted the following policies, which serve as important frameworks for our compensation practices.

Stock Ownership Guidelines

We maintain stock ownership guidelines that require our executive officers, non-employee directors (other than members of the Board who are affiliated with Advent International, L.P. or who are restricted under third-party arrangements from owning vested equity in their personal capacities) and other executives designated by the Compensation Committee to acquire and maintain a specified value of equity interests with respect to our Common Stock. The stock ownership guidelines are designed to align the interests of our executive officers and non-employee directors with those of our stockholders by ensuring that our executive officers and non-employee directors have a meaningful financial stake in our long-term success. For more information about our stock ownership guidelines, please see “Item 10. Directors, Executive Officers and Corporate Governance — Stock Ownership Guidelines.”

26

Tax and Accounting Considerations

We consider the tax and accounting rules associated with various forms of compensation when designing our compensation programs. However, to maintain flexibility to compensate our executive officers in a manner designed to promote short- and long-term corporate goals and objectives, the Compensation Committee has not adopted a policy that all compensation must be deductible or have the most favorable accounting treatment to the Company and has paid, and will continue to pay, compensation that is not deductible or that may not result in the most favorable accounting treatment to the Company.

Compensation Tables

Summary Compensation Table

The following table sets forth information about certain compensation awarded to, earned by or paid to our named executive officers (i) for the three most recently completed fiscal years in the case of Ms. Baldwin, (ii) for the two most recently completed fiscal years in the case of Ms. Dunleavy, who joined us in fiscal year 2024 and (iii) for the most recently completed fiscal year for Mr. Duffy and Ms. Fox, who first became named executive officers with respect to fiscal year 2025.

28

Grants of Plan-Based Awards in Fiscal Year 2025

This table sets forth additional detail about the non-equity incentive plan awards, payable in the form of an annual cash bonus, for which our named executive officers were eligible in fiscal year 2025, and stock awards granted in fiscal year 2025 to our named executive officers.

29

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table sets forth information regarding equity awards held by our named executive officers as of the last day of fiscal year 2025:

30

Option Exercises and Stock Vested Table for Fiscal Year 2025

The following table shows information for each of our named executive officers regarding stock awards that vested during fiscal year 2025. None of our named executive officers exercised stock options during fiscal year 2025.

Pension Benefits

We do not have any tax-qualified or non-qualified defined benefit plans.

Nonqualified Deferred Compensation

We do not have any non-qualified deferred compensation plans.

Potential Payments Upon Termination or Change of Control

Merger Summary and Award Treatment.

On March 26, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Henkel US Operations Corporation, a Delaware corporation (“Henkel”), and Margot Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Henkel, pursuant to which, at closing, each outstanding stock option will be cancelled for a cash payment equal to the excess, if any, of $2.06 over the exercise price (with underwater options cancelled for no consideration), and each outstanding RSU will be cancelled for a cash payment equal to $2.06, in each case subject to tax withholding. The discussion below of amounts payable on a change of control to our named executive officers reflect the treatment of their outstanding equity awards had a change of control occurred as of December 31, 2025, the last trading day of fiscal year 2025, based on the terms of such awards. They do not reflect the potential amounts payable in connection with the Henkel transaction, which will depend on the closing date and the portion of each named executive officer’s outstanding awards that is unvested as of such time.

Ms. Baldwin

In the event Ms. Baldwin’s employment with us is terminated by the Company without cause or she resigns with good reason, she is entitled to (i) twelve (12) months of base salary continuation, which, as of December 31, 2025, would have totaled $1,000,000, (ii) any earned, but unpaid, bonus for a prior fiscal year (with any individual performance factors deemed achieved at not less than target), paid at the same time as annual bonuses are paid generally to our senior executives, which as of December

31

31, 2025, would have totaled $0, (iii) an annual bonus for the fiscal year of Ms. Baldwin’s employment termination, pro-rated based on her service through the termination date, paid at the same time as annual bonuses are paid generally to our senior executives, which as of December 31, 2025, would have totaled $515,000, (iv) pro-rata vesting of the time-vesting tranche next scheduled to vest under each of Ms. Baldwin’s incentive equity awards based on Ms. Baldwin’s service through the termination date, which if her employment were terminated as of December 31, 2025 would have been valued at $0 in the case of her options and $954,578 in the case of her RSUs, based on the closing price of the Company’s Common Stock of $1.34 on December 31, 2025, the last trading day of fiscal year 2025, and (v) Company-paid COBRA premiums for twelve (12) months following Ms. Baldwin’s employment termination date, which as of December 31, 2025 would have totaled $37,892. Ms. Baldwin’s severance is subject to her signing a separation agreement with us containing a release of claims and her continued compliance with her restrictive covenants, which are described in more detail under “— Narrative Disclosure to Compensation Tables and Potential Payments Upon Termination or Change of Control — Agreements with our Named Executive Officers.”

If Ms. Baldwin’s employment with us terminates due to her death or disability, she or her estate, as applicable, will be entitled to the payments and benefits described in clauses (ii), (iii) and (iv) above (collectively, the payments and benefits on a termination of Ms. Baldwin’s employment by the Company without cause, by her for good reason or due to her death or disability, the “Baldwin Severance Benefits”). No bonus amounts would have been payable to Ms. Baldwin pursuant to clause (ii) above had her employment terminated due to death or disability on December 31, 2025, and $515,000 would have been payable pursuant to clause (iii) above. Her accelerated equity amounts under clause (iv) would have been valued at $0 in the case of her options and $954,578 in the case of her RSUs, based on the closing price of the Company’s Common Stock of $1.34 on December 31, 2025, the last trading day of fiscal year 2025.

On a change of control, Ms. Baldwin is entitled to accelerated vesting of any portion of the Baldwin New-Hire Options and the Baldwin New-Hire RSUs (as each is defined below) that is then unvested. As of December 31, 2025, the value of the unvested Baldwin New-Hire Options would have been $0 and the value of the unvested Baldwin New-Hire RSUs would have been $2,118,576, in each case, based on the closing price of the Company’s Common Stock of $1.34 on December 31, 2025, the last trading day of fiscal year 2025.

Ms. Dunleavy

In the event Ms. Dunleavy’s employment with us is terminated by the Company without cause or she resigns with good reason, she is entitled to (i) twelve (12) months of base salary continuation, which, as of December 31, 2025, would have totaled $695,250, (ii) any earned, but unpaid, bonus for a prior fiscal year, solely payable to the extent the applicable performance conditions have been achieved, paid at the same time as annual bonuses are paid generally to our senior executives, which as of December 31, 2025, would have totaled $0, and (iii) Company-paid COBRA premiums for twelve (12) months following Ms. Dunleavy’s employment termination date, which as of December 31, 2025 would have totaled $28,410. Ms. Dunleavy’s severance is subject to her signing a separation agreement with us containing a release of claims and her continued compliance with her restrictive covenants, which are described in more detail under “ — Narrative Disclosure to Compensation Tables and Potential Payments Upon Termination or Change of Control — Agreements with our Named Executive Officers.”

If Ms. Dunleavy’s employment with us terminates due to her death or disability, she or her estate, as applicable, will be entitled to the payments and benefits described in clause (ii) above (collectively, the payments and benefits on a termination of Ms. Dunleavy’s employment by the Company without cause, by her for good reason or due to her death or disability, the “Dunleavy Severance Benefits”).

On a change of control, Ms. Dunleavy is entitled to accelerated vesting with respect to the portion of her 268,817 RSU grant on August 13, 2024 that is then unvested. As of December 31, 2025, the value of such unvested award would have been $270,160, based on the closing price of the Company’s Common Stock of $1.34 on December 31, 2025, the last trading day of fiscal year 2025.

32

Mr. Duffy

In the event Mr. Duffy’s employment with us is terminated by the Company without cause or he resigns with good reason, he is entitled to (i) six (6) months of base salary paid as a single lump sum, which, as of December 31, 2025, would have totaled $207,500, and (ii) any earned, but unpaid, bonus for a prior fiscal year, which as of December 31, 2025, would have totaled $0. Mr. Duffy’s severance is subject to his signing a separation agreement with us containing a release of claims and his continued compliance with his restrictive covenants, which are described in more detail under “ — Narrative Disclosure to Compensation Tables and Potential Payments Upon Termination or Change of Control — Agreements with our Named Executive Officers” (collectively, the payments and benefits on a termination of Mr. Duffy’s employment by the Company without cause or by him for good reason, the “Duffy Severance Benefits”).

On a change of control, Mr. Duffy is entitled to accelerated vesting of any portion of the Duffy New Hire Options (as defined below) that is then unvested, as well as accelerated vesting of any portion of his 85,000 options granted on November 23, 2022 (the “Duffy 2022 Options”) that is then unvested. As of December 31, 2025, the value of the Duffy New Hire Options and the Duffy 2022 Options would have been $0 based on the closing price of the Company’s Common Stock of $1.34 on December 31, 2025, the last trading day of fiscal year 2025.

Ms. Fox

In the event Ms. Fox’s employment with us is terminated by the Company without cause or she resigns with good reason, she is entitled to (i) twelve (12) months of base salary continuation, which, as of December 31, 2025, would have totaled $390,000 and (ii) Company-paid COBRA premiums for twelve (12) months following Ms. Fox’s employment termination date, which as of December 31, 2025 would have totaled $0. Ms. Fox’s severance is subject to her signing a separation agreement with us containing a release of claims and her continued compliance with her restrictive covenants, which are described in more detail under “ — Narrative Disclosure to Compensation Tables and Potential Payments Upon Termination or Change of Control — Agreements with our Named Executive Officers” (collectively, the payments and benefits on a termination of Ms. Fox’s employment by the Company without cause or by her for good reason, the “Fox Severance Benefits”).

Narrative Disclosure to Compensation Tables and Potential Payments Upon Termination or Change of Control – Agreements with our Named Executive Officers

We have entered into certain agreements with each of our named executive officers relating to their compensation, severance entitlements upon certain qualifying employment terminations and restrictive covenant obligations. The material terms of the agreements are summarized below.

Ms. Baldwin

The Company and Olaplex, Inc. entered into a letter agreement with Ms. Baldwin on October 8, 2023, as amended and restated on December 11, 2023, providing for her appointment as our Chief Executive Officer and as a member of our Board. Ms. Baldwin commenced employment with us on December 11, 2023. Ms. Baldwin’s offer letter provides for (i) an annual base salary of $1,000,000; (ii) beginning with fiscal year 2024, an annual bonus opportunity with a target of 50% of her annual base salary and with the actual amount of such bonus based upon achievement of certain Company performance goals; (iii) a sign-on bonus of $950,000; and (iv) reimbursement of up to $20,000 for legal fees incurred in the negotiation of the offer letter and related documentation. The offer letter also provides for the Baldwin Severance Benefits described above.

The offer letter also provided that Ms. Baldwin would be granted an option to purchase a number of shares of our Common Stock with a value equal to $5,000,000 on the grant date (with the number of options issued determined by dividing such amount by the Black-Scholes value of an option on the grant date) and an RSU award with a value equal to $8,000,000 on the grant date based on the closing price of our Common Stock on the grant date. These awards were granted to Ms. Baldwin on December 11, 2023, and they are set forth in the Summary Compensation Table above and also appear in the Outstanding Equity Awards at

33

2025 Fiscal Year-End Table above and are referred to as the “Baldwin New-Hire Options” and the “Baldwin New-Hire RSUs.” The Baldwin New-Hire Options and the Baldwin New-Hire RSUs vest as to twenty-five percent (25%) on each of the first four (4) anniversaries of the grant date, and as to one hundred percent (100%) in the event of a change in control of the Company, in each case, subject to Ms. Baldwin’s continued employment through the applicable vesting date. As a condition to the grant of the awards, Ms. Baldwin signed a restrictive covenant agreement providing for perpetual confidentiality and assignment of intellectual property obligations and non-competition and non-solicitation obligations during Ms. Baldwin’s employment and for a period of up to twelve (12) months following termination of her employment. Beginning in 2025, Ms. Baldwin is eligible for annual equity awards of the Company with a target aggregate grant date value of not less than $5,000,000, subject in each case to the approval of our Board (or our Compensation Committee).

Ms. Dunleavy

Olaplex, Inc. entered into a letter agreement with Ms. Dunleavy on July 1, 2024, providing for her appointment as our Chief Operating Officer and Chief Financial Officer. Ms. Dunleavy commenced employment with us on August 13, 2024. Ms. Dunleavy’s offer letter provides for (i) an annual base salary of $675,000; (ii) an annual bonus opportunity with a target of 50% of her annual base salary and with the actual amount of such bonus based upon Ms. Dunleavy’s individual performance and contributions, as well as the Company’s achievement of net sales, adjusted EBITDA and other objectives set by the Company; and (iii) reimbursement of up to $10,000 for legal fees incurred in the negotiation of the offer letter and related documentation. The offer letter also provides for the Dunleavy Severance Benefits described above.

The offer letter also provided that Ms. Dunleavy would be granted two RSU awards valued on the grant date at $1,500,000 and $500,000, respectively, based on the closing price of our Common Stock on the grant date. These awards were granted to Ms. Dunleavy on August 13, 2024, and they are set forth in the Summary Compensation Table above and also appear in the Outstanding Equity Awards at 2025 Fiscal Year-End Table above and are referred to as the “Dunleavy New-Hire RSUs.” The Dunleavy New-Hire RSUs vest as to twenty-five percent (25%) on each of the first four (4) anniversaries of the grant date, and, solely with respect to the award valued at $500,000 on the grant date, as to one hundred percent (100%) in the event of a change in control of the Company, in each case, subject to Ms. Dunleavy’s continued employment through the applicable vesting date. As a condition to the grant of the awards, Ms. Dunleavy signed a restrictive covenant agreement providing for perpetual confidentiality and assignment of intellectual property obligations and non-competition and non-solicitation obligations during Ms. Dunleavy’s employment and for a period of up to twenty-four (24) months following termination of her employment. Beginning in 2025, Ms. Dunleavy is eligible for annual equity awards of the Company with a target aggregate grant date value of not less than $1,500,000, subject in each case to the approval of our Compensation Committee.

Mr. Duffy

Olaplex, Inc. entered into a letter agreement with Mr. Duffy on February 17, 2022, providing for his appointment as our General Counsel. Mr. Duffy’s offer letter provides for (i) an annual base salary of $400,000; and (ii) an annual bonus opportunity with a target of 50% of his annual base salary. The offer letter also provided that Mr. Duffy would be granted options to purchase 50,000 shares under the Company’s 2021 Equity Incentive Plan. This award was granted to Mr. Duffy on April 11, 2022 in the form of options to purchase 85,000 of our shares, with the increased option number due to a decline in our stock price between Mr. Duffy’s offer letter date and the grant date of his award. This award appears in the Outstanding Equity Awards at 2025 Fiscal Year-End Table above and is referred to as the “Duffy New-Hire Options.” The Duffy New-Hire Options vest as to twenty-five percent (25%) on each of the first four (4) anniversaries of the grant date, and as to one hundred percent (100%) in the event of a change in control of the Company, subject to Mr. Duffy’s continued employment through the applicable vesting date. The offer letter also provided for a cash sign-on bonus that only would have been payable had his prior employer not paid Mr. Duffy his earned bonus at such prior employer. The offer letter also provides for the Duffy Severance Benefits described above.

34

Ms. Fox

Olaplex, Inc. entered into a letter agreement with Ms. Fox on April 17, 2023, providing for her appointment as our Chief People Officer. Ms. Fox’s offer letter provides for (i) an annual base salary of $375,000; and (ii) an annual bonus opportunity with a target of 50% of her annual base salary, with pay-outs based on her performance and contributions and the Company’s achievement of net sales, adjusted EBITDA and other objectives. The offer letter also provided that Ms. Fox would be granted a new-hire RSU award with an approximate grant date value of $750,000. This award was granted to Ms. Fox on May 22, 2023 and appears in the Outstanding Equity Awards at 2025 Fiscal Year-End Table above and is referred to as the “Fox New-Hire RSUs.” The Fox New-Hire RSUs vest as to twenty-five percent (25%) on each of the first four (4) anniversaries of the grant date, subject to Ms. Fox’s continued employment through the applicable vesting date. Ms. Fox is also eligible for annual equity awards thereafter as determined by the Compensation Committee in its discretion. The offer letter also provides for the Fox Severance Benefits described above.

Chief Executive Officer Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation of Amanda Baldwin, our Chief Executive Officer, to the annual total compensation of our median employee:

In fiscal year 2025, to identify the median annual total compensation of our employees, we used the methodology and material assumptions, adjustments, and estimates noted below:

The pay ratio included above is a reasonable estimate calculated in a manner consistent with the SEC rules. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, our Company’s pay ratio may not be comparable to the pay ratio reported by other companies.

35

Non-Employee Director Compensation

The following table sets forth information concerning the compensation earned by our non-employee directors during fiscal year 2025. Ms. Baldwin did not receive any compensation for her service as a director during fiscal year 2025. The compensation Ms. Baldwin received in respect of her employment is included in the section entitled “— Compensation Tables — Summary Compensation Table” and described in greater detail under “— Compensation Tables — Narrative Disclosure to Compensation Tables and Potential Payments Upon Termination or Change of Control — Agreements with our Named Executive Officers.”

36

As of December 31, 2025, the non-employee members of our Board held the number of RSUs in Olaplex Holdings, Inc. shown in the table below. These RSUs are eligible to vest in full on the date of the Company’s 2026 annual meeting of stockholders, subject to the director’s continued service through such date.

As of December 31, 2025, the non-employee members of our Board held the number of options to purchase shares of Common Stock of Olaplex Holdings, Inc. set forth in the table below. These options are eligible to vest as set forth in the table, subject to the director’s continued service through the applicable vesting date. Each director’s options vest in full upon a change of control, subject to the director’s continued service through the change of control.

Our Compensation Committee is responsible for reviewing, assessing and making recommendations to our Board regarding the compensation and benefits of our non-employee directors.

37

Under our non-employee director compensation policy, adopted in connection with our initial public offering (“IPO”) in consultation with Aon—each non-employee director, other than Mr. Bilbrey, receives an annual cash retainer for service on our Board and an additional annual cash retainer for service on any committee of our Board or for serving as the chair of our Board or any of its committees, in each case, pro-rated for partial years of service, as follows:

Under our non-employee director compensation policy, on the date of the first Board meeting following each annual meeting of our stockholders, each non-employee director, other than Mr. Bilbrey, is granted an award of RSUs of Olaplex Holdings, Inc. with an aggregate value of approximately $150,000 (or $250,000 in the case of the chair of our Board). Each annual award will vest on the date of our next annual meeting of stockholders following the date of grant, subject to the non-employee director’s continued service as a director through such date.

All cash retainers are paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee director.

Mr. Bilbrey received compensation for his services as a member of our Board and as the Executive Chair of our Board pursuant to a letter agreement, dated July 10, 2023, between him and the Company. For his services, Mr. Bilbrey is paid a fee at a rate of $400,000 per annum, payable quarterly in arrears by the Company in substantially equal installments, with pro-rated payments for any partial quarter of service. Mr. Bilbrey’s quarterly fees are in lieu of any compensation to which he would otherwise be entitled under our non-employee director compensation policy. In addition, Mr. Bilbrey received a grant of RSUs on August 12, 2025 with an aggregate value of $400,000. These RSUs are eligible to vest in full on the date of our 2026 annual meeting of stockholders, subject to Mr. Bilbrey’s continued service through such date, and are in lieu of the RSU grant for fiscal year 2025 to which Mr. Bilbrey would have otherwise been entitled under our non-employee director compensation policy.

Each non-employee director is entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board and any committee on which he or she serves.

Disclosure Regarding Non-GAAP Financial Measure

The Company uses adjusted EBITDA for purposes of its annual cash bonus program and as a performance goal for determining compensation for its named executive officers. Adjusted EBITDA is a non-GAAP performance measure and may not be comparable to similarly titled measures used by other companies. Management believes this non-GAAP financial measure, when taken together with the Company’s financial results presented in accordance with GAAP, provides meaningful supplemental information regarding the Company’s operating performance and facilitates internal comparisons of its historical operating performance on a more consistent basis by excluding certain items that may not be indicative of its business, results of operations or outlook. In particular, management believes that the use of this non-GAAP measure may be helpful to investors as it is a measure used by management in assessing the health of the Company’s business, determining incentive compensation and evaluating its operating performance, as well as for internal planning and forecasting purposes. However, adjusted EBITDA should not be considered in isolation or as an alternative to net income (loss), income from operations, net cash provided by operating activities, or any other measure of financial performance or liquidity presented in accordance with GAAP. Additionally, the Company’s calculation of adjusted EBITDA may not be comparable to similarly titled measures reported by other companies due to differences in the nature and calculation of their adjustments.

38

The Company calculates adjusted EBITDA as net income (loss), adjusted to exclude: (1) interest expense, net; (2) income tax provision; (3) depreciation and amortization; (4) share-based compensation expense; (5) certain litigation-related expenses; (6) acquisition-related costs; and (7) Tax Receivable Agreement liability adjustments.

Reconciliation of Non-GAAP Financial Measure to GAAP Equivalent

The following table presents a reconciliation of net income (loss), as the most directly comparable financial measure stated in accordance with U.S. GAAP, to adjusted EBITDA for the year ended December 31, 2025.

39

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial Ownership

The following table and accompanying footnotes set forth information with respect to the beneficial ownership of our Common Stock as of April 20, 2026 by:

The percentage of ownership information shown in the table below is based on 672,042,176 shares of Common Stock outstanding as of April 20, 2026.

Beneficial ownership has been determined in accordance with the applicable rules and regulations promulgated under the Exchange Act. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after April 20, 2026 through the exercise of any option, warrant or other right. For purposes of calculating each person’s or group’s percentage ownership, shares of Common Stock issuable pursuant to options exercisable within 60 days after April 20, 2026 are included as outstanding and beneficially owned for that person or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. The inclusion in the following table of those shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner. To our knowledge, except under applicable community property laws or as otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all shares shown as beneficially owned. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted. For stockholders who beneficially own more than 5% of our outstanding shares of Common Stock, the shares owned are as of the dates provided in the most recent filings made by such stockholder with the SEC.

40

41

42

Equity Compensation Plan Information

The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2025.

Changes in Control

On March 26, 2026, the Company entered into the Merger Agreement, pursuant to which, if consummated, Henkel would acquire all of the outstanding shares of the Company’s Common Stock for $2.06 per share in cash. If the transaction is completed, it would result in a change of control of the Company. For additional information regarding the Merger Agreement and the treatment of equity awards in connection with the transaction, see “Item 11. Executive Compensation—Potential Payments Upon Termination or Change of Control—Merger Summary and Award Treatment.”

43

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Registration Rights Agreement

On September 29, 2021, in connection with the IPO, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with our pre-IPO stockholders, including the Advent Funds and certain of our directors and officers. The Registration Rights Agreement provides the stockholders party thereto certain registration rights as described below.

Demand Registration Rights

The Advent Funds have the right to demand that we file registration statements. These registration rights are subject to specified conditions and limitations, including the right of the underwriters, if any, to limit the number of shares included in any such registration under specified circumstances. Upon such a request, we will be required to use reasonable best efforts to promptly effect the registration.

Piggyback Registration Rights

If we propose to register any shares of our equity securities under the Securities Act of 1933, as amended (the “Securities Act”), either for our own account or for the account of any other person, then all holders party to the Registration Rights Agreement will be entitled to notice of the registration and will be entitled to include their shares of Common Stock in the registration statement. These piggyback registration rights are subject to specified conditions and limitations, including the right of the underwriters, if any, to limit the number of shares included in any such registration under specified circumstances.

Shelf Registration Rights

The Advent Funds are entitled to have their shares of Common Stock registered by us on a Form S-3 registration statement at our expense. These shelf registration rights are subject to specified conditions and limitations set forth in the Registration Rights Agreement.

Expenses and Indemnification

We will pay all expenses relating to any demand, piggyback or shelf registration, other than underwriting discounts and commissions and any transfer taxes, subject to specified conditions and limitations set forth in the Registration Rights Agreement. The Registration Rights Agreement includes customary indemnification provisions, including indemnification of the participating holders of shares of Common Stock and their directors, officers and employees by us for any losses, claims, damages or liabilities in respect thereof and expenses to which such holders may become subject under the Securities Act, state law or otherwise.

The Registration Rights Agreement is filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the SEC on November 10, 2021. The foregoing description of the Registration Rights Agreement is qualified by reference thereto.

Tax Receivable Agreement

In connection with the IPO, we completed a corporate reorganization, pursuant to which former members of the board of managers of Penelope Group GP became directors of Olaplex Holdings, Inc., the parent of Olaplex, Inc., our primary operating subsidiary (the “Pre-IPO Reorganization”). On September 29, 2021, in connection with the IPO, we entered into an income tax receivable agreement (the “Tax Receivable Agreement”) that provides the pre-IPO unitholders of Penelope Group Holdings and certain holders of equity awards of Penelope Holdings Corp. (collectively, the “Pre-IPO Stockholders”) the right to receive future payments from us equal to 85% of the amount of cash savings, if any, in U.S. federal, state or local income tax that we or our subsidiaries realize (or are deemed to realize in certain circumstances) on our taxable income following the IPO as a result of the

44

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

Payments under the Tax Receivable Agreement, which began in fiscal year 2022, are not conditioned upon the Pre-IPO Stockholders maintaining a continued ownership of equity in the Company. During the fiscal year ended December 31, 2025, the Company made a payment to the Pre-IPO Stockholders of $12.1 million as required pursuant to the terms of the Tax Receivable Agreement.

On March 26, 2026, in connection with the Company entering into the Merger Agreement, the Company entered into a limited waiver and amendment (the “TRA Waiver and Amendment”) to the Tax Receivable Agreement with Penelope Group Holdings GP, LLC, as representative of the TRA Parties (the “TRA Representative”), and certain of the Pre-IPO Stockholders (the “TRA Waiving Parties”), including the Advent Funds, the holders of a majority of the Company’s common stock. 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 pursuant to the Merger Agreement), 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 Pre-IPO Stockholders other than the TRA Waiving Parties.

The Tax Receivable Agreement is filed as Exhibit 10.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 8, 2022, and the TRA Waiver and Amendment is filed as Exhibit 10.1 to our Current Report on Form 8-K, as filed with the SEC on March 26, 2026. The foregoing description of the Tax Receivable Agreement and the TRA Waiver and Amendment is qualified by reference thereto.

Purvala Acquisition

On August 20, 2025, Olaplex, Inc. acquired all of the outstanding capital stock of Purvala Bioscience, Inc. (“Purvala”), a privately-held biotechnology company that seeks to develop transformative bioinspired technologies with applications across the health and beauty industries. The aggregate purchase price was $10.5 million, subject to certain adjustments. The Company’s chief science and research officer was a Purvala stockholder and a member of its board of directors at the time of the transaction. The transaction was negotiated on an arm’s length basis and on market terms.

Heidrick & Struggles Engagement

In June 2025, we engaged Heidrick & Struggles, a recruiting agency, to provide certain recruiting services to the Company. In fiscal year 2025, certain investment funds affiliated with Advent International, L.P., the holder of a majority of the Company’s common stock, acquired a greater than 10% equity interest in Heidrick & Struggles. During the year ended December 31, 2025, payments to Heidrick & Struggles were $0.2 million for recruiting services, which were negotiated on an arm’s length basis and on market terms.

Arrangements with our Directors and Officers

We have certain agreements with our executive officers which are described in “Item 11. Executive Compensation — Compensation Discussion and Analysis — Elements of our Executive Compensation — Agreements with our Named Executive Officers.”

45

In addition, we have entered into indemnification agreements with our officers and directors. These agreements and our Bylaws require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The indemnification provided under the indemnification agreements is not exclusive of any other indemnity rights.

Related Party Transaction Policy

We have adopted a policy with respect to the review, approval and ratification of related party transactions. Under the policy, our Audit Committee is responsible for reviewing and making determinations regarding any related party transactions. The policy applies to transactions, arrangements and relationships or any series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount involved will, or may be expected to, exceed $120,000 with respect to any calendar year, (2) we (or any of our subsidiaries) are a participant and (3) a Related Person (as defined in such policy) has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

In the course of reviewing potential related party transactions, the Audit Committee will consider, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction.

Director Independence

See “Item 10. Directors, Executive Officers and Corporate Governance—Board Independence” above.

46

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit and Other Fees

The aggregate fees that Olaplex paid for professional services rendered by Deloitte for the fiscal year ended December 31, 2025 (fiscal year 2025) and the fiscal year ended December 31, 2024 (fiscal year 2024) were:

The Audit Committee pre-approves all audit services and all permitted non-audit services, including engagement fees and terms, to be provided by the independent auditors. Our policies prohibit Olaplex from engaging Deloitte to provide any non-audit services prohibited by applicable SEC rules. In addition, we evaluate whether Olaplex’s use of Deloitte for permitted non-audit services is compatible with maintaining Deloitte’s independence and objectivity. After review of the non-audit services provided, we concluded that Deloitte’s provision of these non-audit services, all of which were approved in advance, is compatible with its independence.

47

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

See Index to Consolidated Financial Statements in Part II, Item 8 of the Original Form 10-K.

All financial statement schedules have been omitted because the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements and notes in the Original Form 10-K.

3. Exhibits:

48

49

ITEM 16. FORM 10-K SUMMARY

None

50

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

51