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 investment funds affiliated with Advent International, CorporationL.P. (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.

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.

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.

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.

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.

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 utilization of certain tax attributes existing prior to the IPO, including tax basis in intangible assets and capitalized transaction costs

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 (collectively, the “Pre-IPO Tax Assets”) and the making of payments under the Tax Receivable Agreement.

Although the actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors including the amount, character and timing of our and our subsidiaries’ taxable income in the future and the tax rates then applicable to us and our subsidiaries, we expect the payments that will be required to be made under the Tax Receivable Agreement will be substantial and to be funded out of working capital. The tax liability is based on current tax laws and the assumption that we and our subsidiaries earn sufficient taxable income to realize the full tax benefits subject to the Tax Receivable Agreement. Updates to our blended state tax rate, and allocation of U.S. versus foreign sourced income and changes in tax rules on the amortization and depreciation of assets may significantly impact the established liability and changes would be recorded to other (expense) income in the period we made the determination. We expect that future payments under the Tax Receivable Agreement relating to the Pre-IPO Tax Assets could aggregate to $222.1$198.2 million over the 13-year12-year remaining period under the Tax Receivable Agreement. The Tax Receivable Agreement provides that interest, at a rate equal to LIBOR (or if LIBOR ceases to be published, a replacement rate with similar characteristics) plus 3%, accrues from the due date (without extensions) of the tax return to which the applicable tax benefits relate to the date of payment specified by 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, 2022,2023, the Company made a payment to the Pre-IPO Stockholders of $4.2$16.6 million as required pursuant to the terms of the Tax Receivable Agreement.

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. The foregoing description of the Tax Receivable Agreement is qualified by reference thereto.

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

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.

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

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.

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis section of Olaplex’s 20222023 Proxy Statement. Based on our review and discussions, we have recommended to the Board that the Compensation Discussion and Analysis be included in Olaplex’s 20222023 Proxy Statement.

Tricia Glynn, Chair

David Mussafer

This Compensation Discussion and Analysis ("CD&A") describes Olaplex’s executive compensation program for fiscal year 2022 and certain aspects of our fiscal year 2023 program.2023. It also explains how the Compensation Committee made fiscal year 20222023 compensation decisions for our executives, including the following individuals collectively referred to in this Proxy Statement as our “named executive officers” for fiscal year 2022:2023:

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 following elements of our compensation program reflect our commitment to maintaining responsible executive compensation programs:

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 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.

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:

During the year ended December 31, 2022,2023, the Compensation Committee met fourseven 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 herthe chief executive officer's own levels of compensation), peer group analyses and certain recommendations provided by 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:

These peers were selected on the basis of having median trailing-twelve-months revenue and/or market caps comparable to Olaplex and were generally focused in the personal products industry. The intention was that the medianpeer group members would have trailing-twelve-months revenue in the range of $240 million to $2.2 billion and a market cap of the peer group would be less than $3between $1.5 billion and $38.3 billion. Olaplex’s trailing-twelve-months revenue was at the 41st53rd percentile of the selected peer group.

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

We maintain stock ownership guidelines that require our executive officers, non-employee directors (other than members of the Board who are designated by investment funds affiliated with Advent International, Corporation)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 "Corporate Governance — Stock Ownership Guidelines."

We maintain a clawback policy that is designed to comply with the requirements of Section 10D of the Exchange Act that covers our current and former Section 16 officers, and other current or former employees at the vice president level and above, including our named executive officers. Underofficers, and provides for the Company’s recoupment of certain incentive-based compensation in the event the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under applicable securities laws.

We also maintain a broader discretionary clawback policy that covers our current and former employees holding the title of vice president or above and allows the Company to recoup certain incentive-based compensation if we arethe Company is required to restate ourits financial statements due to material non-compliancenoncompliance with financial reporting requirements under applicable securities laws subject toor certain conditions, we may recoup and/or cancel certain cash-based and equity-based compensation granted, paid, earned or that becomes vested in whole or in part based upon the attainmentevent of any financial reporting measure.detrimental conduct by the covered employee. For more information about our clawback policy,policies, please see “Corporate Governance — Clawback Policy.Policies."

Pursuant to our Insider Trading Policy, we prohibit our employees, directors, officers and other persons covered by our Insider Trading Policy from engaging in hedging transactions in relation to our securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Additionally, employees, directors, officers and other persons covered by our Insider Trading Policy are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan. For

more information about our Insider Trading Policy, please see “Corporate Governance — Policy Against Hedging of Stock."

The Compensation Committee has responsibility for establishing our overall compensation strategy, including base salary, performance-based annual bonuses and stock-basedBoard elected to grant no additional equity grants,awards to Ms. Wong in fiscal year 2023 on the basis that her existing stock option award continued to provide a meaningful retention tool and an incentive to increase stockholder value. In connection with Ms. Wong’s termination of employment on October 20, 2023, the Board determined to extend the exercise period for appropriate rewardsMs. Wong’s vested options from 90 to 120 days following her employment termination date and incentivesto permit Ms. Wong to satisfy the exercise price and withholding taxes due in connection with the exercise of her options by providing for the forfeiture of shares of our managementCommon Stock of equivalent value that would otherwise be deliverable upon such exercise.

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, parental leave for birthing and non-birthing parents, adoption assistance, an employee assistance program and commuter benefits. Our named executive officers, other than Mr. Bilbrey, participate in these plans on the same basis as our other eligible employees.

In fiscal year 2023, our named executive officers, other than Mr. Bilbrey, 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 all employees who contributed to the 401(k) plan in fiscal year 2023, in an amount equal to 100% of such employee elective deferrals up to 4% of total eligible employee compensation, subject to all federal limits. For fiscal year 2023, we made employer matching contributions of $13,200 to the 401(k) plan on behalf of each of Ms. Wong and Mr. Tiziani. Under the terms of the 401(k) plan, Mr. Bilbrey was not eligible to participate in the plan in fiscal year 2023. We do not believe thatsponsor or maintain any qualified or non-qualified defined benefit plans or supplemental executive retirement plans for our executive compensation program creates risks that are reasonably likelyemployees.

Under the terms of her offer letter, Ms. Baldwin was entitled to have a material adverse effect onreimbursement by the Company. In assessing risks related to our compensation programCompany of $20,000 in legal fees incurred in connection with the negotiation of her offer letter and objectives, the Compensation Committee focuses on (1) ensuring an appropriate balance of short- and long-term incentive awards to discourage undue or inappropriate risk-taking by such award holders; and (2) maintaining best-practice policies to mitigate compensation-related risk including recoupment provisions covering clawbacks, stock ownership guidelines, and insider-trading and anti-hedging/pledging prohibitions. As described in further detail below under “Elementsequity agreements.

None of our Executive Compensation — Annual Cash Bonuses,” forty percent (40%) of eachother named executive officer’s target bonus amount is based on individual performance. The Compensation Committee aims to align these individual performance goalsofficers received perquisites in fiscal year 2023.

We have entered into agreements with each of our named executive officers, thereby reducing the risk that key talent will depart our organization.

In October 2023, in connection with Ms. Wong’s termination of employment, the Compensation Committee approved certain payments and remained at the same level for all of fiscal year 2022.

We maintain stock ownership guidelines that require our executive officer was eligible to earn an annual bonus for fiscal year 2022. Sixty percent (60%) of each named executive officer’s target fiscal year 2022 bonus amount was to be based on the achievement of Company performance goals, and the remaining forty percent (40%) of each named executive officer’s target bonus amount was to be based on individual performance.

We maintain a clawback policy that is designed to comply with the bonus allocations to executives (other thanrequirements of Section 10D of the chief executive officer)Exchange Act that covers our current and other employees.

We also maintain a broader discretionary bonusesclawback policy that covers our current and former employees holding the title of vice president or above and allows the Company to recoup certain incentive-based compensation if the Company is required to restate its financial statements due to material noncompliance with financial reporting requirements under applicable securities laws or certain compensation in the event of detrimental conduct by the covered employee. For more information about our clawback policies, please see “Corporate Governance — Clawback Policies."

Pursuant to our Insider Trading Policy, we prohibit our employees, directors, officers and other persons covered by our Insider Trading Policy from engaging in hedging transactions in relation to our securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Additionally, employees, directors, officers and other persons covered by our Insider Trading Policy are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for fiscal year 2022, representing sixty-five percent (65%) of each executive's aggregate target annual bonus for fiscal year 2022.a loan. For

We grant equity awards to our employees in the form of stock options and beginning in fiscal year 2023, restricted stock units. 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. Restricted stock units are intended to reward employees for increases in our stock price and also to support our talent attraction and retention objectives.

Prior to our IPO, each named executive officerof Ms. Wong and Mr. Tiziani was granted an award of options to purchase common stock of Penelope Holdings Corp. under the 2020 Omnibus Equity Incentive Plan with an exercise price equal to the fair market value of a share of Penelope Holdings Corp. common stock on the grant date. In connection with the IPO, these options were converted into options to purchase shares of Common Stock of Olaplex Holdings, Inc. with a

corresponding adjustment to the exercise price that preserved the options' spread value. The vesting terms remained the same for all options that prior to our IPO were subject to time-based vesting. These options are eligible to vest in equal annual installments over five years and will vest in full upon a change of control, subject to the executive’s continued employment through the applicable vesting date.

In connection with the IPO, the options that prior to the IPO were subject to performance-based vesting were converted into time-based options eligible to vest in three equal installments on the first three anniversaries of the consummation of our IPO, subject to the executive’s continued employment through the applicable vesting date.

The Compensation Committee determinedBoard elected to awardgrant no additional equity grantsawards to our named executive officersMs. Wong in fiscal year 20222023 on the basis that theirher existing stock option awardsaward continued to provide a meaningful retention tool and an incentive to increase stockholder value. In connection with Ms. Wong’s termination of employment on October 20, 2023, the Board determined to extend the exercise period for Ms. Wong’s vested options from 90 to 120 days following her employment termination date and to permit Ms. Wong to satisfy the exercise price and withholding taxes due in connection with the exercise of her options by providing for the forfeiture of shares of our Common Stock of equivalent value that would otherwise be deliverable upon such exercise.

Certain amendments were madeOn August 9, 2023, Mr. Bilbrey was granted an award of restricted stock units with an approximate award value of $400,000 under the 2021 Plan as compensation for his services as Executive Chair of our Board pursuant to Ms. Walden’s stock optionhis letter agreement. Mr. Bilbrey’s award vests in fiscal year 2022full on July 9, 2024, subject to Mr. Bilbrey’s continued service with us through such date. As previously noted, Mr. Bilbrey received no additional compensation for his service as described in more detail below under “Executive Compensation — Compensation Tables — Narrative Disclosure to Compensation Tables and Potential Payments Upon Termination or Changethe interim Chief Executive Officer of Control — Agreements with our Named Executive Officers.”the Company.

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 andinsurance, short-term and long-term disability insurance, flexible spending accounts, health savings accounts, parental leave for birthing and non-birthing parents, adoption assistance, an employee assistance program and commuter benefits. Our named executive officers, other than Mr. Bilbrey, participate in these plans on the same basis as our other eligible employees.

In fiscal year 2022,2023, our named executive officers, participatedother than Mr. Bilbrey, 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 all employees who contributed to the 401(k) plan in fiscal year 2022,2023, in an amount equal to 50%100% of such employee elective deferrals up to the first 6%4% of total eligible employee compensation.compensation, subject to all federal limits. For fiscal year 2022,2023, we made employer matching contributions of

None of our other named executive officers received perquisites in fiscal year 2022.2023.

We have entered into agreements with each of our named executive officers, which in the case of Ms. Baldwin and Mr. Tiziani provide (or provided, in the case of Ms. Wong) for initial base salaries, 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 a letter agreement with Mr. Bilbrey in connection with his appointment to our Board and his services as Executive Chair of our Board that provides for an annual fee, payable in cash, a grant of restricted stock units and certain restrictive covenants. We have also entered into restrictive covenant agreements with each of our named executive officers.officers other than Mr. Bilbrey. These agreements are discussed in more detail below under “Executive Compensation — Compensation Tables — Narrative Disclosure to Compensation Tables and Potential Payments Upon Termination or Change of Control — Agreements with our Named Executive Officers."

In October 2022,2023, in connection with Ms. Walden’sWong’s termination of employment, the Compensation Committee approved certain payments and benefits to Ms. WaldenWong that are described in more detail below under “Executive Compensation — Compensation Tables — Narrative Disclosure to Compensation Tables and Potential Payments Upon Termination or Change of Control — Agreements with our Named Executive Officers."

The following table sets forth information about certain compensation awarded to, earned by or paid to our named executive officers for the three most recently completed fiscal years (or two most recent fiscal yearsyear in the case of each of Ms. Baldwin and Mr. Tiziani,Bilbrey, who joined us in fiscal year 2021)2023):