A composition to improve hyperpigmentation is disclosed. The composition has one or more active ingredients such as tranexamic acid, niacinamide, arbutin, and Vitamin C. The composition has water, caprylic/capric triglyceride, C12-15 Alkyl Benzoate, Isononyl Isononanoate, Silica, Glyceryl Stearate and PEG-100 Stearate, Cetearyl Alcohol and Ceteareth-20, Xylitylglucoside and Anhydroxylitol and Xylitol, Hydroxyethyl Acrylate/Sodium Acryloyldimethyl Taurate Copolymer, Polysorbate 60, Phenoxyethanol and Ethylhexylglycerin, Citric Acid, Titanium Dioxide, Citrus oil, sh-Polypeptide-22, and sh-Oligopeptide-1. The composition is a non-HQ formulation that provides equal or greater efficacy with a reduced adverse reaction profile to improve skin hyperpigmentation, such as melasma, post-inflammatory hyperpigmentation, and solar lentigines. The composition reduces skin damage and provides toning to the skin.