Waldencast plc Files Form 15 to Deregister its Securities and Suspend its SEC Reporting Obligations under the Exchange Act

Class A ordinary shares and warrants have been quoted on the Pink Limited market under MLKMF and MLKWF, respectively, since October 5.

Rhea-AI Summary

Waldencast (WALD) has filed Form 15 with the SEC to deregister its Class A ordinary shares and redeemable warrants.

The filing immediately suspends the company's obligation to submit periodic and current SEC reports, including Forms 20-F and 6-K. Termination of registration is expected to become effective 90 days after the October 15, 2026 filing, or sooner if the SEC determines. Reporting obligations would resume if Form 15 is withdrawn or denied. Waldencast retains the right to withdraw the filing before it becomes effective.

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0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• None.

Negative

• Moderate pointSEC reporting obligations are immediately suspended, ending required periodic and current reports, including Forms 20-F and 6-K.
• Minor point. Forward-looking: it has not happened yet and may not happen.Withdrawal or denial of Form 15 would require Waldencast to resume reporting obligations.

News Explained

The release states that, as of October 5, Waldencast’s Class A shares and warrants were quoted on OTC Markets’ Pink Limited market under MLKMF and MLKWF, respectively.

Key Figures

Expected effectiveness: 90 days Warrant exercise price: $11.50 per share

Expected effectiveness

90 days

After Form 15 filing, unless the SEC determines a shorter period

Warrant exercise price

$11.50 per share

Each whole warrant is exercisable for one Class A ordinary share

Historical Context

1 past event · Latest: Sep 24

1 event

1. Sep 24

   Regulatory filing

   24h Move

   +0.0%

   Prior Form 25 notice said Waldencast intended to file Form 15 around October 5.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

form 15, section 12(g), section 15(d), redeemable warrants

4 terms

form 15 regulatory

"filed a Form 15 (Certification and Notice of Termination of Registration)"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

section 12(g) regulatory

"under Section 12(g) and suspend reporting obligations under Section 15(d)"

Section 12(g) is a rule that requires companies to register with the government and share their financial details when they have a certain number of shareholders or assets. It matters because it makes these companies more transparent, helping investors make informed decisions and keeping the markets fair.

section 15(d) regulatory

"suspend reporting obligations under Section 15(d)"

Section 15(d) is a U.S. securities law rule that can require a company to keep filing regular public financial reports with regulators after it sells stock in certain offerings, even if it otherwise would stop reporting. Think of it like a store that must continue posting its receipts so buyers can check its health; for investors, it preserves ongoing disclosure and helps them track a company’s finances and risks that might affect the stock.

redeemable warrants financial

"and its redeemable warrants, each whole warrant exercisable"

A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.

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• The Company has filed a Form 15 (Certification and Notice of Termination of Registration) with the SEC on October 15, 2026 to terminate registration of its Class A Ordinary Shares and Warrants under Section 12(g) and suspend reporting obligations under Section 15(d)

LONDON, Oct. 15, 2026 (GLOBE NEWSWIRE) -- Waldencast plc (“Waldencast” or the “Company”) today announced that it has filed a Form 15 (Certification and Notice of Termination of Registration) with the Securities and Exchange Commission (the “SEC”) to terminate the registration of its Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and its redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share (the “Warrants”) under the Exchange Act and to suspend the Company’s reporting obligations under the Exchange Act.

Upon filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Annual Reports on Form 20-F and Current Reports on Form 6-K, is suspended immediately. The termination of registration of the Class A Ordinary Shares and Warrants is expected to become effective 90 days after the filing of the Form 15 or such shorter period as the SEC may determine. If the Form 15 is withdrawn or denied, the Company would be required to resume its reporting obligations.

The Company reserves the right to withdraw the Form 15 prior to its effectiveness; if necessary, the Company will make any further announcements as required by applicable laws.

As previously announced, as of October 5, the Company quoted its Class A Ordinary Shares and Warrants on the Pink Limited market of the OTC Markets Group under the ticker MLKMF and MLKWF, respectively.

About Waldencast

Waldencast plc (NASDAQ: WALD) is the parent company of Milk Makeup, the clean prestige beauty brand born from the creative community of Milk Studios in downtown New York City. Founded in 2016, Milk Makeup is built on the values of self-expression and inclusion, captured by its signature “Live Your Look,” and creates vegan, cruelty-free, clean formulas across a portfolio of hero franchises. Milk Makeup is available through milkmakeup.com and retail partners including Sephora, Ulta Beauty and Amazon Premium Beauty in the U.S., and select retailers internationally. For more information, please visit: www.milkmakeup.com.

Forward-Looking Statements

Statements in this release that are not historical are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the Company’s intention to delist from Nasdaq and to deregister from the SEC, the intended benefits of the delisting and deregistration and future strategies that may be pursued by the Company. These forward-looking statements generally are identified by the words “intends,” “may,” “will,” “future,” “expects,” “anticipates,” “believes,” “seeks,” “targets” and variations of these words or similar expressions (or the negative versions of such words or expressions) and are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the Company, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include, but are not limited to: (1) the inability to recognize the anticipated benefits of the delisting and deregistration, including the possibility that the cost savings the Board currently expects are not realized in whole or in part, or are realized more slowly or in lesser amounts than expected; (2) the general impact of geopolitical events, including the impact of current wars, conflicts and other hostilities; (3) the overall economic and market conditions and other information about the Company’s possible or assumed future results of operations or performance; (4) changes in general economic conditions; (5) the impact of any international trade or foreign exchange restrictions, the imposition of new or increased tariffs, foreign currency exchange fluctuations; (6) the ability to implement the Company’s strategic initiatives and continue to innovate its existing products and anticipate and respond to market trends and changes in consumer preferences; and (7) the possibility that the Form 25 or the Form 15 do not become effective, on the expected timetable, or that the SEC denies or delays the deregistration. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on March 13, 2026, or in other documents that may be filed or furnished by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Waldencast Contact

Investors ICR Allison Malkin waldencastir@icrinc.com

Media ICR Brittany Fraser waldencastpr@icrinc.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When will Waldencast's securities deregistration become effective?

Termination of registration is expected 90 days after the October 15, 2026 Form 15 filing, or within a shorter period determined by the SEC. The obligation to file periodic and current SEC reports was suspended immediately upon filing.

Where are Waldencast shares and warrants quoted after its Form 15 filing?

Waldencast's Class A ordinary shares and warrants have been quoted on the Pink Limited market of OTC Markets Group since October 5, under MLKMF and MLKWF, respectively.