Waldencast plc Files Form 25 to Voluntary Delist from Nasdaq and Deregister its Securities under the Exchange Act

A planned follow-on filing would immediately suspend Waldencast’s periodic SEC reporting obligations.

Rhea-AI Summary

Waldencast (WALD) filed Form 25 on September 24, 2026, to remove its shares and warrants from Nasdaq.

The filing covers its Class A ordinary shares and redeemable warrants. Each whole warrant is exercisable for one Class A share at $11.50. Waldencast expects the last day of Nasdaq trading to be on or about October 2, 2026, and delisting to take effect on or about October 4, 2026. Deregistration under Section 12(b) is expected 90 days after the Form 25 filing.

Waldencast intends to file Form 15 on or about October 5, 2026. Filing it would immediately suspend the company’s obligation to submit periodic SEC reports, including Forms 20-F and 6-K.

Positive

• None.

Negative

• Nasdaq trading expected to end on or about October 2, 2026
• Periodic SEC reporting would stop upon the planned Form 15 filing

Argus 15 min delay 8 alerts

+4.85% vs previous close $1.08 last price 2.2x rel. volume Open Argus

Details

Market move: WALD +4.85% vs previous close. Form 25 delisting filing

+39.5% Peak Tracked

-2.5% Trough Tracked

$0.79 $1.13 Day Range

$138.52M Market Cap

On Sep 24, the day this news came out, the latest delayed price for WALD is 4.85% above the previous close. Argus tracked a peak move of +39.5% during the session. Argus tracked a trough of -2.5% from its starting point during tracking. Our momentum scanner has recorded 8 alerts for this stock so far that day. The latest delayed price is $1.08. Relative volume is elevated at 2.2x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

The Sep 14 delisting-intention notice was followed by a -9.92% 24-hour decline; this Form 25 filing ...

Analysis

The Sep 14 delisting-intention notice was followed by a -9.92% 24-hour decline; this Form 25 filing advances that same disclosed process, while the earlier reaction does not establish a response to today's filing.

Key Figures

Form 25 filing: September 24, 2026 Last expected Nasdaq trading day: On or about October 2, 2026 Planned Form 15 filing: On or about October 5, 2026 +1 more

Form 25 filing

September 24, 2026

Filed to remove the shares and warrants from Nasdaq listing

Last expected Nasdaq trading day

On or about October 2, 2026

Class A ordinary shares and warrants

Planned Form 15 filing

On or about October 5, 2026

Intended filing to suspend specified Exchange Act reporting obligations

Section 12(b) deregistration timing

90 days after the Form 25 filing

Expected effectiveness

Historical Context

1 past event · Latest: Sep 14

1 event

1. Sep 14

   Delisting announcement

   24h Move

   -9.9%

   Earlier notice set the planned Form 25, final trading day and Form 15 sequence.

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

Key Terms

form 25, form 15, section 12(b), redeemable warrants

4 terms

form 25 regulatory

"filed a Form 25 (Notification of Removal from Listing) with the SEC"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

form 15 regulatory

"intends to file 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(b) regulatory

"deregister such securities under Section 12(b) of the Securities Exchange Act"

Section 12(b) of the U.S. Securities Exchange Act requires securities listed on a national stock exchange to be registered with the U.S. Securities and Exchange Commission (SEC) and to follow regular public reporting and disclosure rules. For investors, a 12(b) listing generally means more routine financial updates, regulatory oversight and easier buying and selling—like a storefront that must display its inventory and prices, making it simpler to inspect and trade the product.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

• The Company has filed a Form 25 (Notification of Removal from Listing) with the SEC on September 24, 2026 to remove its Class A Ordinary Shares and Warrants from listing on Nasdaq and to deregister those securities under the Exchange Act
• Delisting expected to become effective on or about October 4, 2026, with the last day of trading on Nasdaq expected to be on or about October 2, 2026
  
  

LONDON, Sept. 24, 2026 (GLOBE NEWSWIRE) -- Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”) today announced that it has filed a Form 25 (Notification of Removal from Listing) with the Securities and Exchange Commission (the “SEC”) to remove 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”), from listing on the Nasdaq Stock Market LLC (“Nasdaq”) and to deregister such securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Waldencast expects that the last trading day of its Class A Ordinary Shares and Warrants on Nasdaq will be on or about October 2, 2026.

As previously announced, the Company intends to file a Form 15 (Certification and Notice of Termination of Registration) with the SEC on or about October 5, 2026 to suspend the Company’s reporting obligations under Sections 12(g) and 15(d) of the Exchange Act. Upon filing of the Form 15, the Company’s obligation to file periodic reports with the SEC, including Annual Reports on Form 20-F and Current Reports on Form 6-K, will be suspended immediately. The Section 12(b) deregistration is expected to become effective 90 days after the Form 25 filing.

The Company reserves the right to withdraw or postpone the above filings prior to their effectiveness; if necessary, the Company will make any further announcements as required by the Nasdaq listing standards and other applicable laws.

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 15 is not filed, or 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 shares and warrants stop trading on Nasdaq?

Waldencast expects the last Nasdaq trading day for its Class A ordinary shares and warrants to be on or about October 2, 2026. It expects delisting to take effect on or about October 4, 2026.

Can Waldencast withdraw or postpone its delisting filings?

Waldencast can withdraw or postpone the filings before they take effect. If necessary, it will make further announcements as required by Nasdaq listing standards and applicable law.