Waldencast expects Nasdaq trading to end Oct. 2
If Waldencast files Form 15 on or about October 5, 2026, it says periodic SEC reporting obligations will be suspended immediately.
Rhea-AI Filing Summary
Waldencast plc filed Form 25 on September 24, 2026, to remove its Class A ordinary shares and redeemable warrants from Nasdaq listing and deregister them under Section 12(b) of the Exchange Act. Each whole warrant is exercisable for one Class A ordinary share at $11.50 per share.
The last Nasdaq trading day is expected to be on or about October 2, 2026, and delisting is expected to become effective on or about October 4, 2026. Section 12(b) deregistration is expected to become effective 90 days after the Form 25 filing. Waldencast intends to file Form 15 on or about October 5, 2026; upon filing, its reporting obligations under Sections 12(g) and 15(d) will be suspended immediately. The company reserves the right to withdraw or postpone the filings before they become effective.
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Filing Explained
The company describes cost savings as an expected benefit—not a result already achieved—and warns that they may not be realized in full or at all, may arrive more slowly, or may be lower than expected.
Key Figures
Last Nasdaq trading day: On or about October 2, 2026
Nasdaq delisting effective date: On or about October 4, 2026
Section 12(b) deregistration period: 90 days
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Last Nasdaq trading day
On or about October 2, 2026
Expected for Class A ordinary shares and warrants
Nasdaq delisting effective date
On or about October 4, 2026
Expected
Section 12(b) deregistration period
90 days
Expected after the Form 25 filing
Intended Form 15 filing date
On or about October 5, 2026
Form 15 filing would suspend reporting obligations immediately
Shares exercisable per whole warrant
One Class A ordinary share
Each whole warrant
Warrant exercise price
$11.50 per share
For each whole warrant
Key Terms
Form 25, Form 15, Section 12(b), Sections 12(g) and 15(d)
4 terms
Form 25 regulatory
"Form 25 (Notification of Removal from Listing)"
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
"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)"
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.
Sections 12(g) and 15(d) regulatory
"suspend the Company’s reporting obligations under Sections 12(g) and 15(d)"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When is WALD expected to 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. Delisting is expected to become effective on or about October 4, 2026.
When would Waldencast stop filing SEC reports?
Waldencast intends to file Form 15 on or about October 5, 2026. Upon filing, its obligations to file periodic reports, including annual reports on Form 20-F and current reports on Form 6-K, will be suspended immediately.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of: September 2026
Commission File Number: 001-40207
Waldencast plc
(Translation of Registrant’s name into English)
81 Fulham Road
London, SW3 6RD
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
Waldencast plc Files Form 25 to Voluntary Delist from Nasdaq and Deregister its Securities under the Exchange Act
On September 24, 2026, Waldencast plc issued a press release, a copy of which is attached hereto as Exhibit 99.1 to this Form 6-K.
The information in this Report on Form 6-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
EXHIBIT INDEX
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EXHIBIT NO.
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DESCRIPTION
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99.1
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Waldencast plc press release, dated September 24, 2026
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SIGNATURE
Pursuant to the requirements 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.
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Waldencast plc
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(Registrant)
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Date: September 24, 2026
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By:
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/s/ Felipe Dutra
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Name:
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Felipe Dutra
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Title:
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Executive Chairman, Principal Executive Officer and Principal Financial Officer
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Waldencast plc Files Form 25 to Voluntary Delist from Nasdaq and Deregister its Securities under the Exchange Act
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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
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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
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September 24, 2026
LONDON, September 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