Waldencast (NASDAQ: WALD) completes Obagi sale valued up to $460M
Rhea-AI Filing Summary
Waldencast plc completed the divestiture of its Obagi Medical dermatological skincare and aesthetics business to Bridgepoint, in a transaction valued at up to $460 million (subject to negotiated deductions and customary closing adjustments). The deal transfers 100% of Obagi Netherlands and Obagi AsiaPac and leaves Obagi Cosmeceuticals as the surviving entity after two merger steps. Consideration includes $10 million in fixed vendor notes, $20 million in adjustable vendor notes and up to $64 million of earnout payments tied to non-injectables revenue for 2026 and injectables revenue for 2027.
In conjunction with closing, Waldencast repaid all outstanding obligations under its senior term loan facility and plans to concentrate resources on its remaining Milk Makeup brand, led by President and Co-Founder Mazdack Rassi. Founders Michel Brousset and Hind Sebti and Chief Financial Officer Manuel Manfredi have left Waldencast to lead Obagi Medical, though they will support the company during a transition period. Board Chairman Felipe Dutra has been appointed Executive Chairman and will serve as both principal executive officer and principal financial officer.
Positive
- Repayment of all outstanding senior term loan facility obligations following the Obagi Medical sale removes this debt from Waldencast’s capital structure.
Negative
- Founders and top executives, including the CEO, Chief Growth Officer and CFO, are departing Waldencast to lead Obagi Medical, concentrating leadership roles in Executive Chairman Felipe Dutra.
Filing Explained
Any further allocation of the sale proceeds remains subject to review by Waldencast’s board, leaving their subsequent deployment unspecified in this filing.
Key Figures
Total potential consideration: $460,000,000
Fixed Vendor Note: $10,000,000
Adjustable Vendor Note: $20,000,000
+3 more
6 metrics
Total potential consideration
$460,000,000
Maximum consideration payable for the Obagi Medical sale, subject to deductions and adjustments
Fixed Vendor Note
$10,000,000
Principal amount of the fixed vendor note issued as part of consideration
Adjustable Vendor Note
$20,000,000
Principal amount of the adjustable vendor note included in the sale terms
Earnout payments cap
$64,000,000
Maximum aggregate earnout based on 2026 non-injectables and 2027 injectables revenue milestones
Non-injectables earnout period
Fiscal year ending December 31, 2026
Period for non-injectables revenue milestones tied to earnout
Injectables earnout period
Fiscal year ending December 31, 2027
Period for injectables revenue milestones tied to earnout
Key Terms
Purchase and Sale Agreement and Plan of Merger, Vendor Notes, earnout payments, senior term loan facility, +2 more
6 terms
Purchase and Sale Agreement and Plan of Merger regulatory
"pursuant to a Purchase and Sale Agreement and Plan of Merger"
Vendor Notes financial
"the Fixed Vendor Note and the Adjustable Vendor Note, the “Vendor Notes”"
earnout payments financial
"contingent consideration in the form of earnout payments of up to $64,000,000"
Earnout payments are additional sums the buyer of a business agrees to pay the seller later if the acquired company achieves specific performance goals, like revenue or profit targets. Think of it as a bonus paid after the sale that ties part of the purchase price to future results; for investors this changes how much risk and future cash flow the deal carries and can affect valuation, incentives and reported liabilities.
senior term loan facility financial
"Waldencast repaid all of its outstanding senior term loan facility"
A senior term loan facility is a structured loan a company takes from banks or lenders with a fixed repayment schedule and set interest rate; “senior” means those lenders have first claim on the company’s cash or assets if things go wrong. Investors care because it sets borrowing cost and repayment priority—like a first mortgage on a house, it is lower risk for lenders and can limit what equity holders or junior creditors receive in a restructuring.
non-injectables revenue milestones financial
"based on the achievement of certain non-injectables revenue milestones"
principal executive officer regulatory
"he will act as principal executive officer and principal financial officer"
The principal executive officer is the highest-ranking manager who leads a company’s overall strategy, operations and public communication—often acting like the captain of a ship who sets direction and makes final calls. Investors watch this person because their decisions, credibility and ability to deliver results shape company performance, risk and market confidence, and changes in that role can directly affect stock value and corporate accountability.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction did Waldencast (WALD) complete regarding Obagi Medical?
Waldencast completed the sale of its Obagi Medical dermatological skincare and aesthetics business to Bridgepoint, transferring Obagi Netherlands, Obagi AsiaPac and Obagi Cosmeceuticals and fully exiting that business line.
How much is the Obagi Medical sale worth for Waldencast (WALD)?
The transaction is valued at up to $460 million, subject to negotiated deductions and customary adjustments. Consideration includes vendor notes and potential earnout payments tied to Obagi Medical’s future revenue performance.
How is the Waldencast (WALD) Obagi sale consideration structured?
Consideration includes a $10 million fixed vendor note, a $20 million adjustable vendor note, and up to $64 million of earnout payments based on non-injectables revenue in 2026 and injectables revenue in 2027.
What did Waldencast (WALD) do with proceeds from the Obagi Medical sale?
In connection with closing, Waldencast repaid all outstanding obligations under its senior term loan facility. Any further allocation of transaction proceeds remains subject to review by the company’s Board of Directors.
What is Waldencast’s (WALD) strategic focus after selling Obagi Medical?
After the sale, Waldencast plans to focus on growing Milk Makeup, its remaining clean prestige beauty brand, under President and Co-Founder Mazdack Rassi and oversight from Executive Chairman Felipe Dutra.
What leadership changes accompany the Obagi Medical sale at Waldencast (WALD)?
Founders Michel Brousset and Hind Sebti and CFO Manuel Manfredi transition from Waldencast to lead Obagi Medical. Board Chairman Felipe Dutra becomes Executive Chairman, serving as principal executive and principal financial officer.
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: July 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
Completion of Sale of Obagi Business
On July 30, 2026, Waldencast plc, a public limited company incorporated under the laws of the Bailiwick of Jersey (the “Company”) completed its previously announced sale of its Obagi Medical dermatological skincare and aesthetics business, pursuant to a Purchase and Sale Agreement and Plan of Merger (the “Purchase and Sale Agreement”), dated as of June 1, 2026, by and among, Obagi Holdings Company Ltd., a private limited company formed under the laws of the Cayman Islands (the “Seller”), Obagi Cosmeceuticals LLC, a Delaware limited liability company (“Obagi Cosmeceuticals”), Obagi Netherlands B.V., a Netherlands private limited company (besloten vennootschap) (“Obagi Netherlands”), Obagi AsiaPac Limited, a limited company formed under the laws of Hong Kong (“Obagi AsiaPac”), Waypoint Bidco, LLC, a Delaware limited liability company (the “Purchaser”), Waypoint Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of the Purchaser (“Merger Sub I”), Waypoint Merger Sub II, LLC, a limited liability company and wholly owned subsidiary of the Purchaser (“Merger Sub II”), and Gore Range Capital Fund III LLC, a Delaware limited liability company (“Gore Range”). Pursuant to the terms and conditions of the Purchase and Sale Agreement, at the closing of the transactions contemplated by the Purchase and Sale Agreement (the “Closing”), among other things, (1) the Seller sold, assigned, transferred, conveyed and delivered to the Purchaser 100% of the issued and outstanding equity interests of Obagi Netherlands and Obagi AsiaPac, (2) Merger Sub I merged with and into Obagi Cosmeceuticals with Obagi Cosmeceuticals surviving the merger (the “First Merger”) and (3) immediately following the First Merger, Merger Sub II merged with and into Obagi Cosmeceuticals with Obagi Cosmeceuticals surviving the merger.
The total consideration to be paid to the Seller pursuant to the Purchase and Sale Agreement of up to $460,000,000 (subject to negotiated deductions and customary adjustments based on closing cash, closing indebtedness, net working capital and transaction expenses), including a fixed vendor note in a principal amount of $10,000,000 (the “Fixed Vendor Note”), an adjustable vendor note in a principal amount of $20,000,000 (the “Adjustable Vendor Note” and together with the Fixed Vendor Note, the “Vendor Notes”), and contingent consideration in the form of earnout payments of up to $64,000,000 in the aggregate, based on the achievement of certain non-injectables revenue milestones for the fiscal year ending December 31, 2026 and injectables revenue milestones for the fiscal year ending December 31, 2027.
The foregoing description of the Purchase and Sale Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by, the full text of the Purchase and Sale Agreement, which was previously filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission on June 1, 2026, and which is incorporated herein by reference.
In addition, effective at the close of business on the date of Closing, Michel Brousset, Chief Executive Officer of the Company and director on the board of directors of the Company (the “Board”), Hind Sebti, Chief Growth Officer of the Company and director on the Board, and Manuel Manfredi, Chief Financial Officer of the Company transitioned from the Company to lead Obagi Medical.
The decision of each of Mr. Brousset, Ms. Sebti and Mr. Manfredi to depart the Company at the Closing was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following the Closing, Mr. Brousset, Ms. Sebti and Mr. Manfredi will provide services to the Company during a transitional period. Furthermore, effective at the close of business on the date of Closing, the Board appointed Felipe Dutra, current member and Chairman of the Board, as Executive Chairman, and in that capacity he will act as principal executive officer and principal financial officer of the Company. Information regarding Mr. Dutra, including his business experience, is set forth under “Executive Officers” in Item 6. Directors, Senior Management of the Company’s Annual Report on Form 20-F for fiscal year 2025 filed with the U.S. Securities and Exchange Commission on March 13, 2026. Mr. Dutra has no family relationships with any current director, executive officer, or person nominated to become a director or executive officer, of the Company, and there are no arrangements or understandings with any persons pursuant to which Mr. Dutra has been appointed to his position. In addition, the Company is not aware of any transactions or proposed transactions in which Mr. Dutra has, or will have, a material interest that would require disclosure under Item 404(a) of Regulation S-K.
Press Release
A copy of the press release of the Company announcing the Closing is attached hereto as Exhibit 99.1.
2
The press release attached as Exhibit 99.1 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.
Forward-Looking Statements
Statements in this report 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 intended benefits of the transaction and future strategies that may be pursued by the Company. These forward-looking statements generally are identified by the words “intends,” “may,” “will,” “would,” “future” and variations of these words or similar expressions (or the negative versions of such words or expressions) 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 realize the anticipated benefits of the transaction on the expected timeline, if at all; (2) the total consideration payable in connection with the transaction may be reduced due to the Vendor Notes, the earnout not being achieved and other factors relating to the transaction; (3) the potential inability of the Company to effectively manage operations, retain key clients or maintain existing levels of performance in their absence; (4) the general impact of geopolitical events, including the impact of current wars, conflicts and other hostilities; (5) the overall economic and market conditions and other information about the Company’s possible or assumed future results of operations or performance; (6) changes in general economic conditions; (7) the impact of any international trade or foreign exchange restrictions, the imposition of new or increased tariffs, foreign currency exchange fluctuations; and (8) 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. 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.
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |||||||
| 99.1 | Press release of Waldencast plc, dated July 30, 2026, relating to the consummation of the sale of the Obagi Medical business. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
3
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.
Waldencast plc | |||||||||||
(Registrant) | |||||||||||
Date: July 30, 2026 | By: | /s/ Manuel Manfredi | |||||||||
Name: | Manuel Manfredi | ||||||||||
Title: | Chief Financial Officer and Principal Financial Officer | ||||||||||
4
Waldencast Announces Completion of the Sale of Obagi Medical to Bridgepoint
July 30, 2026
LONDON, July 30, 2026 (GLOBE NEWSWIRE) -- Waldencast plc (NASDAQ: WALD) (“Waldencast” or “the Company”) today announced that it completed the previously announced sale of its Obagi Medical dermatological skincare and aesthetics business (“Obagi Medical”) to Bridgepoint, one of the world's leading mid-market investors, in a transaction valued at up to $460 million (subject to negotiated deductions and customary adjustments based on closing cash, closing indebtedness, net working capital and transaction expenses), marking a significant step in Waldencast’s strategy to strengthen its balance sheet and focus on accelerating the global growth of Milk Makeup.
As previously announced, in conjunction with the closing of the transaction, Waldencast repaid all of its outstanding senior term loan facility and will continue to invest in its remaining brand, Milk Makeup, as a leading color cosmetics business, under the leadership of President and Co-Founder Mazdack Rassi, and oversight from Executive Chairman, Felipe Dutra. Any further allocation of transaction proceeds remains subject to review by the Board of Directors of the Company.
In connection with the closing, Waldencast founders Michel Brousset and Hind Sebti, along with Chief Financial Officer, Manuel Manfredi, will transition from the Company to lead Obagi Medical in partnership with Bridgepoint. Felipe Dutra, Executive Chairman of the Board, will serve as the Company’s principal executive officer and principal financial officer.
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 intended benefits of the transaction and future strategies that may be pursued by the Company. These forward-looking statements generally are identified by the words “intends,” “may,” “will,” “future” and variations of these words or similar expressions (or the negative versions of such words or expressions) 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 transaction; (2) the total consideration payable in connection with the transaction may be reduced due to the vendor notes that form part of the transaction consideration payable to the Company, the earnout not being achieved and other factors relating to the transaction; (3) the potential inability of the Company to effectively manage operations, retain key clients or maintain existing levels of performance in their absence; (4) the general impact of geopolitical events, including the impact of current wars, conflicts and other hostilities; (5) the overall economic and market conditions and other information about the Company’s possible or assumed future results of operations or performance; (6) changes in general economic conditions; (7) the impact of any international trade or foreign exchange restrictions, the imposition of new or increased tariffs, foreign currency exchange fluctuations; and (8) 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. 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