Waldencast suspends SEC reporting obligations
Waldencast’s periodic and current SEC reporting obligations were suspended immediately; registration termination is expected after 90 days or sooner if the SEC determines.
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Form Type
6-K
Rhea-AI Filing Summary
Waldencast plc (WALD) filed Form 15 on October 15, 2026, to terminate registration under Section 12(g) of its Class A ordinary shares and redeemable warrants and suspend reporting obligations under Section 15(d) of the Exchange Act. Upon filing, its obligation to file periodic and current SEC reports, including Form 20-F annual reports and Form 6-K current reports, was suspended immediately. Deregistration is expected to become effective 90 days after filing or sooner if the SEC determines a shorter period.
Each whole warrant is exercisable for one Class A ordinary share at $11.50 per share. As of October 5, 2026, Waldencast's Class A ordinary shares and warrants were quoted on the Pink Limited market of OTC Markets Group under MLKMF and MLKWF, respectively.
Key Figures
Expected deregistration effective period: 90 days
Warrant exercise price: $11.50 per share
Shares per whole warrant: 1 Class A ordinary share
+1 more
4 metrics
Expected deregistration effective period
90 days
After Form 15 filing, or a shorter period if the SEC determines
Warrant exercise price
$11.50 per share
Each whole warrant is exercisable for one Class A ordinary share
Shares per whole warrant
1 Class A ordinary share
Each whole warrant is exercisable for one Class A ordinary share
Class A ordinary share par value
$0.0001 per share
Waldencast Class A ordinary shares
Key Terms
Section 12(g), Section 15(d), redeemable warrants
3 terms
Section 12(g) regulatory
"terminate registration under Section 12(g)"
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
"its Class A ordinary shares and redeemable warrants"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When is Waldencast (WALD) deregistration expected to take effect?
Deregistration is expected to become effective 90 days after Form 15 was filed, or after a shorter period if the SEC determines one.
What happens if Waldencast (WALD) withdraws Form 15 or the SEC denies it?
If Form 15 is withdrawn or denied, Waldencast would be required to resume its Exchange Act reporting obligations. The company reserved the right to withdraw Form 15 before it becomes effective.
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: October 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 15 to Deregister its Securities and Suspend its SEC Reporting Obligations under the Exchange Act
On October 15, 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
| EXHIBIT NO. | DESCRIPTION | |||||||
| 99.1 | Waldencast plc press release, dated October 15, 2026 | |||||||
2
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: October 15, 2026 | By: | /s/ Felipe Dutra | |||||||||
Name: | Felipe Dutra | ||||||||||
Title: | Executive Chairman, Principal Executive Officer and Principal Financial Officer | ||||||||||
3
 |  | ||||
Waldencast plc Files Form 15 to Deregister its Securities and Suspend its SEC Reporting Obligations under the Exchange Act
•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)
October 15, 2026
LONDON, October 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