Waldencast (WALD) director details large indirect share, warrant and option holdings

Rhea-AI Filing Summary

Waldencast plc director Cristiano Souza has filed an initial statement of ownership showing substantial indirect and derivative stakes in the company. He is the controlling shareholder of Zeno Equity Partners LLP, which holds 12,252,580 Class A ordinary shares and warrants linked to 4,892,767 Class A shares at an exercise price of $11.5000 per share. Souza also has stock options tied to 712,083 Class A shares with a zero exercise price expiring on October 26, 2026, and a put option allowing him to exchange part of his equity interest in Waldencast UK Limited for 712,083 Class A shares held by Waldencast Ventures LP. He disclaims beneficial ownership of Zeno Equity Partners LLP’s holdings except to the extent of his pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Souza Cristiano

(Last) (First) (Middle)

C/O WALDENCAST PLC

MICHELIN HOUSE, 81 FULHAM ROAD

(Street)

LONDON SW3 6RD

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Waldencast plc [ WALD ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	12,252,580	I	By Zeno Equity Partners LLP (1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (Right to Buy)	(1)	(1)	Class A Ordinary Shares	4,892,767	$11.5	I	By Zeno Equity Partners LLP(2)
Stock Options (Right to Buy)	(3)	10/26/2026	Class A Ordinary Shares	712,083	(3)	D

Explanation of Responses:

1. These warrants became exercisable 30 days after the completion of the Issuer's business combination on July 27, 2022 and will expire five years after the completion of the business combination or earlier upon redemption or liquidation.

2. The reporting person is the controlling shareholder of Zeno Equity Partners LLP. The reporting person disclaims beneficial ownership of the securities held by Zeno Equity Partners LLP, except to the extent of his pecuniary interest therein.

3. The reporting person holds a put option allowing him to exchange a portion of his equity interest in Waldencast UK Limited for 712,083 Class A ordinary shares held by Waldencast Ventures LP, a shareholder of Waldencast plc.

Remarks:

	/s/ Cristiano Souza	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What insider positions did Cristiano Souza report in Waldencast (WALD)?

Cristiano Souza reported indirect holdings in 12,252,580 Class A ordinary shares through Zeno Equity Partners LLP, plus warrants on 4,892,767 Class A shares and stock options on 712,083 Class A shares, highlighting a significant economic exposure to Waldencast’s equity structure via multiple instruments.

How are Waldencast (WALD) shares held through Zeno Equity Partners LLP treated?

Zeno Equity Partners LLP holds 12,252,580 Class A ordinary shares and warrants on 4,892,767 shares. Souza is the controlling shareholder of Zeno but disclaims beneficial ownership of its Waldencast securities, except for the portion representing his direct pecuniary interest, clarifying the nature of his indirect exposure.

What warrant holdings related to Waldencast (WALD) did Souza disclose?

Souza disclosed warrants, held indirectly via Zeno Equity Partners LLP, exercisable for 4,892,767 Class A ordinary shares at an exercise price of $11.5000 per share. These warrants became exercisable 30 days after the July 27, 2022 business combination and expire five years after that completion date.

What stock option position in Waldencast (WALD) does Souza report?

Souza reports stock options over 712,083 Class A ordinary shares with an exercise price of $0.0000 and an expiration date of October 26, 2026. These options represent a direct derivative position separate from the indirect holdings reported through Zeno Equity Partners LLP.

How does the put option described affect Souza’s Waldencast (WALD) exposure?

Souza holds a put option letting him exchange part of his equity interest in Waldencast UK Limited for 712,083 Class A ordinary shares held by Waldencast Ventures LP. This creates a contingent right to receive additional Waldencast shares, further linking his economic interests to the company.

Does the Waldencast (WALD) filing show any recent insider share purchases or sales?

The disclosure lists existing holdings and derivative rights, not new purchases or sales. It records Souza’s indirect share ownership, warrant position, stock options, and a put option, serving as an initial snapshot of his Waldencast-related interests rather than documenting trading activity.