Director-linked fund buys 335K Waldencast shares

Waldencast plc (WALD) reported an insider-related purchase of Class A ordinary shares linked to director and ten-percent owner Cristiano Souza.

Rhea-AI Filing Summary

Waldencast plc (WALD) reported an insider-related purchase of Class A ordinary shares linked to director and ten-percent owner Cristiano Souza. On August 28, 2026, Zeno Investment Master Fund, for which Souza is an indirect controller, purchased 335,000 Class A shares at $1.5094 per share from Waldencast Ventures LP, bringing its indirectly held position reported for Souza to 12,587,580 shares. Souza disclaims beneficial ownership of the fund’s holdings except to the extent of his pecuniary interest.

Insider Trade Summary

Net Buyer: 335,000 shares

Net Buy 1 txn

Insider Souza Cristiano

Role Director, 10% Owner

Bought 335,000 shs ($506K)

Type	Security	Shares	Price	Value
Purchase	Class A Ordinary Shares F1, F2	335,000	$1.5094	$506K

Holdings After Transaction: Class A Ordinary Shares — 12,587,580 shares (Indirect, By Zeno Investment Master Fund)

Footnotes (2)

1. F1. On August 28, 2026, Zeno Investment Master Fund purchased 335,000 Class A ordinary shares from Waldencast Ventures LP for $1.5094 per share.
2. F2. Zeno Equity Partners LLP is the investment manager for Zeno Investment Master Fund, and the reporting person is the controlling shareholder of Zeno Equity Partners LLP. The reporting person disclaims beneficial ownership of the securities held by Zeno Investment Master Fund, except to the extent of his pecuniary interest therein.

Key Figures

Shares purchased: 335,000 Class A ordinary shares Purchase price per share: $1.5094 per share Total shares following transaction: 12,587,580 Class A ordinary shares +2 more

5 metrics

Shares purchased 335,000 Class A ordinary shares Purchased by Zeno Investment Master Fund on August 28, 2026

Purchase price per share $1.5094 per share Price paid for Waldencast Class A ordinary shares on August 28, 2026

Total shares following transaction 12,587,580 Class A ordinary shares Indirect holdings reported for Souza via Zeno Investment Master Fund after the purchase

Net buy shares 335,000 shares Net change in reported non-derivative holdings from this Form 4

Transaction code P (Purchase in open market or private transaction) SEC Form 4 transaction code for the August 28, 2026 trade

Key Terms

beneficial ownership, pecuniary interest, indirect ownership, Class A Ordinary Shares

4 terms

beneficial ownership financial

"The reporting person disclaims beneficial ownership of the securities held"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

indirect ownership financial

"total_shares_following_transaction ... direct_or_indirect" : "I""

Class A Ordinary Shares financial

"purchased 335,000 Class A ordinary shares from Waldencast Ventures LP"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

FAQ

What insider transaction did WALD disclose for Cristiano Souza?

The filing reports that an entity associated with director and ten-percent owner Cristiano Souza, Zeno Investment Master Fund, purchased 335,000 Class A ordinary shares of Waldencast plc on August 28, 2026, in an open-market or private transaction.

How many WALD shares were bought and at what price?

Zeno Investment Master Fund purchased 335,000 Waldencast Class A ordinary shares at $1.5094 per share on August 28, 2026. The transaction was reported as a purchase in an open-market or private transaction.

What is the total WALD stake reported after this transaction?

After the transaction, the Form 4 reports that Souza, indirectly through Zeno Investment Master Fund, was associated with 12,587,580 Class A ordinary shares of Waldencast plc, held indirectly with the nature of ownership described as “By Zeno Investment Master Fund.”

Who actually holds the WALD shares involved in this Form 4?

The purchased shares are held by Zeno Investment Master Fund. Zeno Equity Partners LLP is the fund’s investment manager, and Cristiano Souza is the controlling shareholder of Zeno Equity Partners LLP, making his interest indirect through these entities.

Does Cristiano Souza claim full beneficial ownership of the WALD shares?

No. The Form 4 states that Souza disclaims beneficial ownership of the securities held by Zeno Investment Master Fund, except to the extent of his pecuniary interest in those securities.

Was the WALD insider purchase made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not affirmatively marked for a trading plan, and the footnotes do not state that this transaction was made pursuant to a Rule 10b5-1 plan.

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Available on EDGAR 09/01/2026 - 04:11 PM Accepted by SEC EDGAR 09/01/2026 - 04:10 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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 KINGDOM

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	08/28/2026		P		335,000(1)	A	$1.5094	12,587,580	I	By Zeno Investment Master Fund(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On August 28, 2026, Zeno Investment Master Fund purchased 335,000 Class A ordinary shares from Waldencast Ventures LP for $1.5094 per share.

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

Remarks:

	/s/ Cristiano Souza	09/01/2026
	** 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 4 (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 4: SEC 1474 (03-26)