Waldencast plc SEC Filings

Waldencast plc reported that staff of the U.S. Securities and Exchange Commission have concluded their investigation into the company’s restatement of financial results and material weaknesses in internal control over financial reporting related to historical accounting practices at Obagi Cosmeceuticals.

Based on the information available as of the notice date, the SEC staff indicated they do not intend to recommend an enforcement action against Waldencast. The company notes it voluntarily contacted the SEC about these matters, fully cooperated throughout the investigation, and incurred substantial legal, advisory and related costs while continuing to focus on governance, internal controls and executing its business plans.

Waldencast plc Chief Executive Officer Michel Brousset has filed an initial statement of holdings, detailing his equity position in the company. He directly holds stock options over 4,135,340 Class A ordinary shares at an exercise price of $3.98 per share, vesting in three equal annual tranches through 2028. He also holds 264,294 restricted stock units, part of a 396,440‑unit grant made on October 30, 2024, scheduled to vest in three installments from 2025 to 2027. In addition, he owns 952,865 Class A ordinary shares directly. Indirectly, through Waldencast Ventures LP, he is associated with 2,848,334 Class A ordinary shares and 2,311,113 shares issuable upon exercise of private placement and working capital loan warrants. Waldencast Ventures LP is also party to arrangements requiring the future delivery of 1,424,161 Class A ordinary shares it holds to certain investors in exchange for their equity in Waldencast UK Limited.

Waldencast plc Chief Executive Officer Michel Brousset has filed an initial statement of holdings, detailing his equity position in the company. He directly holds stock options over 4,135,340 Class A ordinary shares at an exercise price of $3.98 per share, vesting in three equal annual tranches through 2028. He also holds 264,294 restricted stock units, part of a 396,440‑unit grant made on October 30, 2024, scheduled to vest in three installments from 2025 to 2027. In addition, he owns 952,865 Class A ordinary shares directly. Indirectly, through Waldencast Ventures LP, he is associated with 2,848,334 Class A ordinary shares and 2,311,113 shares issuable upon exercise of private placement and working capital loan warrants. Waldencast Ventures LP is also party to arrangements requiring the future delivery of 1,424,161 Class A ordinary shares it holds to certain investors in exchange for their equity in Waldencast UK Limited.

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.

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.

Waldencast plc director Thompson Motta Roberto Moses filed an initial ownership report showing his stake in the company’s Class A Ordinary Shares. The filing lists 18,727 shares held directly in his name and 100,000 shares held indirectly through Nexus Limited, which is controlled by his spouse.

The director disclaims beneficial ownership of the shares held by Nexus Limited, except to the extent of his pecuniary interest. This Form 3 does not report any new share purchases or sales; it establishes his existing ownership position as he becomes subject to insider reporting rules.

Waldencast plc director Thompson Motta Roberto Moses filed an initial ownership report showing his stake in the company’s Class A Ordinary Shares. The filing lists 18,727 shares held directly in his name and 100,000 shares held indirectly through Nexus Limited, which is controlled by his spouse.

The director disclaims beneficial ownership of the shares held by Nexus Limited, except to the extent of his pecuniary interest. This Form 3 does not report any new share purchases or sales; it establishes his existing ownership position as he becomes subject to insider reporting rules.

Waldencast plc reported a difficult 2025, with heavy losses despite stable sales. Full-year net revenue was $272.1 million, down 0.7% from 2024, while Adjusted EBITDA fell to $16.1 million from $40.3 million. Net loss widened sharply to $248.1 million, driven mainly by goodwill impairments at Obagi Medical and Milk Makeup, higher financing costs and depreciation and amortization.

Q4 2025 net revenue was $72.0 million, flat year over year, but Adjusted EBITDA dropped to $6.6 million from $11.2 million as gross margins contracted and the company invested ahead of 2026 product launches, including Obagi injectables. Obagi Medical grew revenue 8.3% for the year, while Milk Makeup net revenue fell 11.4% amid softer international demand.

Waldencast worked to strengthen its balance sheet, selling the Obagi Japan trademark for $82.5 million and using $77.5 million to repay debt, and replacing its facility with a new $225 million three-year credit line. Net debt improved to $121.7 million as of December 31, 2025, from $154.2 million a year earlier, with cash rising to $30.4 million. The Board is running a broad strategic review and is not providing a 2026 outlook.

Waldencast plc reported a difficult 2025, with heavy losses despite stable sales. Full-year net revenue was $272.1 million, down 0.7% from 2024, while Adjusted EBITDA fell to $16.1 million from $40.3 million. Net loss widened sharply to $248.1 million, driven mainly by goodwill impairments at Obagi Medical and Milk Makeup, higher financing costs and depreciation and amortization.

Q4 2025 net revenue was $72.0 million, flat year over year, but Adjusted EBITDA dropped to $6.6 million from $11.2 million as gross margins contracted and the company invested ahead of 2026 product launches, including Obagi injectables. Obagi Medical grew revenue 8.3% for the year, while Milk Makeup net revenue fell 11.4% amid softer international demand.

Waldencast worked to strengthen its balance sheet, selling the Obagi Japan trademark for $82.5 million and using $77.5 million to repay debt, and replacing its facility with a new $225 million three-year credit line. Net debt improved to $121.7 million as of December 31, 2025, from $154.2 million a year earlier, with cash rising to $30.4 million. The Board is running a broad strategic review and is not providing a 2026 outlook.

Waldencast plc, a Jersey-incorporated beauty company owning the Obagi Medical and Milk Makeup brands, files its annual report detailing a complex risk profile. The business is organized into two reporting units and prepares U.S. dollar financials under U.S. GAAP.

The company is conducting a broad strategic review announced in August 2025, with no assurance that any transaction will occur or create shareholder value. It records substantial non-cash impairment charges of $132.1 million for Obagi Medical and $20.0 million for Milk Makeup, leaving goodwill and other intangibles at about 81% of total assets and highly sensitive to further write-downs.

Liquidity and leverage are key concerns, including covenant and warrant obligations under the Lumina Credit Agreement that could lead to dilution or forced asset sales. Waldencast discloses ongoing material weaknesses in internal control over financial reporting, an SEC investigation related to prior restatements, and upcoming Sarbanes-Oxley Section 404 auditor attestation requirements, all of which add regulatory and execution risk.

Waldencast plc, a Jersey-incorporated beauty company owning the Obagi Medical and Milk Makeup brands, files its annual report detailing a complex risk profile. The business is organized into two reporting units and prepares U.S. dollar financials under U.S. GAAP.

The company is conducting a broad strategic review announced in August 2025, with no assurance that any transaction will occur or create shareholder value. It records substantial non-cash impairment charges of $132.1 million for Obagi Medical and $20.0 million for Milk Makeup, leaving goodwill and other intangibles at about 81% of total assets and highly sensitive to further write-downs.

Liquidity and leverage are key concerns, including covenant and warrant obligations under the Lumina Credit Agreement that could lead to dilution or forced asset sales. Waldencast discloses ongoing material weaknesses in internal control over financial reporting, an SEC investigation related to prior restatements, and upcoming Sarbanes-Oxley Section 404 auditor attestation requirements, all of which add regulatory and execution risk.

Waldencast plc submitted a Form 6-K to furnish a company announcement dated September 10, 2025. The announcement, attached as Exhibit 99.1, states that Waldencast has received FDA approval for the Obagi® saypha® MagIQ™ Injectable Hyaluronic Acid Gel under the Obagi Medical brand.

The report clarifies that this information is being furnished, not filed, and will only be incorporated into other securities filings if specifically referenced.

Waldencast plc is reported to have three related reporting persons holding a common stake in its Class A ordinary shares. The filings show FVF Participacoes Ltda. beneficially holds 7,013,199 shares (approximately 6.1% of the class), while Annapurna Investment Fund Ltd. and Antonio Carlos de Freitas Valle each report 7,013,119 shares (approximately 6.1% of the class). All reported holdings reflect shared voting and shared dispositive power, with no sole voting or dispositive power reported. The percent calculations include 112,644,711 outstanding Class A shares plus 1,611,133 shares deemed outstanding from warrants.

Fitpart Fund Administration Services Ltd. reported beneficial ownership of 5,006,511 Class A ordinary shares of Waldencast plc, representing 4.4% of the class based on 112,026,440 outstanding shares plus 1,555,534 warrants deemed outstanding.

The filing states those shares are directly owned by advisory clients of Fitpart and that no single advisory client is known to beneficially own more than 5% of the Class A shares. The reporting person disclaims beneficial ownership except to the extent of any pecuniary interest, and certifies the holdings were not acquired to influence control of the issuer.

Waldencast plc submitted a Form 6-K to share that it issued a press release on August 18, 2025 providing business and financial updates for the first half of 2025. The release highlights strong progress on key business priorities and outlines initiatives designed to drive the company’s broader transformation.