Major Waldencast (WALD) holder reports 0% stake after distributing 9.3M shares

Rhea-AI Filing Summary

Waldencast plc’s large shareholder group has reported that it no longer beneficially owns any Class A ordinary shares or related warrants. An amended Schedule 13D shows that Beauty Ventures LLC and Waldencast Long-Term Capital LLC now report 0 Class A shares and 0% of the class, based on 118,239,889 Class A shares outstanding as of February 27, 2026. On June 24, 2026, in connection with the winding up and liquidation of Beauty Ventures LLC, the reporting persons distributed 9,309,200 Class A shares and 3,103,067 Private Placement Warrants to certain members of Beauty Ventures LLC under its LLC agreement. After this distribution, the reporting entities no longer have voting or dispositive power over Waldencast securities.

Insights

Equity ownership analyst

Large Waldencast holder exits reportable position after internal liquidation.

The filing shows that Beauty Ventures LLC and Waldencast Long-Term Capital LLC have reduced their reported beneficial ownership in Waldencast Class A shares to 0 shares, or 0% of the class, following an internal restructuring.

On June 24, 2026, Beauty Ventures LLC was wound up and liquidated, and 9,309,200 Class A shares plus 3,103,067 Private Placement Warrants were distributed to its members. This moves holdings from a single reporting vehicle to underlying owners, which may change the concentration of reported ownership.

The impact on trading dynamics depends on how those members manage their positions over time, but this specific event primarily updates who is considered a reporting person rather than altering Waldencast’s capital structure, as total shares outstanding remain 118,239,889 as of February 27, 2026.

Key Figures

Shares outstanding: 118,239,889 Class A shares Shares distributed: 9,309,200 Class A shares Warrants distributed: 3,103,067 Private Placement Warrants +3 more

6 metrics

Shares outstanding 118,239,889 Class A shares Outstanding as of February 27, 2026 for ownership calculations

Shares distributed 9,309,200 Class A shares Distributed to Beauty Ventures LLC members on June 24, 2026

Warrants distributed 3,103,067 Private Placement Warrants Distributed to Beauty Ventures LLC members on June 24, 2026

Beneficial ownership 0 Class A shares Reported by each reporting person after the distribution

Ownership percentage 0% Class A ownership reported by each reporting person

Event date June 24, 2026 Date of liquidation and disposition triggering the amendment

Key Terms

Schedule 13D, beneficially owned, Private Placement Warrants, winding up and liquidation, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Calculations of the percentage of Class A Shares beneficially owned is based on 118,239,889 Class A Shares..."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Private Placement Warrants financial

"an aggregate of (i) 9,309,200 Class A Shares and (ii) 3,103,067 Private Placement Warrants to certain members..."

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

winding up and liquidation financial

"In connection with a winding up and liquidation of Beauty Ventures LLC, on June 24, 2026 the Reporting Persons effected the disposition..."

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

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Available on EDGAR 06/26/2026 - 04:06 PM Accepted by SEC EDGAR 06/26/2026 - 04:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Waldencast plc

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G9503X103

(CUSIP Number)

Waldencast Long-Term Capital
c/o Waldencast plc, 81 Fulham Road
London, X0, SW3 6RD
(917) 546-6828

Maxim Mayer-Cesiano, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West
New York, NY, 10001
(212) 735-2297

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/24/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G9503X103

1

Name of reporting person

Beauty Ventures LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage in Row 13 of Class A ordinary shares, par value of $0.0001 per share ("Class A Shares") is based on 118,239,889 shares of Class A Shares outstanding as of February 27, 2026, as reported in the Current Report on Form 20-F filed by the Issuer on March 13, 2026.

SCHEDULE 13D

CUSIP Number(s): G9503X103

1

Name of reporting person

Waldencast Long-Term Capital LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage in Row 13 of Class A Shares is based on 118,239,889 shares of Class A Shares outstanding as of February 27, 2026, as reported in the Current Report on Form 20-F filed by the Issuer on March 13, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, par value $0.0001 per share
(b)	Name of Issuer: Waldencast plc
(c)	Address of Issuer's Principal Executive Offices: 81 Fulham Rd., London, UNITED KINGDOM , SW3 6RD.
Item 1 Comment: Explanatory Note: The following constitutes Amendment No. 2 ("Amendment No. 2") to the initial statement on Schedule 13D, filed with the Securities and Exchange Commission on August 8, 2022, as amended on January 30, 2025 (the "Schedule 13D") by the undersigned. This Amendment No. 2 is being filed for the purpose of disclosing the disposition by the Reporting Persons of an aggregate of (i) 9,309,200 Class A Shares and (ii) 3,103,067 Private Placement Warrants completed pursuant to a winding up and liquidation of Beauty Ventures LLC. Capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings given to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following language: In connection with a winding up and liquidation of Beauty Ventures LLC, on June 24, 2026 the Reporting Persons effected the disposition of an aggregate of (i) 9,309,200 Class A Shares and (ii) 3,103,067 Private Placement Warrants to certain members of Beauty Ventures LLC in accordance with the LLC Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(b) of the Schedule 13D are hereby amended and restated as follows: (a) - (b) Calculations of the percentage of Class A Shares beneficially owned is based on 118,239,889 Class A Shares outstanding as of February 27, 2026, as reported in the Current Report on Form 20-F filed by the Issuer on March 13, 2026. The aggregate number and percentage of the Class A Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 2 and are incorporated herein by reference. As of the date hereof, Beauty Ventures LLC directly holds 0 Class A Shares and 0 Private Placement Warrants.
(b)	See Item 5(a) above.
(c)	Except as set forth in this Amendment No. 2, the Reporting Persons have not effected any transactions in the Class A Shares during the past 60 days.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Issuer's securities beneficially owned by the Reporting Persons.
(e)	6/24/2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Beauty Ventures LLC

Signature:	/s/ Michel Brousset
Name/Title:	Michel Brousset, Founder/CEO
Date:	06/24/2026

Waldencast Long-Term Capital LLC

Signature:	/s/ Michel Brousset
Name/Title:	Michel Brousset, Founder/CEO
Date:	06/24/2026

FAQ

What does the amended Schedule 13D/A for Waldencast (WALD) report?

The amended filing reports that the reporting entities now hold 0 Class A shares, or 0% of Waldencast’s outstanding class. This reflects a restructuring and distribution of prior holdings, not a change in the total shares outstanding.

How many Waldencast shares and warrants were distributed on June 24, 2026?

On June 24, 2026, Beauty Ventures LLC distributed 9,309,200 Class A ordinary shares and 3,103,067 Private Placement Warrants to its members. The distribution occurred as part of the winding up and liquidation of Beauty Ventures LLC under its LLC agreement.

What is the new beneficial ownership reported by Beauty Ventures LLC in WALD?

Beauty Ventures LLC now reports beneficial ownership of 0 Class A ordinary shares and 0 Private Placement Warrants. As a result, it reports owning 0% of Waldencast’s Class A shares, reflecting completion of its liquidation and distribution to members.

What share count did Waldencast use to calculate ownership percentages?

Ownership percentages were calculated using 118,239,889 Class A ordinary shares outstanding as of February 27, 2026. This figure comes from Waldencast’s Form 20-F filed on March 13, 2026, and serves as the basis for the reported 0% ownership.

Why did Waldencast Long-Term Capital LLC amend its Schedule 13D?

The amendment reflects that, following the June 24, 2026 liquidation of Beauty Ventures LLC, Waldencast Long-Term Capital LLC now reports 0 Class A shares and 0% beneficial ownership. The change documents the internal disposition and updated voting and dispositive power status.