Santa Venerina holds 15M Waldencast shares (WALD) via in‑kind distribution

Rhea-AI Filing Summary

Waldencast plc ownership update: Santa Venerina Inv. & Arbitrage Ltd. reports beneficial ownership of 15,000,000 Class A Ordinary Shares, representing 12.7% of the class. The filing notes the position reflects receipt of 5,000,000 shares via an in‑kind distribution by Beauty Ventures LLC.

Insights

Equity Ownership Analyst

Significant passive stake disclosed by an institutional holder.

Santa Venerina reports 15,000,000 Class A shares, equal to 12.7% of the class based on February 27, 2026 outstanding shares. The filing is a standard beneficial‑ownership disclosure under Schedule 13G/A and identifies the source as an in‑kind distribution.

The position is large enough to be visible to investors but the filing does not state any change in governance intent or voting arrangements beyond sole voting and dispositive power. Subsequent filings would disclose any changes in intent or material transactions.

Corporate Governance Specialist

Holder reports sole voting and dispositive authority for disclosed shares.

The filing indicates sole voting power and sole dispositive power over 15,000,000 shares, which the filer ties to an in‑kind distribution from Beauty Ventures LLC. The Schedule 13G/A form and signature certify beneficial ownership under the stated outstanding share base.

Material implications for board influence depend on further actions; the filing itself does not announce proposals or intent to influence management. Future amendments may clarify intent if it changes.

Key Figures

Beneficial ownership: 15,000,000 shares Percent of class: 12.7% Shares outstanding (context): 118,239,889 shares +1 more

4 metrics

Beneficial ownership 15,000,000 shares Class A Ordinary Shares reported by Santa Venerina

Percent of class 12.7% Calculated using shares outstanding as of Feb 27, 2026

Shares outstanding (context) 118,239,889 shares Outstanding as of Feb 27, 2026 (used for percentage)

In‑kind distribution received 5,000,000 shares Received from Beauty Ventures LLC and noted in the filing

Key Terms

in‑kind distribution, beneficially owned, sole dispositive power

3 terms

in‑kind distribution financial

"The reported ownership reflects the Reporting Person's receipt of 5,000,000 shares in an in-kind distribution"

beneficially owned regulatory

"Amount beneficially owned: 15,000,000"

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.

sole dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 15,000,000"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 06/23/2026 - 11:49 AM Accepted by SEC EDGAR 06/23/2026 - 11:49 AM Learn about SEC filing dates

FAQ

What stake does Santa Venerina hold in Waldencast (WALD)?

Santa Venerina holds 15,000,000 Class A Ordinary Shares, reported as 12.7% of the class. This percentage is calculated using 118,239,889 shares outstanding as of February 27, 2026 per the filing.

How did Santa Venerina acquire these Waldencast shares?

The filing states the holder received 5,000,000 shares in an in‑kind distribution from Beauty Ventures LLC. The disclosure attributes the reported ownership to that distribution and to previously held shares.

Does Santa Venerina have voting control over the shares?

Yes; the Schedule 13G/A lists 15,000,000 shares with sole voting power and sole dispositive power. No shared voting or dispositive powers are indicated in the disclosed table.

What outstanding share base was used to calculate the 12.7%?

The percentage is based on 118,239,889 Class A ordinary shares outstanding as of February 27, 2026, cited in the issuer’s Form 20‑F referenced in the filing.

Does this filing indicate Santa Venerina intends to influence Waldencast management?

No intent is stated. The Schedule 13G/A reports beneficial ownership and voting/dispositive powers but does not assert any intent to influence management or nominate directors in this amendment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Waldencast plc

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

G9503X103

(CUSIP Number)

06/18/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G9503X103

1

Names of Reporting Persons

Santa Venerina Inv. & Arbitrage Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

BAHAMAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 15,000,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 15,000,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12.7 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Note to Row 11: Based on 118,239,889 Class A ordinary shares outstanding as of February 27, 2026, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 13, 2026. The reported ownership reflects the Reporting Person's receipt of 5,000,000 shares in an in-kind distribution by Beauty Ventures LLC.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Waldencast plc
(b)	Address of issuer's principal executive offices: 10 Bank Street, Suite 560, White Plains, NY 10606
Item 2.
(a)	Name of person filing: Santa Venerina Inv. & Arbitrage Ltd.
(b)	Address or principal business office or, if none, residence: East Bay Street, P.O. Box N-7757, Nassau, The Bahamas
(c)	Citizenship: C5
(d)	Title of class of securities: Class A Ordinary Shares
(e)	CUSIP No.: G9503X103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 15,000,000
(b)	Percent of class: 12.7%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 15,000,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 15,000,000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Santa Venerina Inv. & Arbitrage Ltd.

Signature:	/s/ Philipp Kieber
Name/Title:	Philipp Kieber, Secretary
Date:	06/23/2026

Comments accompanying signature: Note to Item 4(b): Based on 118,239,889 Class A ordinary shares outstanding as of February 27, 2026, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 13, 2026. The reported ownership reflects the Reporting Person's receipt of 5,000,000 shares in an in-kind distribution by Beauty Ventures LLC.