Waldencast plc SEC Filings

Waldencast plc reports two key developments. Its subsidiaries Milk Makeup and Obagi Cosmeceuticals agreed a Second Amendment to their Credit Agreement, postponing the deadline for Waldencast to issue lender warrants from on or prior to July 1, 2026 to on or prior to November 17, 2026. The warrants are tied to Term Tranche B Loans at a rate of up to 1,000 ordinary shares per $1,000 principal amount outstanding.

The company also highlights that the FDA has approved Obagi saypha ChIQ injectable hyaluronic acid gel for cheek augmentation and correction of midface contour deficiencies in adults over 21. This product expands Obagi Medical’s injectable portfolio in the U.S. dermal filler market and supports its strategy to position Obagi as a leading dermatological brand.

Waldencast plc has agreed to sell its Obagi Medical dermatological skincare and aesthetics business to Bridgepoint in a transaction valued at up to $460 million. The package includes $366 million in cash at closing (subject to customary adjustments), $30 million in Vendor Notes and up to $64 million of earnout payments tied to 2026–2027 revenue milestones.

The deal is expected to close in the third quarter of 2026, subject to antitrust and state pharmacy approvals and other customary conditions, and is not subject to a financing condition or shareholder vote. At completion, Waldencast plans to repay approximately $178 million of senior secured term loans and sharpen its focus on its remaining Milk Makeup brand, which generated $110.4 million of net revenue and $15.2 million of Adjusted EBITDA in 2025. Founders Michel Brousset and Hind Sebti will leave Waldencast to lead Obagi Medical with Bridgepoint, while board chair Felipe Dutra is expected to take an expanded leadership role during the transition.

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 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 Aaron Chatterley filed an initial ownership report showing his equity stake in the company. He reports direct ownership of 57,453 Class A ordinary shares and restricted stock units tied to 18,727 underlying Class A ordinary shares at an exercise price of 0.0000 per share.

Footnotes state he was granted 56,180 restricted stock units on February 12, 2025, vesting in three tranches: 18,727 on February 12, 2025, 18,726 on October 28, 2025, and 18,727 on October 28, 2026. Each RSU represents a contingent right to receive one Class A ordinary share or an equivalent cash amount at the plan administrator's election.

Waldencast plc director Felipe Dutra has filed a Form 3, which is an initial statement of beneficial ownership for company insiders. The filing lists him as a director and does not report any share purchases, sales, or other transactions, making this a routine administrative disclosure of insider status.

Waldencast plc Chief Financial Officer Manfredi Manuel filed an initial statement of beneficial ownership. He directly holds 39,644 Class A ordinary shares and 79,289 restricted stock units representing the right to receive an equal number of Class A shares, subject to plan terms and vesting.