Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”) today announced that it has notified the Nasdaq Stock Market LLC (“Nasdaq”) of its decision to voluntarily delist its Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and its redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share (the “Warrants”), from Nasdaq and to deregister such securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company intends to file a Form 25 (Notification of Removal from Listing) with the Securities and Exchange Commission (the “SEC”) to remove its Class A Ordinary Shares and Warrants from listing on Nasdaq on or about September 24, 2026, and as a result, Waldencast expects that the last trading day of its Class A Ordinary Shares and Warrants on Nasdaq will be on or about October 2, 2026. Thereafter, on or about October 5, 2026, the Company intends to file a Form 15 (Certification and Notice of Termination of Registration) with the SEC to suspend the Company’s reporting obligations under Sections 12(g) and 15(d) of the Exchange Act. Upon filing of the Form 15, the Company’s obligation to file periodic reports with the SEC, including Annual Reports on Form 20-F and Current Reports on Form 6-K, will be suspended immediately. The Section 12(b) deregistration is expected to become effective 90 days after the Form 25 filing.

The decision to delist and deregister the Class A Ordinary Shares and Warrants was approved by the Board of Directors of the Company (the “Board”) following an evaluation of a range of factors, including, among others:

• The direct and indirect costs of maintaining a Nasdaq listing and U.S. public reporting status (including audit, legal, advisory, insurance, transfer agent and compliance costs), which have become disproportionate to the size of the Company following the divestiture of Obagi Medical.
• The substantial demands that public company reporting, including compliance with Section 404 of the Sarbanes-Oxley Act, places on senior management's time and on the Company’s finance organization – time the Board believes is better directed to building the Milk Makeup brand.
• The limited trading volume in, and limited public float of, the Company’s Class A Ordinary Shares, and the concentration of the Company’s share register, which the Board believes have not delivered the liquidity, research coverage or valuation benefits that a public listing is intended to provide.
• The Board’s assessment that the Company’s capital structure and financing needs no longer depend on access to the U.S. public equity markets following the full debt paydown with the proceeds from the Obagi Japan trademark sale and the Obagi Medical divestiture.
• The alternatives available to the Company and the Board’s conclusion that the expected cost savings and operational focus outweigh the reduction in liquidity and public information that will result. In the year ended December 31, 2025, the Company incurred central headquarters costs of $18.5 million. The Board expects that a substantial portion of those costs will be eliminated following the delisting and deregistration.

The Board considered the interests of all shareholders, including minority holders, in reaching this decision, and consulted with its financial and legal advisors.

Subject to shareholder approval, the Board has resolved to recommend that the Company be renamed Milk Makeup plc, so that the corporate identity of the Company aligns with its sole operating brand following completion of the sale of Obagi Medical. A change of name requires approval by special resolution under the Company’s Articles of Association and Jersey law. The Company intends to convene an Extraordinary General Meeting in the coming weeks, and a notice of meeting and accompanying materials will be made available to shareholders in accordance with the Company’s Articles of Association. The delisting and deregistration described above are not conditional on approval of the change of name, and the Company intends to proceed on the timetable set out in this announcement regardless of the outcome of the vote.

Following the delisting of the Company’s Class A Ordinary Shares and Warrants from trading on Nasdaq, the Company intends to seek to have its Class A Ordinary Shares quoted in an over-the-counter market under the ticker “MLKM”, where it intends to publish annual audited financial statements. There is no guarantee, however, that trading of the Company’s Class A Ordinary Shares will occur in an over-the-counter market or otherwise.

Separately, any further allocation of transaction proceeds from the sale of Obagi Medical to Bridgepoint, completed on July 30, 2026, remains subject to review by the Board.

The Company reserves the right to postpone or withdraw the above filings prior to their effectiveness; if necessary, the Company will make any further announcements as required by the Nasdaq listing standards and other applicable laws.

The Company expects to publish a trading update for the six months ended June 30, 2026, and comparable periods in the coming weeks.