Waldencast plc-A 2026年年度报告和过渡报告

OR Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the report: On December 31, 2025, the issuer had 128,237,613 ordinary shares outstanding, consisting of 118,217,630 Waldencast plc Class Aordinary shares, par value $0.0001 per share, and 10,019,983 Waldencast plc Class B ordinary shares, par value $0.0001 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act. † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued by theInternational Accounting Standards Board If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registranthas elected to follow. Item 17Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). YesNo TABLE OF CONTENTS INTRODUCTION AND USE OF CERTAIN TERMS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3PART I4ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE4ITEM 3. KEY INFORMATION4ITEM 4. INFORMATION ON THE COMPANY45ITEM 4A. UNRESOLVED STAFF COMMENTS57ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS57ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES76ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS86ITEM 8. FINANCIAL INFORMATIONF-1ITEM 9. THE OFFER AND LISTING93ITEM 10. ADDITIONAL INFORMATION93ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK104ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES104PART II104ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES104ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS104ITEM 15. CONTROLS AND PROCEDURES104ITEM 16. [RESERVED]106ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT106ITEM 16B. CODE OF ETHICS106ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES106ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES107ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS107ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT107ITEM 16G. CORPORATE GOVERNANCE107ITEM 16H. MINE SAFETY DISCLOSURE108ITEM 16I. DISCLOSURE REGARDING FOREIGN JURI