| Item 7.01. | Regulation FD Disclosure. |
As
previously disclosed, on June 15, 2022 (the “Petition Date”), Revlon, Inc. (“Revlon”) and certain
subsidiaries, including Revlon Consumer Products Corporation (“Products Corporation” and together with Revlon, the
“Company”) (the chapter 11 filing entities collectively, the “Debtors”), filed voluntary petitions
for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States
Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The cases are being administered
under the caption In re Revlon, Inc., et al. (Case No. 22-10760 (DSJ)).The Debtors continue to operate their businesses
as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court.
June 2022 and July 2022
Monthly Operating Reports and Form 426 Report
On September 2, 2022, each
of the Debtors filed with the Bankruptcy Court their monthly operating reports for the period beginning
June 16, 2022 and ending June 30, 2022 (the “June Monthly Operating Reports”) and the period beginning July
1, 2022 and ending July 31, 2022 (the “July Monthly Operating Reports” and together with the June Monthly Operating
Reports, the “Monthly Operating Reports”). Also on September 2, 2022, the Form 426 report was filed with respect to
the non-debtor subsidiaries of Revlon for the sole purpose of complying with the requirements applicable to such non-debtor entity reporting
as part of the Debtors’ Chapter 11 cases. This Current Report on Form 8-K (the “Form 8-K”) will not be deemed
an admission as to the materiality of any information disclosed herein. The Monthly Operating Reports, the Form 426 report and other
documents filed with the Bankruptcy Court are available for review and free of charge online at https://cases.ra.kroll.com/Revlon/Home-DocketInfo.
Documents and other information available on such website are not part of this Form 8-K and are not deemed to be incorporated by reference
in this Form 8-K.
Future Monthly Operating Reports and Form
426 Reports
The Debtors are required,
and will continue, to file monthly operating reports with the Bankruptcy Court at or around the end of each month during which the Debtors’
Chapter 11 cases remain pending. Future Form 426 reports will be filed with the Bankruptcy Court no less frequently than every six months
while the Debtors’ Chapter 11 cases remain pending. Future monthly operating reports and Form 426 reports will be similarly available
for review and free of charge online at https://cases.ra.kroll.com/Revlon/Home-DocketInfo. Such reports may be filed with the
Bankruptcy Court without the filing of an accompanying Current Report on Form 8-K. In addition, investors are directed to visit https://cases.ra.kroll.com/Revlon/
for other materials that are provided with respect to Revlon from time to time in connection with the Chapter 11 cases.
The
information included in this Form 8-K under Item 7.01 is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under
the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
Cautionary Statement
Regarding the Monthly Operating Reports and Form 426 Report
The Company cautions investors and potential investors not to place undue reliance upon the
information contained in the Monthly Operating Reports and the Form 426 report, which were not prepared for the purpose of providing
the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Reports and Form 426 report
are limited in scope, cover a limited time period, and have been prepared solely for the purpose of complying with the reporting requirements
of the Bankruptcy Court. The Monthly Operating Reports and Form 426 report were not audited or reviewed by independent accountants, were
not prepared in accordance with generally accepted accounting principles, are in a format prescribed by applicable bankruptcy laws or
rules, and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or
potential investor in the Company’s securities, the Monthly Operating Reports and Form 426 report are complete. Results and projections
set forth in the Monthly Operating Reports and Form 426 report should not be viewed as indicative of future results.
Cautionary Statement
Regarding Forward-Looking Information
Certain statements in
the Monthly Operating Reports and Form 426 report are “forward-looking statements” made pursuant to the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995, as amended. The Company’s actual results may differ
materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which could
include the following: risks and uncertainties relating to the bankruptcy petitions, including but not limited to, the
Company’s ability to obtain Bankruptcy Court approval with respect to motions in the bankruptcy petitions, the effects of the
bankruptcy petitions on the Company and on the interests of various constituents, Bankruptcy Court rulings on the bankruptcy
petitions and the outcome of the bankruptcy petitions in general, the length of time the Company will operate under the bankruptcy
petitions, risks associated with third-party motions in the bankruptcy petitions, the potential adverse effects of the bankruptcy
petitions on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to
execute the Company’s reorganization; the conditions to which the Company’s debtor-in-possession financing is subject
and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Company’s
control; the consequences of the acceleration of our debt obligations; trading price and volatility of the Company’s Class A
common stock and the ability of the Company to remain listed on NYSE as well as other risk factors set forth in the Company’s
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. The
Company therefore cautions readers against relying on these forward-looking statements. All forward-looking statements attributable
to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary
statements. All such statements speak only as of the date made, and, except as required by law, the Company undertakes no obligation
to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.