Sec Form 3 Filing - Ohri Rajnish @ Whole Earth Brands, Inc. - 2023-07-16

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ohri Rajnish 2. Issuer Name and Ticker or Trading Symbol Whole Earth Brands, Inc. [ FREE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim Co-CEO (Last) (First) (Middle) C/O WHOLE EARTH BRANDS, INC., 125 S. WACKER DRIVE, SUITE 1250 3. Date of Earliest Transaction (MM/DD/YY) 07/16/2023 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 30,478 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted stock units ( 1 ) ( 2 ) ( 2 ) Common Stock 4,504 D Performance-based restricted stock units ( 1 ) ( 3 ) ( 3 ) Common Stock 13,508 D Restricted stock units ( 1 ) ( 4 ) ( 4 ) Common Stock 14,257 D Performance-based restricted stock units ( 1 ) ( 5 ) ( 5 ) Common Stock 21,382 D Restricted stock units ( 1 ) ( 6 ) ( 6 ) Common Stock 56,602 D Restricted stock units ( 1 ) ( 7 ) ( 7 ) Common Stock 69,576 D Restricted stock units ( 1 ) ( 8 ) ( 8 ) Common Stock 63,047 D Performance-based restricted stock units ( 1 ) ( 9 ) ( 9 ) Common Stock 63,046 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ohri Rajnish C/O WHOLE EARTH BRANDS, INC. 125 S. WACKER DRIVE, SUITE 1250 CHICAGO, IL60606 Interim Co-CEO Signatures /s/ Rajnish Ohri, by Ira W. Schlussel, as Attorney-in-Fact 07/26/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units convert into shares of Whole Earth Brands, Inc.'s common stock on a one-for-one basis. ( 2 )These restricted stock units ("RSUs") were granted on March 18, 2021. Subject to the reporting person's continuous employment through the vesting date, the RSUs vest one-third (1/3) annually over three (3) years, commencing on the first anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, any unvested RSUs will be forfeited. Number of shares represents those units which have not yet vested. ( 3 )These performance-based restricted stock units ("PSUs") were granted on March 18, 2021. The vesting of these PSUs is dependent upon the achievement by Whole Earth Brands, Inc. of certain financial performance criteria. Subject to continued employment through the applicable vesting date and to accelerated vesting in certain circumstances, the number of PSUs scheduled to vest on the third anniversary of the grant date following the 2023 annual performance period will vary between 0% and 200% of the number reported, depending on whether and the extent to which Whole Earth Brands, Inc. meets the identified financial performance criteria. ( 4 )These RSUs were granted on March 24, 2022. Subject to the reporting person's continuous employment through the vesting date, the RSUs vest one-third (1/3) annually over three (3) years, commencing on the anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, any unvested RSUs will be forfeited. Number of shares represents those units which have not yet vested. ( 5 )These PSUs were granted on March 24, 2022. The vesting of these PSUs is dependent upon the achievement by Whole Earth Brands, Inc. of certain financial performance criteria. Subject to continued employment through the applicable vesting date and to accelerated vesting in certain circumstances, the number of PSUs scheduled to vest on the third anniversary of the grant date following the 2024 annual performance period will vary between 0% and 200% of the number reported, depending on whether and the extent to which Whole Earth Brands, Inc. meets the identified financial performance criteria. ( 6 )These RSUs were granted on August 1, 2022. Subject to the reporting person's continuous employment through the vesting date, the RSUs shall vest on the one-year anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited. ( 7 )These RSUs were granted on May 1, 2023. Subject to the reporting person's continuous employment through the vesting date, the RSUs shall vest on the two-year anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited. ( 8 )These RSUs were granted on May 9, 2023. Subject to the reporting person's continuous employment through the vesting date, the RSUs shall vest one-third (1/3) annually over the next three (3) years, commencing on the anniversary of the grant date, except in the case of the reporting person's earlier involuntary termination. In the event of a voluntary termination by the reporting person prior to the vesting date, any unvested RSUs will be forfeited. ( 9 )These PSUs were granted on May 9, 2023. The vesting of these PSUs is dependent upon the achievement by Whole Earth Brands, Inc. of certain financial performance criteria. Su bject to continued employment through the applicable vesting date and to accelerated vesting in certain circumstances, the number of PSUs scheduled to vest on the third anniversary of the grant date following the 2025 annual performance period will vary between 0% and 200% of the number reported, depending on whether and the extent to which Whole Earth Brands, Inc. meets the identified financial performance criteria.

Remarks: Exhibit 24.1 Power of Attorney

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