What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-08-21 compared with 2024-08-20 · 488 added, 562 removed, 1936 unchanged (35% of the section changed)

25 unchanged sentences

A copy of the Company's insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

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Certificate of Designations of Preferred Stock, Series B, dated May 26, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 26, 2020).

Indenture, dated as of April 5, 2018, among Coty Inc., the guarantors named therein, Deutsche Bank Trust Company Americas, as Trustee, Registrar and U.S.

Paying Agent with respect to the 2026 Dollar Notes, and Deutsche Bank AG.

London Branch, as London Paying Agent with respect to the Euro Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Form of 2026 Dollar Notes (included in Exhibit 4.

4 ) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Form of 2026 Euro Notes (included in Exhibit 4.

4 ) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Amended and Restated Stockholders Agreement, dated as of June 16, 2023, by and among Coty Inc., JAB Holdings B.V.

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Indenture, dated as of April 21, 2021, among Coty Inc., the guarantors named therein, and Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 22, 2021).

Form of 5.000% Senior Secured Notes due 2026 (included in Exhibit 4.

9 ) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 22, 2021).

Form of 5.000% Senior Secured Notes due 2026 (included in Exhibit 4.9) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 22, 2021).

First Lien/First Lien Intercreditor Agreement, dated as of April 21, 2021, among JPMorgan Chase Bank, N.A., as the credit facility agent, Deutsche Bank Trust Company Americas, as the initial other authorized representative, and each additional authorized representative from time to time party thereto, as consented to by Coty Inc.

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(incorporated by reference to Exhibit 10.1 to the Company’s 8-K filed on December 1, 2020).

Redemption Agreement dated as of September 30, 2021, by and among Coty Inc., KKR Rainbow Aggregator L.P., Rainbow Capital Group Limited and Coty JV Holdings S.a.r.l (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on on Form 8-K filed on October 1, 2021).

Redemption Agreement dated as of November 6, 2021, by and among Coty Inc., KKR Rainbow Aggregator L.P., Rainbow Capital Group Limited and Coty JV Holdings S.a.r.l (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on on Form 8-K filed on November 8, 2021).

Employment Agreement, dated January 27, 2020, between Coty Management B.V.

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Offer Letter dated June 27, 2024, between Coty Inc.

and Kristin Blazewicz.†

Employment Agreement, dated June 3, 2020, between Coty Management B.V.

and Gordon Von Bretten (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on August 27, 2020).†

Separation Agreement dated February 6, 2024, between Coty Management B.V.

and Gordon von Bretten.

(Incor porat ed by re ference to Exhibit 10.1 t o the C ompany ’ s Quarterly Report on Form 10-Q filed on May 7, 2024) †

and Kristin Blazewicz (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on August 20, 2024).†

Offer Letter, dated as of April 1, 2016, between Ayesha Zafar and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2016).†

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Offer Letter dated as of June 8, 2023, between Coty Management B.V.

and Laurent Mercier.†

and Laurent Mercier (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on August 20, 2024).†

Offer Letter dated as of September 28, 2023, between Coty Management B.V.

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(incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K filed on August 26, 2021) †

Coty Insider Trading Policy

Coty Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on August 20, 2024).

List of significant subsidiaries.

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Certification of Chief Financial Officer, pursuant to 18 U.S.

Clawback Policy

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on August 20, 2024)

101.INS Inline XBRL Instance Document.

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† Exhibit is a management contract or compensatory plan or arrangement.

Form 10-K Summary .

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York on August 21, 2025.

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(Ayesha Zafar)

/s/Maria Asuncion Aramburuzabala Director August 20, 2024

(Maria Asuncion Aramburuzabala)

/s/Beatrice Ballini Director August 21, 2025

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/s/Peter Harf Chairman of the Board of Directors August 21, 2025

/s/Johannes Huth Director August 20, 2024

(Johannes Huth)

/s/Anna Makanju Director August 21, 2025

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill and Other Intangible Assets, net – Max Factor Trademark Valuation – Refer to Notes 2 and 11 to the financial statements

Other Intangible Assets, net – CoverGirl and Sally Hansen Trademark Valuations – Refer to Notes 2 and 9 to the financial statements

Critical Audit Matter Description

The Company has trademarks that are indefinite-lived intangible assets.

The Company’s evaluation of the trademarks for impairment involves the comparison of the fair value of each trademark to its’ carrying value.

Management estimates the fair value of these trademarks annually on its elected assessment date of May 1, or more frequently if certain events occur, based upon the income approach, using the relief from royalty methodology, which is a specific discounted cash flow method.

The determination of the fair value requires management to make significant estimates and assumptions related to the trademarks’ estimated cash flows, royalty, and discount rates, especially those related to the Max Factor trademark.

Changes in these assumptions could have a significant impact on the fair value of the Max Factor trademark, the amount of any impairment charge, or both.

As of June 30, 2024, the carrying value of the indefinite-lived intangible assets was $944.6 million, of which $148.4 million related to the Max Factor trademark.

The fair value of the Max Factor trademark exceeded its’ carrying value by 4.8%.

Given the significant estimates and assumptions made by management to estimate the fair value and the difference between the fair value and carrying value for the Max Factor trademark, performing audit procedures to evaluate the reasonableness of such estimates and assumptions, particularly the estimated cash flows, and the selection of the royalty and discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

The Company assesses indefinite-lived other intangible assets (trademarks) at least annually as of May 1 for impairment, or more frequently if certain events occur or circumstances change that would more likely than not reduce the fair value of a trademark below its carrying value.

Trademarks are tested for impairment on a brand level basis.

The trademarks’ fair values are based upon the income approach, primarily utilizing the relief from royalty methodology.

This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the trademark.

An impairment loss is recognized when the estimated fair value of the trademark is less than the carrying value.

Fair value calculations require significant judgments in determining both the trademarks’ estimated cash flows as well as the appropriate discount rates applied to those cash flows to determine fair value.

Variations in economic conditions or a change in general consumer demand, operating results estimates, or the application of alternative assumptions could produce significantly different results.

During fiscal 2025, the Company recorded impairment charges as the fair values were lower than the carrying values for certain trademarks.

As of June 30, 2025, the carrying values of the CoverGirl and Sally Hansen trademarks were $266.4 million and $163.7 million, respectively, and their fair values exceeded their carrying values by 0.2% and 2.5%, respectively.

Given the significant judgments made by management to estimate fair value, especially those related to forecasted revenue growth rates and selection of the discount rates, and the difference between the fair values and carrying values for the CoverGirl

and Sally Hansen trademarks, performing audit procedures to evaluate the reasonableness of forecasted revenue growth rates and selection of the discount rates for the CoverGirl and Sally Hansen trademarks required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the estimated cash flows, the selection of the royalty and discount rate for the Max Factor trademark included the following, among others:

• We tested the effectiveness of controls over indefinite-lived intangible assets, including those over the estimated cash flows for the Max Factor trademark and the selection of the respective royalty and discount rate.

• We evaluated management’s ability to accurately forecast by comparing actual results in previous years to management’s historical forecasts and by comparing the May and June 2024 forecasts with actual results for those months.

• We evaluated the reasonableness of management’s estimated cash flows for the Max Factor trademark, by comparing management’s forecasts with:

Our audit procedures related to the forecasted revenue growth rates and the selection of the discount rates for the CoverGirl and Sally Hansen trademarks included the following, among others:

• We tested the effectiveness of controls over trademarks, including those over the forecasted revenue growth rates and the selection of the discount rates.

• We evaluated management’s ability to accurately forecast revenue growth rates by comparing actual results to management’s historical forecasts.

• We evaluated the reasonableness of management’s forecasted revenue growth rates by comparing management’s forecasts with:

◦ Historical cash flows and trends;

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◦ Forecasted information included in industry reports of the Company and selected companies in its peer group.

• We considered the impact of industry and market conditions on management’s forecasts for the Max Factor trademark, including consideration of the effects related to the current macro-economic environment.

• We considered the impact of industry and market conditions on management’s forecasts, including consideration of the effects related to the current macroeconomic environment.

• We evaluated the impact of changes in management’s forecasts from the May 1, 2025 annual measurement date to June 30, 2025.

• With the assistance of our fair value specialists, we evaluated the valuation approach and royalty and discount rate for the Max Factor trademark, including testing the underlying source information and the mathematical accuracy of the calculations, and developing independent estimates and comparing those to the respective royalty and discount rate selected by management.

• With the assistance of our fair value specialists, we evaluated the valuation approach and discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing independent estimates and comparing those to the respective discount rates selected by management.

/s/ Deloitte & Touche LLP

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Restructuring costs 76.7 36.7 ( 6.5 )

Acquisition- and divestiture- related costs — — 14.7

Asset impairment charges 212.8 — —

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Other expense (income), net 371.7 90.2 ( 419.0 )

Income from continuing operations before income taxes 204.5 704.8 426.8

Provision for income taxes on continuing operations 95.1 181.6 164.8

Net income from continuing operations 109.4 523.2 262.0

Net income from discontinued operations — — 5.7

Net income 109.4 523.2 267.7

(Loss) income before income taxes ( 344.8 ) 204.5 704.8

Provision for income taxes 5.4 95.1 181.6

Net (loss) income ( 350.2 ) 109.4 523.2

Net income (loss) attributable to noncontrolling interests 5.3 5.3 ( 1.8 )

Net income attributable to redeemable noncontrolling interests 12.4 14.7 16.8

Net income attributable to Coty Inc.

Net (loss) income attributable to Coty Inc.

$ ( 367.9 ) $ 89.4 $ 508.2

Amounts attributable to Coty Inc.

Net income from continuing operations $ 89.4 $ 508.2 $ 253.8

Net (loss) income $ ( 367.9 ) $ 89.4 $ 508.2

Convertible Series B Preferred Stock dividends ( 13.2 ) ( 13.2 ) ( 13.2 )

Net income from continuing operations attributable to common stockholders 76.2 495.0 55.5

Net income from discontinued operations, net of tax — — 5.7

Net income from continuing operations attributable to common stockholders $ 76.2 $ 495.0 $ 61.2

Net (loss) income attributable to common stockholders $ ( 381.1 ) $ 76.2 $ 495.0

Earnings (losses) per common share

Earnings from continuing operations per common share - basic $ 0.09 $ 0.58 $ 0.07

Earnings from continuing operations per common share - diluted $ 0.09 $ 0.57 $ 0.07

Earnings from discontinued operations - basic $ 0.00 $ 0.00 $ 0.01

Earnings from discontinued operations - diluted $ 0.00 $ 0.00 $ 0.01

Earnings per common share - basic $ 0.09 $ 0.58 $ 0.08

Earnings per common share - diluted $ 0.09 $ 0.57 $ 0.08

(Losses) earnings per common share - basic $ ( 0.44 ) $ 0.09 $ 0.58

(Losses) earnings per common share - diluted $ ( 0.44 ) $ 0.09 $ 0.57

Weighted-average common shares outstanding:

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2025 2024 2023

Net income $ 109.4 $ 523.2 $ 267.7

Net (loss) income $ ( 350.2 ) $ 109.4 $ 523.2

Other comprehensive income (loss):

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6.4 ( 5.8 ) 10.1

Total other comprehensive (loss) income, net of tax ( 132.7 ) 55.9 ( 396.9 )

Total other comprehensive income (loss), net of tax 61.8 ( 132.7 ) 55.9

Comprehensive (loss) income ( 288.4 ) ( 23.3 ) 579.1

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Current liabilities:

Accounts payable $ 1,405.6 $ 1,444.7

Accrued expenses and other current liabilities 1,067.3 1,042.0

Accounts payable and accrued expenses $ 1,890.0 $ 1,997.6

Short-term debt and current portion of long-term debt 3.5 3.0

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Income and other taxes payable 66.8 68.1

Other current liabilities 513.6 475.3

Total current liabilities 2,538.3 2,601.8

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Treasury stock— at cost, shares:

94.3 and 66.5 at June 30, 2024 and 2023, respectively

94.3 at June 30, 2025 and 2024

( 1,796.9 ) ( 1,796.9 )

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Noncontrolling Convertible Series B

Shares Amount Shares Amount Capital Deficit) Income Shares Amount Equity Interests Equity Interests Preferred Stock

BALANCE as adjusted—July 1, 2021 1.5 $ — 832.3 $ 8.3 $ 10,376.2 $ ( 5,755.6 ) $ ( 321.9 ) 66.3 $ ( 1,446.3 ) $ 2,860.7 $ 201.5 $ 3,062.2 $ 84.1 $ 1,036.3

Shares Amount Shares Amount Capital Deficit) (Loss) Income Shares Amount Equity Interests Equity Interests Preferred Stock

BALANCE—July 1, 2022 1.5 — 905.5 $ 9.0 $ 10,805.8 $ ( 5,496.1 ) $ ( 717.9 ) 66.3 $ ( 1,446.3 ) $ 3,154.5 $ 191.3 $ 3,345.8 $ 69.8 $ 142.4

Cancellation of Preferred Stock ( 0.5 ) — — —

Reacquired Class A Common Stock for employee taxes 0.2 — — —

Exercise of employee stock options and restricted stock units and issuance of restricted stock 13.8 0.1 0.8 0.9 0.9

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Changes in dividends accrued 0.1 0.1 0.1

Conversion of Convertible Series B Preferred Stock 69.9 0.7 428.8 429.5 429.5 ( 429.5 )

Exchange Transaction — ( 606.9 )

Dividends Accrued - Convertible Series B Preferred Stock ( 13.2 ) ( 13.2 ) ( 13.2 ) 13.2

Deemed Dividends and Contributions- Convertible Series B Preferred Stock ( 163.1 ) ( 163.1 ) ( 163.1 ) 163.1

Dividends Paid- Convertible Series B Preferred Stock — — ( 13.2 )

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BALANCE—July 1, 2023 1.0 — 919.3 $ 9.1 $ 10,898.6 $ ( 4,987.9 ) $ ( 662.4 ) 66.5 $ ( 1,446.3 ) $ 3,811.1 $ 186.3 $ 3,997.4 $ 93.5 $ 142.4

Cancellation of Preferred Stock ( 0.5 ) — — —

Reacquired Class A Common Stock for employee taxes 0.2 — — —

Issuance of Class A Common Stock in connection with global offering, net of offering costs 33.0 0.3 342.1 342.4 342.4

Reacquired Class A Common Stock for employee taxes and cancellation of restricted stock 0.8 — —

Exercise of employee stock options and restricted stock units and issuance of restricted stock 9.8 0.2 13.3 13.5 13.5

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Changes in dividends accrued — — —

Repurchase of Class A Common Stock pursuant to forward repurchase contracts 27.0 ( 350.6 ) ( 350.6 ) ( 350.6 )

Dividends Accrued - Convertible Series B Preferred Stock ( 13.2 ) ( 13.2 ) ( 13.2 ) 13.2

Dividends Paid - Convertible Series B Preferred Stock — — — ( 13.2 )

Net income (loss) 508.2 508.2 ( 1.8 ) 506.4 16.8

Other comprehensive loss 55.5 55.5 0.3 55.8 0.1

Distribution to noncontrolling interests, net — ( 3.5 ) ( 3.5 ) ( 13.8 )

Net income 89.4 89.4 5.3 94.7 14.7

Other comprehensive income ( 132.7 ) ( 132.7 ) — ( 132.7 ) —

Distributions to noncontrolling interests, net — ( 7.0 ) ( 7.0 ) ( 17.0 )

Adjustment of redeemable noncontrolling interests to redemption value ( 2.4 ) ( 2.4 ) ( 2.4 ) 2.4

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BALANCE—July 1, 2024 1.0 — 962.1 $ 9.6 $ 11,308.0 $ ( 4,898.5 ) $ ( 795.1 ) 94.3 $ ( 1,796.9 ) $ 3,827.1 $ 184.6 $ 4,011.7 $ 93.6 $ 142.4

Issuance of Class A Common Stock in connection with global offering, net of offering costs 33.0 0.3 342.1 342.4 342.4

Reacquired Class A Common Stock for employee taxes and cancellation of restricted stock 0.8 — —

Exercise of employee stock options and restricted stock units and issuance of restricted stock 4.4 — — — —

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Changes in dividends accrued — — —

Repurchase of Class A Common Stock pursuant to forward repurchase contracts 27.0 ( 350.6 ) ( 350.6 ) ( 350.6 )

Dividends Accrued - Convertible Series B Preferred Stock ( 13.2 ) ( 13.2 ) ( 13.2 ) 13.2

Dividends Paid - Convertible Series B Preferred Stock — — ( 13.2 )

Net income 89.4 89.4 5.3 94.7 14.7

Net (loss) income ( 367.9 ) ( 367.9 ) 5.3 ( 362.6 ) 12.4

Other comprehensive income 61.7 61.7 ( 0.1 ) 61.6 0.2

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 109.4 $ 523.2 $ 267.7

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income $ ( 350.2 ) $ 109.4 $ 523.2

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 420.0 421.1 426.7

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Share-based compensation 50.0 88.8 135.9

Gain on sale of business in discontinued operations and other business divestiture — — ( 6.1 )

Losses (gains) on disposals of long-lived assets and license terminations, net 3.9 ( 99.7 ) ( 115.8 )

Realized and unrealized gains from equity investments, net ( 21.7 ) ( 226.3 ) ( 400.3 )

Losses (gains) on termination of collaboration agreement/sale of equity investment, and disposal of other assets 76.1 3.9 ( 99.7 )

Losses (gains) from equity investments, net 85.6 ( 21.7 ) ( 226.3 )

Foreign exchange effects 24.9 14.8 29.9

Realized and unrealized losses (gains) on forward repurchase contracts, net 76.3 ( 196.9 ) ( 16.1 )

Losses (gains) on forward repurchase contracts, net 255.2 76.3 ( 196.9 )

Other 39.7 46.5 8.9

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Prepaid expenses and other current assets 64.1 ( 11.0 ) ( 15.2 )

Accounts payable ( 19.4 ) 138.4 140.5

Accrued expenses and other current liabilities 34.4 ( 21.9 ) 129.6

Accounts payable and accrued expenses ( 167.9 ) ( 49.1 ) 147.5

Other current liabilities ( 61.7 ) 64.1 ( 31.0 )

Operating lease liabilities ( 57.4 ) ( 58.4 ) ( 61.0 )

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Capital expenditures ( 215.0 ) ( 245.2 ) ( 222.8 )

Net proceeds from license terminations, contingent consideration and sale of other long-lived assets 19.0 104.6 213.2

Return of capital from equity investments — — 230.6

Net cash (used in) provided by investing activities ( 226.2 ) ( 118.2 ) 269.7

Proceeds from contingent consideration, license agreements, and sale of other long-lived assets, net 12.6 19.0 104.6

Proceeds from termination of collaboration agreement/sale of equity investment 74.0 — —

Net cash used in investing activities ( 128.4 ) ( 226.2 ) ( 118.2 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds of short-term debt, original maturity less than three months — — 0.6

Proceeds from revolving loan facilities 2,492.5 2,458.6 1,558.0

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Repayments of term loans and other long term debt ( 490.6 ) ( 1,936.5 ) ( 226.1 )

Proceeds from issuance of Class A Common Stock in connection with Global Offering, net of offering costs 342.4 — —

Dividend payments on Class A Common Stock and Convertible Series B Preferred Stock ( 13.4 ) ( 13.7 ) ( 57.2 )

Proceeds from issuance of Class A Common Stock 13.5 0.9 —

Net proceeds from issuance of Class A Common Stock — 355.9 0.9

Dividend payments on Common Stock and Convertible Series B Preferred Stock ( 13.3 ) ( 13.4 ) ( 13.7 )

Net payments for foreign currency contracts ( 22.0 ) ( 7.3 ) ( 128.1 )

Distributions to redeemable noncontrolling interests and noncontrolling interests ( 23.9 ) ( 24.0 ) ( 17.3 )

Settlement and other payments related to forward repurchase contracts ( 242.6 ) ( 26.4 ) —

Purchase of remaining mandatorily redeemable financial interest — — ( 7.1 )

Payments related to forward repurchase contracts and settlement, including hedge valuation adjustment ( 288.4 ) ( 242.6 ) ( 26.4 )

Refunds related to hedge valuation adjustment 61.8 — —

Payment of deferred financing fees ( 2.0 ) ( 47.1 ) —

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EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 12.4 ( 14.9 ) ( 18.2 )

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 36.8 20.0 ( 46.6 )

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 50.2 ) 36.8 20.0

CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period 320.6 283.8 263.8

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Non-cash exchange of forward repurchase contracts for treasury stock — 150.6 —

Redemption of Series B Preferred Stock in exchange for Wella Equity Investment — — 603.3

Conversion of Series B Preferred Stock into Class A Common Stock — — 429.5

Non-cash Series B Preferred Stock dividends and deemed (contributions) dividends — — ( 1.1 )

See notes to Consolidated Financial Statements.

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Ownership interests of noncontrolling parties are presented as noncontrolling interests or redeemable noncontrolling interests, as applicable.

We have combined ‘Accounts payable’ and ‘Accrued expenses’ in the Consolidated Balance Sheets as of June 30, 2025 and 2024, and conformed to this presentation in the Consolidated Statements of Cash Flows and certain notes for all years presented.

We believe that combining these line items more accurately reflects the nature of the related balances, which consist of payables to trade creditors.

This reclassification was made solely for presentation purposes and had no impact on the Company’s financial position as of June 30, 2025 or 2024.

Use of Estimates

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As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions.

Significant changes, if any, in those estimates and assumptions resulting from continuing changes in the economic environment will be reflected in the Consolidated Financial Statements in future periods.

Significant changes, if any, in those estimates and assumptions, including those resulting from continuing changes in the economic environment, will be reflected in the Consolidated Financial Statements in future periods.

Cash Equivalents

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The Company accounts for its phantom units as a liability award.

For those awards treated as a liability, share-based compensation expense are measured at the end of each reporting period based on the fair value of the award on each reporting date and recognized as an expense to the extent earned.

For those awards treated as a liability, share-based compensation expense is measured at the end of each reporting period based on the fair value of the award on each reporting date and recognized as an expense to the extent earned.

The fair value of stock options is determined using the Black-Scholes valuation model.

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As such, the Company has elected to treat the tax on GILTI as a tax expense in the year it is incurred rather than recognizing deferred taxes.

On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law.

The Act includes changes to U.S.

tax law that will be applicable to the Company beginning in July 2025.

These changes include provisions allowing accelerated tax deductions for qualified property and research expenditures.

The Company is in the process of evaluating the impact of the Act to its consolidated financial statements.

Restructuring Costs

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The Company does not enter into derivatives for trading or speculative purposes.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Foreign Currency

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dollars at the rates of exchange in effect at the end of the reporting period.

Income and expense items are translated at the average exchange rates prevailing during each reporting period

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Income and expense items are translated at the average exchange rates prevailing during each reporting period presented.

Translation gains or losses are reported as cumulative adjustments in Accumulated other comprehensive income (loss) (“AOCI/(L)”).

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The Company completed sales of remaining Lacoste fragrances inventory through December of calendar year 2023, as per a contractual inventory sell-off arrangement, and recognized a loss of $ 0.6 within Selling, general and administrative expenses reflecting the disposal of remaining inventory in fiscal 2024.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Russia Market Exit

On April 27, 2022, the Company announced the Board of Directors’ decision to wind down its Russian operations.

During fiscal 2022, the Company recognized total pre-tax charges in the Consolidated Statements of Operations of $ 83.6 associated with its exit of Russia.

These charges are primarily related to the net realizable value of assets associated with the Russian business.

These charges consisted of $ 45.5 in Selling, general and administrative expenses, primarily related to the write-down of working capital, long-term assets, as well as contract termination charges, contingent liabilities and legal costs, $ 31.4 in Asset impairment charges related to the impairment of indefinite-lived intangibles, $ 6.3 in Restructuring costs related to employee severances, and $ 0.4 in Cost of sales related to inventory write-downs.

The Company incurred $ 24.1 of income tax charges associated with this decision.

During fiscal 2023, the Company recognized total pre-tax gains in the Consolidated Statements of Operations of $ 17.0 are primarily related to a bad debt accrual release, due to better than expected collections, in addition to $ 0.4 of income tax benefits.

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However, the Company anticipates that the process related to the liquidation of the Russian legal entity will take an extended period of time.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to an entity's chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

The Company has adopted the standard on a retrospective basis and made the required annual disclosures as of June 30, 2025.

Interim disclosures are required for periods within fiscal years beginning in the first quarter of fiscal 2026.

As the guidance only requires additional disclosure, there were no effects of adoption on our financial position, results of operations, or cash flows.

Recently Issued and Not Yet Adopted Accounting Pronouncements

Accounting Standard Update(s) Topic Effective Period Summary

Accounting Standards Update(s) Topic Effective Period Summary

2023-09 Income Taxes (Topic 740) - Improvements to Income Tax Disclosures Fiscal 2026 The FASB issued ASU No.

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The Company will adopt the standard and make the additional required disclosures beginning in the first quarter of fiscal 2026.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

Fiscal 2025 The FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in the ASU require that a public entity discloses, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

Annual disclosures are required for the Company in fiscal 2025.

Interim disclosures are required for periods within fiscal years beginning in the first quarter of fiscal 2026.

Retrospective application is required for all prior periods presented, and early adoption is permitted.

The Company will adopt the standard and make the additional required disclosures beginning in the fourth quarter of fiscal 2025.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

DISCONTINUED OPERATIONS

On June 1, 2020, the Comp any entered into a definitive agreement with Rainbow UK Bidco Limited (“KKR Bidco”), regarding a strategic transaction for the sale of Coty’s Professional and Retail Hair businesses, including the Wella, Clairol, OPI and ghd brands, (together, the “Wella Business”).

The transaction was completed on November 30, 2020 and Coty retained an initial ownership of 40 % of the Wella Company.

As of June 30, 2024, the Company owned a 25.84 % stake in the Wella Company.

See Note 12—Equity Investments for additional information.

Net income from discontinued operations for the year ended June 30, 2022 reflects certain working capital adjustments of $( 6.1 ) net of the related income tax impact of $ 0.4 .

2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses Fiscal 2028 In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03.

The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization from each relevant expense caption.

The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption and retrospective application are permitted, but not required.

The Company plans to adopt the standard and make the additional required annual disclosures beginning in the fourth quarter of fiscal 2028 and the required interim disclosures beginning in the first quarter of fiscal 2029.

SEGMENT REPORTING

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Corporate costs are not used by the CODM to measure the underlying performance of the segments.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

With the exception of goodwill and acquired intangible assets, the Company does not identify or monitor assets by segment.

1 unchanged sentence

The allocation of goodwill by segment is presented in Note 9—Goodwill and Other Intangible Assets, net.

In fiscal 2025, the Company adopted ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, on a retrospective basis.

Refer to Note 2—Summary of Significant Accounting Policies.

Upon adoption of this ASU, we have identified and presented significant segment expenses, which are those expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss.

Significant segment expenses include cost of sales and advertising and consumer promotion costs.

The CODM evaluates operating income (loss) and compares to budget and actual historical results to assess segment performance and make operating decisions and allocate resources among the segments.

Year Ended June 30, 2025

SEGMENT DATA 2024 2023 2022

SEGMENT DATA Prestige Consumer Beauty Corporate Total

Net revenues $ 3,820.2 $ 2,072.7 $ — $ 5,892.9

Prestige $ 3,857.3 $ 3,420.5 $ 3,267.9

Consumer Beauty 2,260.7 2,133.6 2,036.5

Total $ 6,118.0 $ 5,554.1 $ 5,304.4

Cost of sales 1,121.6 946.1 4.3 2,072.0

Advertising and consumer promotion costs 1,059.7 514.7 — 1,574.4

Other segment items (b)

1,058.3 739.3 207.8 2,005.4

Operating income (loss) $ 580.6 $ ( 127.4 ) $ ( 212.1 ) $ 241.1

Reconciliation:

Operating income $ 241.1

Interest expense, net 214.2

Other expense, net 371.7

Loss before income taxes $ ( 344.8 )

Other segment disclosures:

Depreciation and amortization $ 261.1 $ 154.6 $ 4.3 $ 420.0

Prestige $ 258.9 $ 262.4 $ 313.4

Consumer Beauty 162.2 164.3 203.0

Total $ 421.1 $ 426.7 $ 516.4

Operating income (loss) from continuing operations

Prestige $ 580.7 $ 483.7 $ 367.2

Consumer Beauty 89.3 63.3 9.5

Corporate ( 123.3 ) ( 3.3 ) ( 135.8 )

Total $ 546.7 $ 543.7 $ 240.9

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Year Ended June 30, 2024

SEGMENT DATA Prestige Consumer Beauty Corporate Total

Net revenues $ 3,857.3 $ 2,260.7 $ — $ 6,118.0

Cost of sales 1,170.3 1,008.5 — 2,178.8

Advertising and consumer promotion costs 1,072.8 552.7 — 1,625.5

Other segment items (b)

1,033.5 610.2 123.3 1,767.0

Operating income (loss) $ 580.7 $ 89.3 $ ( 123.3 ) $ 546.7

Reconciliation:

Operating income from continuing operations $ 546.7 $ 543.7 $ 240.9

Operating income $ 546.7

Interest expense, net 252.0

Other expense (income), net 90.2 ( 419.0 ) ( 409.9 )

Income from continuing operations before income taxes $ 204.5 $ 704.8 $ 426.8

Other expense, net 90.2

Income before income taxes $ 204.5

Other segment disclosures:

Depreciation and amortization $ 258.9 $ 162.2 $ — $ 421.1

Year Ended June 30, 2023

SEGMENT DATA Prestige Consumer Beauty Corporate Total

Net revenues $ 3,420.5 $ 2,133.6 $ — $ 5,554.1

Cost of sales 1,050.0 954.9 1.9 2,006.8

Advertising and consumer promotion costs 951.5 528.3 ( 0.3 ) 1,479.5

Other segment items (b)

935.3 587.1 1.7 1,524.1

Operating income (loss) $ 483.7 $ 63.3 $ ( 3.3 ) $ 543.7

Reconciliation:

Operating income $ 543.7

Interest expense, net 257.9

Other income, net ( 419.0 )

Income before income taxes $ 704.8

Other segment disclosures:

Depreciation and amortization $ 261.9 $ 163.9 $ 0.9 $ 426.7

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(b) Other segment items primarily include administrative costs, logistics costs, stock compensation expense, amortization of definite-lived intangible assets, restructuring costs, transactional foreign exchange gains/losses, bad debt expense, and other miscellaneous costs.

& SUBSIDIARIES

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Long-lived assets include property and equipment, goodwill and other intangible assets.

Presented below are the net revenues associated with Company’s product categories as a percentage of total net revenues for continuing operations:

During the first quarter of fiscal 2025, the Company revised the definitions of its product categories to better monitor against its long-term strategic objectives and to refine the presentation of certain multi-category brands.

As a result, the Company has made certain reclassifications of its product sales among its product categories.

The prior period has been recast to reflect the current period presentation.

Fragrance products include a variety of perfumes and colognes offering various scents to suit individual preferences and occasions.

Color Cosmetic products include lip, eye, facial and other color products including nail color.

Body care and other products include shower gels, body sprays, and deodorants.

Skincare products include moisturizers, serums, sun treatment, cleansers, toners and anti-aging creams designed to nourish, protect and improve the skin's appearance and health.

Presented below are the net revenues associated with Company’s product categories as a percentage of total net revenues:

Year Ended June 30,

2 unchanged sentences

Color Cosmetics 23.7 % 26.4 % 27.9 %

Body Care, Skin & Other 12.3 % 12.7 % 12.4 %

Body Care & Other 5.3 % 6.1 % 6.4 %

Skincare 3.6 % 3.6 % 3.5 %

Total 100.0 % 100.0 % 100.0 %

ACQUISITION- AND DIVESTITURE-RELATED COSTS

Acquisition-related costs, which are expensed as incurred, represent non-restructuring costs directly related to acquiring and integrating an entity, for both completed and contemplated acquisitions and can include finder’s fees, legal, accounting, valuation, other professional or consulting fees, and other internal costs which can include compensation related expenses for dedicated internal resources.

The Company recognized acquisition-related costs of nil , nil and nil for the fiscal years ended 2024, 2023 and 2022, respectively.

Divestiture-related costs, which are expensed as incurred, represent non-restructuring costs directly related to divesting and selling an entity, including partial sales, for both completed and contemplated divestitures.

These costs can include legal, accounting, information technology, other professional or consulting fees and other internal costs.

Internal costs can include compensation related expenses for dedicated internal resources.

Additionally, for divestitures, the Company includes write-offs of assets that are no longer recoverable and contract related costs due to the divestiture.

The Company recognized divestiture-related costs of nil , nil and $ 14.7 for the fiscal 2024, 2023 and 2022, respectively.

Divestiture-related costs incurred during the fiscal year 2022 were primarily related to the strategic transaction with KKR for the sale of a majority stake in the Wella Business.

See Note 3—Discontinued Operations for information on the strategic transaction.

These costs have been recorded in Acquisition- and divestiture- related costs in the Consolidated Statements of Operations.

RESTRUCTURING COSTS

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2025 2024 2023

Transformation Plan $ ( 1.2 ) $ ( 6.5 ) $ ( 6.5 )

Current Restructuring Actions 37.9 — —

Fixed Cost Reduction Plan $ 75.0 $ — $ —

Current Restructuring Actions and Other 1.7 36.7 ( 6.5 )

Total $ 76.7 $ 36.7 $ ( 6.5 )

Transformation Plan

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

On July 1, 2019, the Company announced a four-year plan to drive substantial improvement in and optimization in the Company's businesses (the “Turnaround Plan”).

This plan was expanded on May 11, 2020 to further reduce fixed costs (the “Transformation Plan”).

Of the expected costs, the Company has incurred cumulative restructuring charges of $ 214.3 related to approved initiatives through June 30, 2024, which have been recorded in Corporate.

As of June 30, 2024, the Company does not expect to incur any additional restructuring charges pertaining to the Transformation Plan.

The following table presents aggregate restructuring charges for the program:

Severance and Employee Benefits Fixed Asset Write-offs Other Exit Costs Total

Fiscal 2020 $ 151.2 $ ( 1.1 ) $ 6.5 $ 156.6

Fiscal 2021 $ 73.4 $ ( 0.5 ) $ 0.3 $ 73.2

Fiscal 2022 ( 6.2 ) — ( 0.3 ) $ ( 6.5 )

Fiscal 2023 ( 6.5 ) — — ( 6.5 )

Fiscal 2024 ( 2.5 ) — — ( 2.5 )

Cumulative through June 30, 2024 209.4 ( 1.6 ) 6.5 214.3

The related liability balance and activity of restructuring costs for the Transformation Plan are presented below:

The related liability balance and activity of restructuring costs are presented below:

Severance and

Benefits Total

Benefits Fixed Asset Write-offs Other Exit Costs Total

Balance—July 1, 2024

$ 42.6 $ — $ — $ 42.6

Restructuring charges 78.4 0.4 0.6 79.4

Payments ( 15.5 ) — ( 0.3 ) ( 15.8 )

Changes in estimates and reclassification (a)

( 2.7 ) ( 2.7 )

Changes in estimates ( 2.7 ) — — ( 2.7 )

Non-cash utilization — ( 0.4 ) — ( 0.4 )

Effect of exchange rates 1.4 — — 1.4

Balance—June 30, 2025

(a) Including certain reclassification to Current Restructuring Actions.

The Company currently estimates that the total remaining accrual of $ 4.7 will result in cash expenditures of approximately $ 4.6 and $ 0.1 in fiscal 2025 and 2026 and thereafter, respectively.

Current Restructuring Actions

$ 104.2 $ — $ 0.3 $ 104.5

Fixed Cost Reduction Plan

On April 24, 2025, the Company announced a new plan to strengthen its operating model and simplify its fixed cost structure (the “Fixed Cost Reduction Plan”).

Total restructuring charges, which consisted of employee severance, have been recorded in Corporate.

The related liability balance at June 30, 2025 was $ 74.1 .

The Company currently estimates that the total accrual will result in cash expenditures of approximately $ 30.7 and $ 43.4 in fiscal 2026 and 2027 and thereafter, respectively.

Current Restructuring Actions and Other

The Company continues to analyze its cost structure and evaluate opportunities to streamline operations through a range of smaller initiatives and other cost reduction activities to optimize operations in select parts of the business and markets.

The Company has incurred cumulative restructuring charges of $ 39.2 related to approved initiatives through June 30, 2024, which have been recorded in Corporate.

The liability balances were $ 37.9 (including certain actions that were accrued during fiscal 2023) and nil at June 30, 2024 and June 30, 2023, respectively.

The liability balances were $ 30.4 and $ 37.9 (including certain actions that were accrued during fiscal 2023) at June 30, 2025 and June 30, 2024, respectively.

The Company currently estimates that the total remaining accrual of $ 30.4 will result in cash expenditures of approximately $ 16.7 and $ 13.7 in fiscal 2026 and 2027 and thereafter, respectively.

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The Company accounts for trade receivable transfers as sales and derecognizes the sold receivables from the Consolidated Balance Sheets.

The net amount utilized under factoring facilities was $ 195.3 and $ 202.9 as of June 30, 2024 and 2023, respectively.

The aggregate amount of trade receivable invoices on a worldwide basis amounted to $ 1,534.3 and $ 1,579.2 in fiscal 2024 and 2023, respectively.

Remaining balances due from factors amounted to $ 10.0 and $ 14.2 as of June 30, 2024 and 2023, respectively, and are included in Trade receivables, net in the Consolidated Balance Sheets.

The net amount factored under factoring facilities was $ 211.8 and $ 195.3 as of June 30, 2025 and 2024, respectively.

The aggregate (gross) amount of trade receivable invoices factored on a worldwide basis amounted to $ 1,568.9 and $ 1,534.3 in fiscal 2025 and 2024, respectively.

Remaining balances due from factors amounted to $ 3.8 and $ 10.0 as of June 30, 2025 and 2024, respectively, and are included in Prepaid expenses and other current assets in the Consolidated Balance Sheets.

Factoring fees paid under these arrangements were $ 9.2 , $ 10.3 and $ 8.5 in fiscal 2025, 2024 and 2023, respectively, which were recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations.

Cash received from the selling of

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

receivables are presented as a change in trade receivables within the operating activities section of the Consolidated Statements of Cash Flows.

Cash received from the selling of receivables is presented as a change in trade receivables within the operating activities section of the Consolidated Statements of Cash Flows.

Receivables Purchase Agreement

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Factoring of such receivables under the European Receivables Purchase Agreement is executed on a non-recourse basis.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Other Factoring Agreements

In addition to the Company’s main factoring facilities described above, from time to time, certain of the Company’s subsidiaries may enter into local factoring agreements with local financial institutions.

Based on the terms of such arrangements entered into during fiscal 2024 and 2023, the Company has derecognized receivables sold pursuant to these arrangements from the Consolidated Balance Sheets.

Based on the terms of such arrangements the Company has derecognized receivables sold pursuant to these arrangements from the Consolidated Balance Sheets.

Inventories as of June 30, 2025 and 2024 are presented below:

7 unchanged sentences

2025 June 30,

Due from related party $ 40.0 $ 70.6

Prepaid marketing, copyright and agency fees $ 98.4 $ 94.4

Value added tax, sales and other non-income tax assets 74.5 99.4

Expected income tax refunds, credits and prepaid income taxes 62.9 101.4

Prepaid marketing, copyright and agency fees 94.4 88.7

Non-trade receivables 21.4 18.4

Prepaid rent, leases, maintenance and insurance 18.8 17.5

Interest rate swap asset — 2.8

Forward Repurchase Contracts Asset 29.1 137.6

Other 126.2 142.0

Total prepaid expenses and other current assets $ 362.0 $ 437.2

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

PROPERTY AND EQUIPMENT, NET

7 unchanged sentences

Property and equipment, gross 2,699.9 2,577.0

Accumulated depreciation and amortization ( 1,858.1 ) ( 1,760.5 )

Accumulated depreciation ( 1,990.7 ) ( 1,858.1 )

Property and equipment, net $ 709.2 $ 718.9

1 unchanged sentence

Depreciation expense is recorded in Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Operations.

During fiscal 2024, 2023 and 2022, the Company recorded asset impairment charges of $ 1.7 , $ 4.3 and $ 2.4 respectively, which are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

The fiscal 2024, 2023, and 2022 impairment charges primarily related to the abandonment of machinery and equipment, the abandonment of distribution equipment and IT software, the abandonment of computer software, respectively.

During fiscal 2025, 2024 and 2023, the Company recorded asset impairment charges of nil , $ 1.7 and $ 4.3 respectively, which are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

The fiscal 2024 and 2023 impairment charges primarily related to the abandonment of machinery and equipment, the abandonment of distribution equipment and IT software, and the abandonment of computer software, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

2 unchanged sentences

During fiscal years 2025, 2024, and 2023, the Company recorded no impairments of goodwill at the Company’s reporting units.

During fiscal years 2024, 2023, and 2022, the Company recorded total impairments of nil , nil and $ 31.4 , respectively, on indefinite-lived other intangible assets.

During fiscal years 2025, 2024, and 2023, the Company recorded total impairments of $ 212.8 , nil and nil , respectively, on indefinite-lived other intangible assets.

Additionally, the Company recorded no impairments on finite-lived other intangible assets during fiscal years 2025, 2024, and 2023.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

During the third quarter of fiscal 2025, the Company concluded that weakening demand in the color cosmetics market, particularly in the United States and Europe, combined with broader macroeconomic disruptions, signaled a deterioration in business climate.

As a result of these adverse factors, during the third quarter of fiscal 2025, the Company recognized asset impairment charges of $ 84.0 , $ 61.0 , and $ 24.9 related to the Max Factor, CoverGirl and Bourjois trademarks within the Consumer Beauty Segment and $ 42.9 related to the Philosophy trademark within the Prestige Segment.

These impairments were recorded as Asset impairment charges in the Consolidated Statements of Operations.

Goodwill as of June 30, 2025, 2024 and 2023 is presented below:

33 unchanged sentences

Changes during the year ended June 30, 2025

Impairment charges

( 212.8 ) ( 212.8 )

Foreign currency translation 29.2 29.2

18 unchanged sentences

Total $ 4,937.8 $ ( 2,458.4 ) $ ( 25.6 ) $ 2,453.8

* On March 21, 2025, the KKW Collaboration Agreement was terminated pursuant to the KKW Sale Agreement.

As such, the Company derecognized the remaining KKW Collaboration Agreement carrying amount of $ 142.5 as of the termination date.

Amortization expense totaled $ 186.9 , $ 193.4 and $ 191.8 for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.

14 unchanged sentences

Certain brand licenses provide for automatic extensions ranging from 2 to 10 year terms, at the Company’s discretion.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

EQUITY INVESTMENTS

6 unchanged sentences

Total equity investments $ 1,002.0 $ 1,090.6

(a) On January 4, 2021, the Company completed its purchase of 20 % of the outstanding equity of KKW Holdings.

(a) On January 4, 2021, the Company completed its purchase of 20 % of the outstanding equity of KKW Holdings, LLC (“KKW Holdings”).

The Company accounted for this minority investment under the equity method, given it had the ability to exercise significant influence over, but not control, the investee.

The carrying value of the Company’s investment included basis differences allocated to amortizable intangible assets.

On March 31, 2025, the Company sold and derecognized its investment in KKW Holdings.

During the years ended 2025, 2024 and 2023, the Company recognized $ 2.6 , $ 3.3 , and $ 3.7 , respectively, representing its share of the investee’s net loss and the amortization of basis differences in Other expense (income), net within the Consolidated Statements of Operations.

(b) As of June 30, 2025 and 2024, the Company's stake in Wella was 25.84 % and 25.84 %, respectively.

On March 31, 2025, the Company sold its 20 % equity investment in KKW Holdings pursuant to an agreement entered into between the Company, KKW Holdings, and New KKW Holdings, LLC (the “KKW Sale Agreement”).

This agreement terminated the collaboration agreement, which gave the Company the right and license to manufacture, advertise, promote, distribute, and sell certain Kim Kardashian beauty products and use certain intellectual property owned or licensed to KKW Holdings (the “KKW Collaboration Agreement”).

The total consideration received in this transaction was $ 74.0 .

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

As a result of this transaction, the Company derecognized the remaining book value of the KKW Collaboration Agreement and related assets (See Footnote 9— Goodwill and Other Intangibles, net), and its investment in KKW Holdings.

The Company recognized a loss of $ 71.0 related to the termination of KKW Collaboration Agreement and a loss of $ 1.5 on the sale of its investment in KKW Holdings, including in Selling, General, Administrative expenses and Other expense, net, respectively in the Consolidated Statement of Operations.

The following table presents summarized financial information of the Company’s equity method investees for the years ended June 30, 2025 and 2024.

6 unchanged sentences

Operating income 230.9 42.7

Loss before income taxes ( 176.4 ) ( 33.6 )

Income (loss) before income taxes 33.4 ( 176.4 )

Net loss ( 15.0 ) ( 133.8 )

7 unchanged sentences

Total liabilities 3,754.5 3,654.9

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

As of June 30, 2025, the Wella Company had 30.0 million shares of issued common stock, of which Coty held 25.84 %.

4 unchanged sentences

Balance as of June 30, 2024

Total gains/(losses) included in earnings 25.0

Total losses included in earnings ( 83.0 )

Balance as of June 30, 2025

7 unchanged sentences

EBITDA multiple 9.3 x – 10.2 x (b)

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

(a) The primary unobservable inputs used in the fair value measurement of the Company’s equity investments with fair value option, when using a discounted cash flow method, are the discount rate and revenue growth rate.

6 unchanged sentences

The market multiples are derived from a group of guideline public companies.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities as of June 30, 2024 and 2023 consist of the following:

OTHER CURRENT LIABILITIES

Other current liabilities as of June 30, 2025 and 2024 consist of the following:

2025 June 30,

Advertising, marketing and licensing $ 331.4 $ 338.4

Customer returns, discounts, allowances and bonuses 220.4 261.5

Compensation and other compensation related benefits $ 111.6 $ 188.7

Value added, sales and other non-income taxes 99.1 71.5

Derivative liability for foreign currency 16.3 4.3

Restructuring costs 29.6 8.9

Interest 70.5 47.0

Auditing, consulting, legal and litigation accruals 27.1 25.2

Deferred income 7.5 6.9

Factoring - due to counterparty 6.6 23.0

Unfavorable contract liability 10.3 10.5

Due to related party — 8.3

Cross currency swap liability — 0.5

Other 402.0 286.6

Total accrued expenses and other current liabilities $ 1,067.3 $ 1,042.0

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Total other current liabilities $ 513.6 $ 475.3

2025 June 30,

Short-term debt $ — $ —

Senior Secured Notes

2026 Dollar Senior Secured Notes due April 2026 650.0 900.0

2026 Euro Senior Secured Notes due April 2026 748.1 761.0

Senior Secured Notes (a)

2026 Dollar Senior Secured Notes due April 2026 (b) 350.0 650.0

2026 Euro Senior Secured Notes due April 2026 (b) 820.0 748.1

2027 Euro Senior Secured Notes due May 2027 585.7 534.3

4 unchanged sentences

2023 Coty Revolving Credit Facility due July 2028 407.3 —

2021 Coty Revolving Credit Facility due April 2025 — 228.9

2018 Coty Term B Facility due April 2025 — 1,183.7

Senior Unsecured Notes

2026 Dollar Notes due April 2026 — 473.0

2026 Euro Notes due April 2026 — 192.7

Brazilian Credit Facility — 31.9

Finance lease obligations 4.3 7.1

Finance lease obligations & other long term debt 9.7 4.3

Total debt 4,008.4 3,913.7

3 unchanged sentences

Total Long-term debt, net $ 3,955.5 $ 3,841.8

(a) As described further below, a covenant suspension period is in effect for each of the Senior Secured Notes, and in certain cases a collateral release, due to the achievement of investment grade ratings for such notes in September 2024.

(b) As of June 30, 2025, the 2026 Dollar Senior Secured Notes due April 2026 and the 2026 Euro Senior Secured Notes due April 2026 in the amounts of $ 350.0 and € 700.0 million, respectively, are classified as long-term in the accompanying Consolidated Balance Sheets as the Company has the ability and intent to refinance on a long-term basis through the Coty Revolving Credit Facility.

Short-Term Debt

The Company maintains short-term lines of credit with financial institutions around the world.

Total available lines of credit were $ 59.4 and $ 49.2 , of which nil and nil were outstanding at June 30, 2024 and 2023, respectively.

As of June 30, 2025 and 2024, total available lines of credit were $ 47.1 and $ 59.4 , respectively, with no amounts outstanding in either period.

Interest rates on these short-term lines of credit vary depending on market rates for borrowings within the respective geographic locations plus applicable spreads.

Interest rates plus applicable spreads on these lines ranged from 4.7 % to 12.4 % and from 4.8 % to 16.4 % as of June 30, 2024 and 2023, respectively.

The weighted-average interest rate on short-term debt outstanding was 0.0 % and 0.0 % as of June 30, 2024 and 2023, respectively.

In addition, the Company had undrawn letters of credit of $ 4.1 and $ 7.2 and bank guarantees of $ 18.4 and $ 16.3 as of June 30, 2024 and 2023, respectively.

Interest rates plus applicable spreads on these lines ranged from 2.9 % to 17.9 % and from

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

4.7 % to 12.4 % as of June 30, 2025 and 2024, respectively.

The weighted-average interest rate on short-term debt outstanding was 0.0 % and 0.0 % as of June 30, 2025 and 2024, respectively.

In addition, the Company had undrawn letters of credit of $ 3.1 and $ 4.1 and bank guarantees of $ 16.0 and $ 18.4 as of June 30, 2025 and 2024, respectively.

Long-Term Debt

1 unchanged sentence

Facility Maturity Date Borrowing Capacity (in millions) as of June 30, 2025

Interest Rate Terms Applicable Interest Rate Spread as of

Interest Rate Terms Applicable Interest Rate as of

June 30, 2025

7 unchanged sentences

Payable in full at maturity date

2029 Dollar Senior Secured Notes January 2029 $ 500.0 4.75 % per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2022

4.75 % N/A (b)

Payable in full at maturity date

2030 Dollar Senior Secured Notes July 2030 $ 750.0 6.625 % per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2024

4 unchanged sentences

SOFR (a) plus a margin ranging from 1.00 % to 2.00 % per annum or a base rate plus a margin ranging from 0.00 % to 1.00 % per annum, based on the Company's total net leverage ratio (c) (d) (e)

1.50 % N/A (b)

Payable in full at maturity date

2029 Dollar Senior Secured Notes January 2029 $ 500.0 4.75 % per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2022

4.75 % N/A (b)

SOFR + 1.5 % (interest rate spread)

Payable in full at maturity date

2021 Coty Revolving Credit Facility (f) (g)

April 2025 $ — SOFR (a) plus a margin ranging from 1.00 % to 2.00 % per annum or a base rate plus a margin ranging from 0.00 % to 1.00 % per annum, based on the Company’s total net leverage ratio (c) (d) (e)

1.75 % N/A (b)

Replaced by 2023 Coty Revolving Credit Facility

Brazilian Credit Facilities - October 2023

October 2023 $ — 3.48 % per annum, payable quarterly in arrears beginning on July 5, 2022

3.48 % N/A (b)

Repaid in full

2026 Dollar Senior Secured Notes April 2026 $ 350.0 5.0 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2021

3 unchanged sentences

3.875 % N/A (b)

2018 Coty Term B Facility - USD Portion (g)

April 2025 $ — SOFR (a) plus a margin of 2.25 % per annum or a base rate plus a margin of 1.25 % per annum (d)

2.25 % 0.25 % Quarterly repayments beginning September 30, 2018 at 0.25 % of original principal amount

2018 Coty Term B Facility - EUR Portion (g)

April 2025 € — SOFR (a) plus a margin of 2.50 % per annum (d)

2.50 % 0.25 %

Notes April 2026 $ — 6.5 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018

Payable in full at maturity date

Notes April 2026 € — 4.75 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018

Repaid in full

(a) As defined in the Interest section below.

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(d) The selection of the applicable one, two, three, six or twelve month interest rate for the period is at the discretion of the Company.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

(e) The Company will pay to the Revolving Credit Facility lenders an unused commitment fee calculated at a rate ranging from 0.10 % to 0.35 % per annum, based on the Company’s total net leverage ratio (d) .

As of June 30, 2025 and 2024, the applicable rate on the unused commitment fee was 0.25 % and 0.25 %, respectively.

1 unchanged sentence

(g) Except as described below in amendments to the 2018 Coty Credit Agreement, as amended (as defined below), original terms of the 2018 Coty Credit Agreement apply to these debt facilities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Fiscal 2025 Developments

Offering of Senior Secured Notes

On December 6, 2024, the Company redeemed the remaining € 180.3 million (approximately $ 190.6 ) of the 2026 Euro Notes (as defined below).

Cash Tender Offer

On December 10, 2024, the Company completed its cash tender offer and redeemed $ 300.0 of the Company's 2026 Dollar Senior Secured Notes (as defined below).

Senior Secured Notes

On April 21, 2021, the Company issued an aggregate principal amount of $ 900.0 of 5.00 % senior secured notes due 2026 (the “2026 Dollar Senior Secured Notes”) in a private offering.

Coty received gross proceeds of $ 900.0 in connection with the offering of the 2026 Dollar Senior Secured Notes.

In fiscal 2024 and 2025, the Company redeemed $ 250.0 and $ 300.0 , respectively of the 2026 Dollar Senior Secured Notes.

On June 16, 2021, the Company issued an aggregate principal amount of € 700.0 million of 3.875 % senior secured notes due 2026 (the “2026 Euro Senior Secured Notes”) in a private offering.

Coty received gross proceeds of € 700.0 million in connection with the offering of the 2026 Euro Senior Secured Notes.

On November 30, 2021, the Company issued an aggregate principal amount of $ 500.0 of 4.75 % senior secured notes due 2029 ("2029 Dollar Senior Secured Notes") in a private offering.

Coty received gross proceeds of $ 500.0 in connection with the offering of the 2029 Dollar Senior Secured Notes.

On July 26, 2023, the Company issued an aggregate principal amount of $ 750.0 of 6.625 % senior secured notes due 2030 (“2030 Dollar Senior Secured Notes”) in a private offering.

Coty received net proceeds of $ 740.6 in connection with the offering of the 2030 Dollar Senior Secured Notes.

In accordance with the 2018 Coty Credit Agreement (as defined below), as amended, the net proceeds received from this offering were utilized to pay down the outstanding balance of the U.S.

dollar and euro portions of the 2018 Coty Term B Facility, as defined below, by $ 715.5 and € 22.6 million (approximately $ 25.1 ), respectively, in addition to related fees and expenses to this offering.

See the 2018 Term B Facility Repayment section below for discussion of the final repayment of the 2018 Term B Facility .

On September 19, 2023, the Company issued an aggregate principal amount of € 500.0 million of 5.750 % senior secured notes due 2028 ("2028 Euro Senior Secured Notes") in a private offering.

Coty received net proceeds of € 493.8 million in connection with the offering of the 2028 Euro Senior Secured Notes.

In accordance with the 2018 Coty Credit Agreement (as defined below), as amended, the net proceeds received from this offering were utilized to pay down a portion of the borrowings outstanding under the 2023 Coty Revolving Credit Facility, without a reduction in commitment.

Coty used cash on hand to pay the related fees and expenses to this offering.

On May 30, 2024, the Company issued an aggregate principal amount of € 500.0 million of 4.50 % senior secured notes due 2027 ("2027 Euro Senior Secured Notes") in a private offering.

Coty received net proceeds of € 493.7 million in connection with the offering of the 2027 Euro Senior Secured Notes.

The net proceeds received from this offering were utilized to redeem the remaining $ 323.0 of existing 2026 Dollar Notes.

The remaining net proceeds from this offering were utilized to pay down a portion of the borrowings outstanding under the 2023 Coty Revolving Credit Facility, without a reduction in commitment.

Coty used a combination of proceeds from the issuance and cash on hand to pay fees and expenses associated with this offering.

Cash Tender Offers

On December 7, 2023, the Company completed its previously announced cash tender offers and redeemed $ 150.0 of the Company's 2026 Dollar Notes (as defined below) and $ 250.0 of the Company's 2026 Dollar Senior Secured Notes (as defined below).

Refinancing Amendment

On July 11, 2023, the Company entered into an amendment to the 2018 Coty Credit Agreement that (i) refinanced all of the existing $ 2,000.0 of revolving credit commitments and the outstanding loans made pursuant thereto (the "2021 Coty Revolving Credit Facility") with two new tranches of senior secured revolving credit commitments, one in an aggregate principal amount of $ 1,670.0 available in U.S.

dollars and certain other currencies and the other in an aggregate principal amount of € 300.0 million available in euros, maturing in July 2028 (together, the "2023 Coty Revolving Credit Facility"), (ii) provided for a credit spread adjustment of 0.10 % for all interest periods, with respect to Secured Overnight Financing Rate ("SOFR") loans, (iii) added Fitch as a relevant rating agency for purposes of the collateral release provisions and determining applicable interest rates and fees and (iv) provided that certain covenants will cease to apply during a collateral release period.

2018 Term B Facility Repayment

On August 3, 2023, the Company repaid € 408.0 million (approximately $ 446.1 ) of the debt outstanding under the 2018 Term B Facility.

Paydown of Brazilian Credit Facility

On October 5, 2023, a wholly-owned subsidiary of the Company utilized cash on hand to fully paid down the U.S.

Dollar-denominated credit facility in Brazil in the amount of $ 31.9 .

The 2026 Dollar Senior Secured Notes, 2026 Euro Senior Secured Notes, 2027 Euro Senior Secured Notes, 2028 Euro Senior Secured Notes, 2029 Dollar Senior Secured Notes and 2030 Dollar Senior Secured Notes, are collectively referred to as the “Senior Secured Notes”.

Coty used the gross proceeds of the offerings of the Senior Secured Notes to repay a portion of existing long term debt under the existing credit facilities and to pay related fees and expenses thereto.

The Senior Secured Notes are senior secured obligations of Coty and are guaranteed on a senior secured basis by each of Coty’s wholly-owned domestic subsidiaries that guarantees Coty’s obligations under its existing senior secured credit facilities and are secured by first priority liens on the same collateral that secures Coty’s obligations under its existing senior secured credit facilities, as described above.

The Senior Secured Notes and the guarantees are equal in right of payment with all of Coty’s and the guarantors’ respective existing and future senior indebtedness and are pari passu with all of Coty’s and the guarantors’ respective existing and future indebtedness that is secured by a first priority lien on the collateral, including the existing senior secured credit facilities, to the extent of the value of such collateral.

Upon the respective Senior Secured Notes achieving investment grade ratings from two out of the three ratings agencies, the Senior Secured Notes provide for certain collateral release and covenant suspension provisions, as follows:

• for the 2026 Dollar Senior Secured Notes and the 2026 Euro Senior Secured Notes, the guarantees and certain covenants will be released;

• for the 2027 Euro Senior Secured Notes, the 2028 Euro Senior Secured Notes and the 2030 Dollar Senior Secured Notes, the collateral security, the guarantees and certain covenants will be released;

• for the 2029 Dollar Senior Secured Notes, the collateral security relating to the co-issuers and guarantors, the guarantees and certain covenants will be released;

& SUBSIDIARIES

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($ in millions, except per share data)

Senior Secured Notes

On April 21, 2021, the Company issued an aggregate principal amount of $ 900.0 of 5.00 % senior secured notes due 2026 (the “2026 Dollar Senior Secured Notes”).

Coty received gross proceeds of $ 900.0 in connection with the offering of the 2026 Dollar Senior Secured Notes.

On June 16, 2021, the Company issued an aggregate principal amount of € 700.0 of 3.875 % senior secured notes due 2026 (the “2026 Euro Senior Secured Notes”) in a private offering.

Coty received gross proceeds of € 700.0 in connection with the offering of the 2026 Euro Senior Secured Notes.

On November 30, 2021, the Company issued an aggregate principal amount of $ 500.0 of 4.75 % senior secured notes due 2029 ("2029 Dollar Senior Secured Notes" and, together with the 2026 Dollar Senior Secured Notes, 2026 Euro Senior Secured Notes, 2027 Euro Senior Secured Notes, 2028 Euro Senior Secured Notes, 2029 Dollar Senior Secured Notes and 2030 Dollar Senior Secured Notes, the “Senior Secured Notes”).

Coty received gross proceeds of $ 500.0 in connection with the offering of the 2029 Dollar Senior Secured Notes.

See the above Recent Developments section for the issuances of the 2027 and 2028 Euro Senior Secured Notes, and 2030 Dollar Senior Secured Notes.

Coty used the gross proceeds of the offerings of the Senior Secured Notes to repay a portion of the term loans outstanding under the existing credit facilities and to pay related fees and expenses thereto.

For the 2027 Euro Senior Secured Notes, the 2028 Euro Senior Secured Notes and the 2030 Dollar Senior Secured Notes, the collateral security and certain covenants will be released upon the respective Senior Secured Notes achieving investment grade ratings from two out of the three ratings agencies.

in each case subject to reinstatement if those ratings agencies withdraw their investment grade rating for the respective notes.

As of September 2024, each of the Senior Secured Notes achieved an investment grade rating from two ratings agencies, and therefore, the applicable collateral release and covenant suspension periods are in effect for the respective Senior Secured Notes as described above.

Optional Redemption

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At any time and from time to time prior to the Early Redemption Dates, the Company may redeem some or all of the respective notes at redemption prices equal to 100 % of the respective principal amounts being redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

At any time on or after the Early Redemption Dates, the Company may redeem some or all of the respective notes at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on respective dates of each of the years indicated below:

7 unchanged sentences

On April 5, 2018, the Company entered into an amended and restated credit agreement (the "2018 Coty Credit Agreement"), which, as previously disclosed, was amended most recently in July 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

As amended and restated through July 2023, the 2018 Coty Credit Agreement provides for (a) the incurrence by the Company of (1) a senior secured term A facility in an aggregate principal amount of (i) $ 1,000.0 denominated in U.S.

dollars and (ii) € 2,035.0 million denominated in euros (the “2018 Coty Term A Facility”) and (2) a senior secured term B facility in an aggregate principal amount of (i) $ 1,400.0 denominated in U.S.

dollars and (ii) € 850.0 million denominated in euros (the “2018 Coty Term B Facility”) and (b) the incurrence by the Company and Coty B.V., a Dutch subsidiary of the Company (the “Dutch Borrower” and, together with the Company, the “Borrowers”), of the 2023 Coty Revolving Credit Facility (together with the 2018 Coty Term A Facility and the 2018 Coty Term B Facility, the "Coty Credit Facilities").

See the above Recent Developments section for information on the revolver refinancing made in July 2023.

dollars and (ii) € 850.0 million denominated in euros (the “2018 Coty Term B Facility”) and (b) the incurrence by the Company and Coty B.V., a Dutch subsidiary of the Company (the “Dutch Borrower” and, together with the Company, the “Borrowers”), of two tranches of senior secured revolving credit commitments, one in an aggregate principal amount of $ 1,670.0 available in U.S.

dollars and certain other currencies and the other in an aggregate principal amount of € 300.0 million available in euros, maturing in July 2028 (together, the "Coty Revolving Credit Facility" (and together with the 2018 Coty Term A Facility and the 2018 Coty Term B Facility, the "Coty Credit Facilities").

The July 2023 amendment also (i) provided for a credit spread adjustment of 0.10 % for all interest periods, with respect to Secured Overnight Financing Rate ("SOFR") loans, (ii) added Fitch as a relevant rating agency for purposes of the collateral release provisions and determining applicable interest rates and fees and (iii) provided that certain covenants will cease to apply during a collateral release period.

As previously disclosed, the Company utilized proceeds from certain transactions to pay down portions of the outstanding balances of the 2018 Coty Term A Facility and 2018 Coty Term B Facility, in accordance to the 2018 Coty Credit Agreement, as amended.

No balances remain outstanding under the 2018 Coty Term A Facility or 2018 Coty Term B Facility as of June 30, 2025 and 2024.

The 2018 Coty Credit Agreement, as amended, provides that with respect to the 2023 Coty Revolving Credit Facility, up to $ 150.0 is available for letters of credit and up to $ 150.0 is available for swing line loans.

2 unchanged sentences

The Dutch Borrower does not guarantee the obligations of the Company under the 2018 Coty Credit Agreement or grant any liens on its assets to secure any obligations under the 2018 Coty Credit Agreement.

No balances remain outstanding under the 2018 Coty Term A Facility or 2018 Coty Term B Facility as of September 30, 2023.

See the above Recent Developments section for information on the prepayments made on the 2018 Coty Term B Facility during the twelve months ended June 30, 2024.

The collateral security and certain covenants will be released upon the Company achieving investment grade ratings on its corporate rating from two out of the three ratings agencies, subject to certain additional conditions and subject to reversion if those ratings agencies withdraw their investment grade rating.

Senior Unsecured Notes

On April 5, 2018 the Company issued, at par, $ 550.0 of 6.50 % senior unsecured notes due 2026 (the “2026 Dollar Notes”), € 550.0 million of 4.00 % senior unsecured notes due 2023 (the “2023 Euro Notes”) and € 250.0 million of 4.75 % senior unsecured notes due 2026 (the “2026 Euro Notes” and, together with the 2023 Euro Notes, the “Euro Notes,” and the Euro Notes together with the 2026 Dollar Notes, the “Senior Unsecured Notes”) in a private offering.

The Senior Unsecured Notes are senior unsecured debt obligations of the Company and will be pari passu in right of payment with all of the Company’s existing and future senior indebtedness (including the 2018 Coty Credit Facilities).

The Senior Unsecured Notes are guaranteed, jointly and severally, on a senior basis by the Guarantors.

The Senior Unsecured Notes are senior unsecured obligations of the Company and are effectively junior to all existing and future secured indebtedness of the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Company to the extent of the value of the collateral securing such secured indebtedness.

The related guarantees are senior unsecured obligations of each Guarantor and are effectively junior to all existing and future secured indebtedness of such Guarantor to the extent of the value of the collateral securing such indebtedness.

The 2026 Euro Notes will mature on April 15, 2026.

The 2026 Euro Notes will bear interest at a rate of 4.75 % per annum.

Interest on the 2026 Euro Notes is payable semi-annually in arrears on April 15 and October 15 of each year.

The Company redeemed the 2023 Euro Notes on April 15, 2022.

On December 7, 2022, the Company redeemed $ 77.0 of the 2026 Dollar Notes and € 69.7 million (approximately $ 72.2 ) of the 2026 Euro Notes.

See the above Recent Developments section for the redemption of the 2026 Dollar Notes.

Upon the occurrence of certain change of control triggering events with respect to a series of Senior Unsecured Notes, the Company will be required to offer to repurchase all or part of the Senior Unsecured Notes of such series at 101 % of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date applicable to such Senior Unsecured Notes.

The Senior Unsecured Notes contain customary covenants that place restrictions in certain circumstances on, among other things, incurrence of liens, entry into sale or leaseback transactions, sales of all or substantially all of the Company’s assets and certain merger or consolidation transactions.

The Senior Unsecured Notes also provide for customary events of default.

Optional Redemption

As of June 30, 2024, the Company may at any time redeem some or all of the 2026 Euro Notes, at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below:

Year 2026 Euro Notes

2025 and thereafter 100.0000 %

On December 7, 2023, the Company redeemed $ 150.0 of the 2026 Dollar Notes, and on May 30, 2024, the Company redeemed the remaining $ 323.0 of the 2026 Dollar Notes.

On December 6, 2024, the Company redeemed the remaining € 180.3 million (approximately $ 190.6 ) of the 2026 Euro Notes.

Deferred Financing Costs

1 unchanged sentence

The write-offs of the unamortized deferred financing fees and unamortized debt discounts are included in Other expense (income), net in the Consolidated Statements of Operations.

Additionally, the Company capitalized deferred financing fees of $ 49.2 , nil , and $ 9.2 , during the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

Additionally, the Company capitalized deferred financing fees of nil , $ 49.2 , and nil , during the fiscal years ended June 30, 2025, 2024 and 2023, respectively.

The 2018 Coty Credit Agreement facilities will bear interest at rates equal to, at the Company’s option, either:

1 unchanged sentence

• Alternate base rate (“ABR”) plus the applicable margin.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

In the case of the 2023 Coty Revolving Credit Facility, the applicable margin means the lesser of a percentage per annum to be determined in accordance with the leverage-based pricing grid and the debt rating-based grid below:

12 unchanged sentences

6.0 Less than 1.50 :1

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Pricing Tier Debt Ratings

13 unchanged sentences

Senior Unsecured Notes — — 192.7 192.8

Brazilian Credit Facility — — 31.9 32.2

The fair value of the 2023 Coty Revolving Credit Facility is equal to its carrying value, as the Company has the ability to repay the outstanding principal at par value at any time.

The Company uses the market approach to value its debt instruments.

The Company obtains fair values from independent pricing services or utilizes the USD SOFR curve to determine the fair value of these debt instruments.

The Company obtains fair values from independent pricing services or utilizes the U.S.

dollar SOFR curve to determine the fair value of these debt instruments.

Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized as Level 2 in the fair value hierarchy.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Debt Maturities Schedule

1 unchanged sentence

Fiscal Year Ending June 30,

2026 $ 1,170.0

Thereafter 750.0

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(a) (i) Total Indebtedness minus (ii) unrestricted and Cash Equivalents of the Parent Borrower and its Restricted Subsidiaries as determined in accordance with GAAP to (b) Adjusted EBITDA for the most recently ended Test Period (each of the defined terms, including Adjusted EBITDA, used within the definition of Total Net Leverage Ratio have the meanings ascribed to them within the 2018 Coty Credit Agreement, as amended).

Adjusted EBITDA, as defined in the 2018 Coty Credit Agreement, as amended, includes certain add backs related to cost savings, unusual events such as COVID-19,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

operating expense reductions and future unrealized synergies subject to certain limits and conditions as specified in the 2018 Coty Credit Agreement, as amended.

Adjusted EBITDA, as defined in the 2018 Coty Credit Agreement, as amended, includes certain add backs related to cost savings, unusual events such as COVID-19, operating expense reductions and future unrealized synergies subject to certain limits and conditions as specified in the 2018 Coty Credit Agreement, as amended.

In the four fiscal quarters following the closing of any Material Acquisition (as defined in the 2018 Coty Credit Agreement, as amended), including the fiscal quarter in which such Material Acquisition occurs, the maximum Total Net Leverage Ratio shall be the lesser of (i) 5.95 to 1.00 and (ii) 1.00 higher than the otherwise applicable maximum Total Net Leverage Ratio for such quarter (as set forth in the table above).

1 unchanged sentence

As of June 30, 2025, the Company was in compliance with all covenants contained within the 2018 Coty Credit Agreement, as amended.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company leases office facilities under non-cancelable operating leases with terms generally ranging between 4 and 25 years.

2 unchanged sentences

The Company also subleases certain office facilities to third parties when the Company no longer intends to utilize the space.

None of the Company’s leases restricts the payment of dividends or the incurrence of debt or additional lease obligations, or contain significant purchase options.

None of the Company’s leases restrict the payment of dividends or the incurrence of debt or additional lease obligations, or contain significant purchase options.

The following table provides additional information about the Company’s operating leases for the fiscal years ended June 30, 2025, 2024 and 2023.

12 unchanged sentences

Weighted-average discount rate - real estate leases 4.29 % 4.52 % 4.13 %

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Future minimum lease payments for the Company’s operating leases as of June 30, 2025 are as follows:

11 unchanged sentences

($ in millions, except per share data)

Income from continuing operations before income taxes in fiscal 2024, 2023 and 2022 is presented below:

(Loss) income before income taxes in fiscal 2025, 2024 and 2023 is presented below:

Year Ended June 30,

3 unchanged sentences

Total $ ( 344.8 ) $ 204.5 $ 704.8

The components of the Company’s total provision (benefit) for income taxes from continuing operations during fiscal 2024, 2023 and 2022 are presented below:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The components of the Company’s total provision (benefit) for income taxes during fiscal 2025, 2024 and 2023 are presented below:

Year Ended June 30,

2025 2024 2023

Provision for income taxes on continuing operations:

Provision for income taxes:

Federal $ ( 7.8 ) $ 1.2 $ 2.6

6 unchanged sentences

Total ( 87.5 ) ( 9.8 ) 56.3

Provision for income taxes on continuing operations $ 95.1 $ 181.6 $ 164.8

Provision for income taxes $ 5.4 $ 95.1 $ 181.6

The reconciliation of the U.S.

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2025 2024 2023

Income (loss) from continuing operations before income taxes $ 204.5 $ 704.8 $ 426.8

Income (loss) before income taxes $ ( 344.8 ) $ 204.5 $ 704.8

Provision for income taxes at statutory rate $ ( 72.4 ) $ 42.9 $ 148.0

6 unchanged sentences

Currency Loss 8.3 ( 22.5 ) ( 13.6 )

Dispositions of business assets — — 12.7

Russia exit — ( 7.0 ) 24.1

Russia exit uncertain tax position release ( 10.0 ) — ( 7.0 )

Principal relocation revaluation — 27.6 —

2 unchanged sentences

Tax Rate Change Deferred Tax Liability Revaluation — 24.2 —

Brazil tax recovery benefit ( 78.5 ) — —

Swiss Impairment ( 31.2 ) — —

Other 8.5 ( 7.1 ) ( 4.0 )

Provision for income taxes on continuing operations $ 95.1 $ 181.6 $ 164.8

Provision for income taxes $ 5.4 $ 95.1 $ 181.6

Effective income tax rate ( 1.6 ) % 46.5 % 25.8 %

The ( 1.6 )% effective tax rate in fiscal 2025 results from reporting losses before income taxes and a provision for income taxes.

The unfavorable impacts to the rate were primarily driven by the following items:

• a 28.4 % unfavorable impact to the effective tax rate due to an increase in valuation allowances recorded on interest expense carryforwards and the capital loss realized as a result of the sale of its investment in KKW Holdings during the period, compared with a 19.0 % unfavorable impact in the prior period;

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($ in millions, except per share data)

The 20.7 % increase in the effective tax rate in fiscal 2024 from fiscal 2023 was primarily driven by the following items:

• a 17.6 % increase from an increase in valuation allowances recorded on interest expense carryforwards;

• a 13.5 % increase due to changes to the net deferred taxes recognized on the assignment of strategic service functions from Amsterdam to Geneva, as an indirect result of the required revaluation of the original transfer of the main principal location from Geneva to Amsterdam in fiscal 2021;

• a 11.8 % from the revaluation of the Company’s deferred tax liabilities due to a tax rate increase enacted in Switzerland;

• a 11.7 % increase in the foreign tax rate differential impact primarily due to lower fair value gains related to the investment in the Wella business taxed at a lower rate as compared to our U.S.

• a 9.9 % unfavorable impact to the effective tax rate due to changes in unrecognized tax benefits primarily related to new reserves for benefits realized as a result of a tax recovery benefit in Brazil, compared to a favorable impact of 7.6 % in the prior period;

• a 12.7 % unfavorable impact to the effective tax rate as a result of various permanent differences including US foreign income inclusions.

These unfavorable rate drivers were partially offset by the following favorable rate drivers:

• a 22.8 % favorable impact to the effective tax rate due to benefits realized as a result of a tax recovery benefit in Brazil (a majority of which are offset by the unrecognized tax benefit impact described above);

• a 9.0 % favorable impact due to a tax deductible impairment in Switzerland on its investment in subsidiaries.

The 46.5 % effective tax rate in fiscal 2024 results from reporting income before taxes and a provision for income taxes.

The unfavorable impacts to the rate were primarily driven by the following items:

• a 19.0 % unfavorable impact from an increase in valuation allowances recorded primarily on interest expense carryforwards;

• a 13.5 % unfavorable impact due to changes to the net deferred taxes recognized on the assignment of strategic service functions from Amsterdam to Geneva, as an indirect result of the required revaluation of the original transfer of the main principal location from Geneva to Amsterdam in fiscal 2021;

• an 11.8 % unfavorable impact from the revaluation of the Company’s deferred tax liabilities due to a tax rate increase enacted in Switzerland;

• a 10.2 % unfavorable impact in the foreign tax rate differential impact primarily due to fair value gains related to the investment in the Wella business taxed at a lower rate as compared to our U.S.

Federal statutory rate of 21%.

These increases were partially offset by the following decreases:

• a 18.5 % decrease as a result of the issuance of non-refundable income tax credits received from the Swiss Tax Authorities of $ 97.1 .

These unfavorable rate drivers were partially offset by the following favorable rate drivers:

• a 18.5 % favorable impact as a result of the issuance of non-refundable income tax credits received from the Swiss Tax Authorities of $ 97.1 .

The Company recorded a benefit for the tax credit of $ 37.8 , net of a valuation allowance;

• a 12.2 % decrease from a reduction of foreign tax audits due to the settlement of foreign tax audits.

The 12.8 % decrease in the effective tax rate in fiscal 2023 from fiscal 2022 was primarily driven by the following items:

• a 6.6 % decrease in tax costs associated with the Company’s exit from Russia in the prior year;

• a 6.6 % decrease from a reduction in permanent differences related to non-deductible expenses and non-deductible foreign exchange losses;

• a 4.8 % decrease as a result of the reduction in the amount of non-deductible executive stock compensation;

• a 3.0 % decrease from a gain on the disposition of business assets (real estate) in the prior period;

• a 1.9 % decrease from a foreign exchange loss recognized on the repatriation of funds in the current year that were previously taxed.

These decreases were partially offset by the following increases:

• a 7.1 % increase in unrecognized tax benefits due to the impact of increasing U.S.

taxation of foreign sourced income;

• a 2.4 % increase in foreign tax rate differential impact primarily due to lower fair value gains related to the investment in the Wella business taxed at a lower rate as compared to our U.S.

Federal statutory rate of 21%.

The Company has significant income in jurisdictions such as Germany, Netherlands, France, and Spain which have statutory tax rates higher than the U.S.

Federal statutory rate of 21%.

The impact of the foreign earnings in higher taxed jurisdictions coupled with U.S.

losses at the statutory tax rate of 21% increases the Company’s effective tax rate.

This jurisdictional mix is expected to have a continuing impact on the effective tax rate.

• a 7.6 % favorable impact from a reduction of foreign tax audits due to the settlement of foreign tax audits.

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Property, plant and equipment 42.0 21.1

Derivative Instruments 70.5 0.3

Other 63.0 58.2

18 unchanged sentences

The total valuation allowances recorded are $ 274.1 and $ 151.4 as of June 30, 2025 and 2024, respectively.

In fiscal 2024, the change in the valuation allowance was primarily due to The Company recording a valuation allowance on its U.S.

interest expense limitation carryforwards and a valuation allowance on a portion of the Swiss tax credits granted in the current period.

In fiscal 2025, the change in the valuation allowance was primarily due to the Company recording a valuation allowance on the capital loss realized as a result of the sale of its investment in KKW Holdings during the period as well as an increase to its valuation allowance on U.S.

interest expense limitation carryforwards.

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The Company accrued interest of $ 7.1 , $( 2.4 ) and $ 7.8 , respectively, in fiscal 2025, 2024 and 2023.

The Company accrued immaterial penalties in fiscal 2024 and no penalties in fiscal 2023, and released penalties of nil in fiscal 2022.

The Company accrued immaterial penalties in fiscal 2025 and immaterial penalties in fiscal 2024, and no penalties in fiscal 2023.

The total gross accrued interest and penalties recorded in the Other noncurrent liabilities in the Consolidated Balance Sheets related to UTBs as of June 30, 2025 and 2024 is $ 36.6 and $ 30.2 , respectively.

10 unchanged sentences

However, the Company believes it has adequately provided for its UTBs for all open tax years in each tax jurisdiction.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

INTEREST EXPENSE, NET

3 unchanged sentences

Interest expense $ 227.0 $ 251.6 $ 261.1

Foreign exchange losses (gains), net of derivative contracts 16.5 12.2 ( 10.0 )

Foreign exchange losses, net of derivative contracts 3.8 16.5 12.2

Interest income ( 16.6 ) ( 16.1 ) ( 15.4 )

6 unchanged sentences

In addition, the Company makes contributions to the plan on behalf of employees determined by their age and compensation.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

During fiscal 2025, 2024 and 2023, the defined contribution expense for Coty Inc.

8 unchanged sentences

The Company recognized curtailment gains of $ 0.0 , $ 0.1 , and $ 0.7 during the years ended June 30, 2025, 2024 and 2023, respectively.

Additionally, the Company recognized settlement losses of nil , $ 0.2 , and $ 1.8 of which nil , nil , and $ 1.4 were related to restructuring actions during the years ended June 30, 2024, 2023 and 2022, respectively.

Additionally, the Company recognized settlement (gains) losses of ($ 0.5 ), nil , and $ 0.2 of which nil , nil , and nil were related to restructuring actions during the years ended June 30, 2025, 2024 and 2023, respectively.

The impact of settlement and curtailment activity on the current and prior comparative periods is included in Other expense (income), net in the Consolidated Statements of Operations.

41 unchanged sentences

The projected benefit obligation has also increased $ 16.2 to reflect the liability to distribute these funds to the employees who were originally in the P&G plans.

We expect that most of these assets will be paid out over the next few fiscal years.

These assets were fully paid out during fiscal 2025.

& SUBSIDIARIES

11 unchanged sentences

Net amount recognized $ ( 10.2 ) $ ( 12.0 ) $ ( 183.7 ) $ ( 185.2 ) $ ( 13.6 ) $ ( 12.4 ) $ ( 207.5 ) $ ( 209.6 )

The projected benefit obligation actuarial loss of $ 8.6 for the fiscal year ended June 30, 2024 was primarily driven by a decrease in discount rates since the fiscal year ended June 30, 2023.

The actuarial loss was partially offset by the asset gain of $ 3.7 as a result of higher than expected asset performance in Germany, Switzerland and Belgium.

The projected benefit obligation actuarial gain of $ 17.4 for the fiscal year ended June 30, 2023 was primarily driven by increases in discount rates offset by an increase in inflation since the fiscal year ended June 30, 2022.

The actuarial gain in the projected benefit obligation was partially offset by an asset loss of $ 1.9 as a result of worse than expected asset performance.

During fiscal 2024, the retiree medical and life insurance plan experienced a gain on the liability of $ 4.5 primarily driven by an increase in the discount rate, retirees and spouses waiving medical coverage, and changes in pre-65 medical claim costs.

The projected benefit obligation actuarial gain of $ 9.2 for the fiscal year ended June 30, 2025 was primarily driven by the adjustment in the pension increase assumption for the German plans and the updates to the withdrawal rates for the French plans since the fiscal year ended June 30, 2024.

The actuarial gain was partially offset by the asset loss of $ 0.3 as a result of lower than expected asset performance in Germany and Switzerland.

The projected benefit obligation actuarial loss of $ 8.6 for the fiscal year ended June 30, 2024 was primarily driven by decreases in discount rates due to inflation since the fiscal year ended June 30, 2023.

The actuarial loss in the projected benefit obligation was partially offset by an asset gain of $ 3.7 as a result of higher than expected asset performance in Germany, Switzerland and Belgium.

During fiscal 2025 and fiscal 2024, the retiree medical and life insurance plan experienced a gain on the liability of $ 1.0 and $ 4.5 , respectively, primarily driven by an increase in the discount rate, retirees and spouses waiving medical coverage, and changes in pre-65 medical claim costs.

The gain was slightly offset by increases in the medical trend assumption.

During fiscal 2023 the retiree medical and life insurance plan experienced a gain on the liability of $ 3.3 primarily driven by the increase in the discount rate.

Retirees waiving medical coverage and changes in the pre-65 medical claim costs also contributed to the gain, which was slightly offset by increases in the medical trend assumption.

The accumulated benefit obligation for the U.S.

149 unchanged sentences

The Company is exposed to foreign currency exchange fluctuations through its global operations.

The Company reduces its exposure to fluctuations in foreign exchange rates by creating offsetting positions through the use of derivative instruments, including forward foreign exchange contracts and by designating foreign currency denominated borrowings and cross-currency swaps as hedges of net investments in foreign subsidiaries.

The Company may reduce its exposure to fluctuations in the cash flows associated with changes in foreign exchange rates by creating offsetting positions through the use of derivative instruments and also by designating foreign currency denominated borrowings and cross-currency swaps as hedges of net investments in foreign subsidiaries.

The Company expects that through hedging, any gain or loss on the derivative instruments would generally offset the expected increase or decrease in the value of the underlying forecasted transactions.

In September 2019, the Company entered into cross-currency swap contracts in the notional amount of $ 550.0 and designated these cross-currency swaps as hedges of its net investment in certain foreign subsidiaries.

In September 2020, the Company terminated these net investment cross currency swap derivatives in exchange for cash payment of $ 37.6 .

The related loss from this termination is included in AOCI/(L) until the sale or substantial liquidation of the underlying investments.

In January and April 2025, the Company entered into cross-currency swap contracts in the notional amount of $ 750.0 and $ 250.0 , respectively, and designated these cross-currency swaps as hedges of its net investment in a certain foreign subsidiary.

As of June 30, 2025 and 2024, the notional amounts of the outstanding forward foreign exchange contracts designated as cash flow hedges were $ 17.3 and $ 22.3 , respectively.

2 unchanged sentences

For derivatives not designated as hedging instruments, changes in fair value are recorded in the line item in the Consolidated Statements of Operations to which the derivative relates.

As of June 30, 2024 and 2023, the notional amounts of these outstanding non-designated foreign currency forward and cross currency forward contracts were $ 1,797.6 and $ 1,653.5 , respectively.

As of June 30, 2025 and 2024, the notional amounts of these outstanding non-designated foreign currency forward contracts were $ 1,102.5 and $ 1,797.6 , respectively.

& SUBSIDIARIES

7 unchanged sentences

Hedge effectiveness of interest rate swap contracts is based on a long-haul hypothetical derivative methodology and includes all changes in value.

In fiscal 2022, the Company terminated certain existing interest rate swaps with notional amounts of $ 200.0 in exchange for cash payment of $ 1.9 .

The related loss from this termination is included in Interest expense, net, within the Consolidated Statement of Operations.

As of June 30, 2023, the Company had interest rate swap contracts designated as effective hedges in the notional amount of $ 200.0 , which were fully terminated in December 2023 for a cash receipt of $ 2.1 .

The Company had no outstanding interest rate swap contracts as of June 30, 2024.

As the forecasted interest expense under the original swap agreements is still probable, the related gain in accumulated other comprehensive income (loss) ("AOCI/L") will be amortized over the remaining life of the swaps.

These interest rate swaps had been designated and qualified as cash flow hedges and were highly effective prior to termination.

As the forecasted interest expense under the original swap agreements was still probable, the related gain in accumulated other comprehensive income (loss) ("AOCI/L") was amortized over the remaining life of the swaps.

The Company had no outstanding interest rate swap contracts as of June 30, 2025.

In addition, the Company from time to time uses cross-currency swaps to economically lower the interest rate on our loan portfolio.

In January and April 2025, the Company entered into cross-currency swap contracts designated as hedges of net investment in a certain foreign subsidiary to effectively reduce the interest rates on the 2030 and 2029 Dollar Senior Secured Notes from 6.625 % and 4.75 % in U.S.

dollars to 2.671 % and 1.248 % in Swiss Franc, respectively.

The cross-currency swaps will expire upon maturity of the respective debt.

Net Investment Hedge

Foreign currency gains and losses on borrowings designated as a net investment hedge, except ineffective portions, are reported in the cumulative translation adjustment (“CTA”) component of AOCI/(L), along with the foreign currency translation adjustments on those investments.

In January and April 2025, the Company expanded its net investment hedge activity by entering into cross-currency swaps with a gross notional value at inception of $ 750.0 and ₣ 676.9 million (Swiss Franc) and $ 250.0 and ₣ 203.6 million, respectively, maturing in July 2030 and January 2029, respectively, and designated these cross-currency swaps as hedges of its net investment in a certain foreign subsidiary.

As of June 30, 2025 and 2024, the nominal exposures of foreign currency denominated borrowings designated as net investment hedges were € 1,593.9 million and € 1,611.6 million, respectively.

The designated hedge amounts were considered highly effective.

The gains and losses related to these instruments are included in AOCI/(L) and will remain until the sale or substantial liquidation of the underlying net investments.

Forward Repurchase Contracts

3 unchanged sentences

Refer to Note 19—Equity and Convertible Preferred Stock.

In December 2024, the Company entered into an agreement to extend the maturity of the December 2022 Forward by one year to fiscal 2026.

Refer to Note 19—Equity and Convertible Preferred Stock.

In February 2025, the Company paid $ 191.1 in Hedge Valuation Adjustments on the forward repurchase contracts.

Refer to Note 19—Equity and Convertible Preferred Stock.

Derivative and non-derivative financial instruments which are designated as hedging instruments:

The accumulated gain (loss) on foreign currency borrowings classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $ 14.6 and $( 12.2 ) as of June 30, 2024 and 2023, respectively.

The accumulated loss on cross currency swaps designated as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $( 37.6 ) as of June 30, 2024 and 2023.

Foreign currency borrowings classified as net investment hedges —The accumulated (loss) gain on foreign currency borrowings classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $( 91.6 ) and $ 14.6 as of June 30, 2025 and 2024, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Cross-currency swap instruments classified as net investment hedges —The accumulated loss on derivative instruments classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $( 113.2 ) and $( 37.6 ) as of June 30, 2025 and 2024, respectively.

Foreign exchange forward contracts classified as cash flow hedges —The accumulated (loss) gain on derivative instruments classified as cash flow hedges in AOCI/(L), net of tax, was $( 1.1 ) and $ 2.1 as of June 30, 2025 and 2024, respectively.

The estimated net loss related to these effective hedges that is expected to be reclassified from AOCI/(L) into earnings, net of tax, within the next twelve months is $( 1.1 ).

As of June 30, 2025, all of the Company’s remaining foreign currency forward contracts designated as hedges were highly effective.

The amount of gains and losses recognized in OCI in the Consolidated Balance Sheets related to the Company’s derivative and non-derivative financial instruments which are designated as hedging instruments is presented below:

3 unchanged sentences

Interest rate swap contracts — ( 0.1 ) 5.4

Net investment hedges 26.8 ( 53.9 ) 36.3

The accumulated gain on derivative instruments classified as cash flow hedges in AOCI/(L), net of tax, was $ 2.1 and $ 0.7 as of June 30, 2024 and 2023, respectively.

The estimated net gain related to these effective hedges that is expected to be reclassified from AOCI/(L) into earnings, net of tax, within the next twelve months is $ 2.0 .

As of June 30, 2024, all of the Company’s remaining foreign currency forward contracts designated as hedges were highly effective.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Cross-currency swap contracts ( 75.6 ) — —

Foreign currency borrowings ( 106.2 ) 26.8 ( 53.9 )

The amount of gains and losses reclassified from AOCI/(L) to the Consolidated Statements of Operations related to the Company’s derivative financial instruments which are designated as hedging instruments is presented below:

3 unchanged sentences

Foreign exchange forward contracts:

Amount of gain reclassified from AOCI into income $ ( 2.6 ) $ — $ ( 1.6 ) $ — $ 1.7 $ —

Amount of gain (loss) reclassified from AOCI into income $ 2.2 $ — $ ( 2.6 ) $ — $ ( 1.6 ) $ —

Interest rate swap contracts:

Amount of loss reclassified from AOCI into income — 2.0 — 8.3 — ( 13.0 )

Amount of gain reclassified from AOCI into income — 1.3 — 2.0 — 8.3

Derivatives not designated as hedging instruments:

12 unchanged sentences

The amount at which the Put right and Call right can be exercised is based on a formula prescribed by the amended shareholders’ agreement as summarized in the table below, multiplied by the noncontrolling interest holder’s percentage interest in the Middle East Subsidiary.

Given the provision of the Put right, the entire noncontrolling interest is redeemable outside of the Company’s control and is recorded in the Consolidated Balance Sheets at the estimated redemption value.

The Company adjusts the redeemable noncontrolling interest to the redemption values at the end of each reporting period with changes recognized as adjustments to APIC.

Given the provision of the Put right, the entire noncontrolling interest is redeemable outside of the Company’s control and is recorded in the Consolidated Balance

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Sheets at the estimated redemption value.

The Company adjusts the redeemable noncontrolling interest to the redemption values at the end of each reporting period with changes recognized as adjustments to additional paid-in capital (“APIC”).

The Company recognized $ 94.2 and $ 93.6 as the redeemable noncontrolling interest balances as of June 30, 2025 and 2024, respectively.

8 unchanged sentences

The holders of Class A Common Stock are entitled to one vote per share.

As of June 30, 2024, total authorized shares of Class A Common Stock was 1,250.0 million and total outstanding shares of Class A Common Stock was 867.8 million.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

In the fiscal years ended June 30, 2024, 2023, and 2022, the Company issued 9.8 , 13.8 , and 3.3 million shares of its Class A Common Stock, respectively, and received $ 13.5 , $ 0.9 , and nil in cash, in connection with the exercise of employee stock options and settlement of RSUs.

As of June 30, 2025, total authorized shares of Class A Common Stock were 1,250.0 million and total outstanding shares of Class A Common Stock were 872.3 million.

In the fiscal years ended June 30, 2025, 2024, and 2023, the Company issued 4.4 , 9.8 , and 13.8 million shares of its Class A Common Stock, respectively, and received $ 0.0 , $ 13.5 , and $ 0.9 in cash, in connection with the exercise of employee stock options and settlement of RSUs.

On September 29, 2023 and October 2, 2023, the Company issued a total of 33.0 million shares of Class A common stock, par value $ 0.01 per share, at a public offering price of $ 10.80 (or € 10.28 ) per share in a global offering (the “Offering”).

3 unchanged sentences

The underwriting fees and other professional fees incurred in connection with the Offering were incremental costs directly attributable to the issuance and thus were presented as a reduction of Equity in the Consolidated Balance Sheets.

During the fiscal year ended June 30, 2022, the Company issued 69.9 million shares of its Class A Common Stock as a result of conversions of Series B Preferred Stock.

The Company’s Majority Stockholder

4 unchanged sentences

Peter Harf, the Company's Chairman, and HFS Holdings S.à r.l, (“HFS”), which is beneficially owned by Mr.

Harf, including its shares of Series B Preferred Stock on an if converted basis.

Harf, including its shares of Series B Preferred Stock (the “Series B Preferred Stock”) on an if converted basis.

The Company’s CEO, Sue Nabi, was granted a one-time sign-on award of restricted stock units on June 30, 2021.

7 unchanged sentences

Series A Preferred Stock are not entitled to receive any dividends and have no voting rights except as required by law.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

On March 27, 2017, a Series A Preferred Stock subscription agreement was entered into with Lambertus J.H.

5 unchanged sentences

An (income) expense of $ 0.0 , $( 0.8 ), and $ 0.2 , was recorded during fiscal 2025, 2024 and 2023, respectively, and has been included in Selling, general and administrative expenses on the Consolidated Statements of Operations.

As of June 30, 2024 and 2023, the Company classified nil and $ 0.8 , respectively, of Series A Preferred Stock as a liability, recorded in Other noncurrent liabilities in the Consolidated Balance Sheet.

As of June 30, 2025 and 2024, the Company classified nil of Series A Preferred Stock as a liability, recorded in Other noncurrent liabilities in the Consolidated Balance Sheet.

Convertible Series B Preferred Stock

In 2020, the Company completed the issuance and sale to KKR Aggregator of 1.0 million shares of Convertible Series B Preferred Stock, par value $ 0.01 per share (the “Series B Preferred Stock”), for an aggregate purchase price of $ 1,000 per share.

On August 27, 2021, KKR Aggregator and affiliated investment funds sold 146,057 shares of Series B Preferred Stock, to HFS Holdings S.à r.l, that is beneficially owned by Peter Harf, a director of the Company.

As a result of various conversions and exchanges of KKR Aggregator's shares of the Series B Preferred Stock, as of December 31, 2021, KKR has fully redeemed/exchanged all of their Series B Preferred Stock.

In 2020, the Company completed the issuance and sale to KKR Rainbow Aggregator L.P.

(“KKR Aggregator”) of 1.0 million shares of Convertible Series B Preferred Stock, par value $ 0.01 per share, for an aggregate purchase price of $ 1,000 per share.

On August 27, 2021, KKR Aggregator and its affiliated investment funds sold 146,057 shares of Series B Preferred Stock, to HFS Holdings S.à r.l, that is beneficially owned by Peter Harf, a director of the Company.

As a result of various conversions and exchanges of KKR Aggregator's shares of the Series B Preferred Stock, as of December 31, 2021, Kohlberg Kravis Roberts & Co.

and its affiliates (“KKR”) has fully redeemed/exchanged all of their Series B Preferred Stock.

Cumulative preferred dividends accrue daily on the Series B Preferred Stock at a rate of 9.0 % per year.

During the twelve months ended June 30, 2024, 2023 and 2022, the Board of Directors declared dividends on the Series B Preferred Stock of

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

$ 13.2 , $ 13.2 and $ 35.2 , paid accrued dividends of $ 13.2 , $ 13.2 and $ 55.8 and converted/exchanged dividends of nil , nil and $ 50.1 , respectively.

During the twelve months ended June 30, 2025, 2024, and 2023, the Board of Directors declared dividends on the Series B Preferred Stock of $ 13.2 , $ 13.2 , and $ 13.2 and paid accrued dividends of $ 13.2 , $ 13.2 , and $ 13.2 , respectively.

As of June 30, 2025 and 2024, the Series B Preferred Stock had outstanding accrued dividends of $ 3.3 .

2 unchanged sentences

No dividends on Common Stock were declared for the year ended June 30, 2025.

The change in dividends accrued recorded to APIC in the Consolidated Balance Sheet as of June 30, 2024, 2023 and 2022 was nil , $ 0.1 and $ 0.8 , respectively, which represent dividends no longer expected to vest as a result of forfeitures of outstanding restricted stock units (“RSUs”).

In addition, the Company made payments of $ 0.3 and $ 0.7 , of which $ 0.1 and $ 0.2 related to employee taxes, and $ 1.4 for the previously accrued dividends on RSUs that vested during the twelve months ended June 30, 2024, 2023 and 2022, respectively.

Total accrued dividends on unvested RSUs and phantom units included in Accrued expenses and other current liabilities are $ 0.8 and $ 1.0 as of June 30, 2024 and 2023, respectively.

In addition, accrued dividends of $ 0.0 and $ 0.1 are included in Other noncurrent liabilities as of June 30, 2024 and 2023, respectively.

The change in dividends accrued recorded to APIC in the Consolidated Balance Sheet as of June 30, 2025 and 2024 was nil , which represents dividends no longer expected to vest as a result of forfeitures of outstanding restricted stock units (“RSUs”).

In addition, the Company made payments of $ 0.1 , $ 0.3 , and $ 0.7 of which nil , $ 0.1 , and $ 0.2 related to employee taxes, for the previously accrued dividends on RSUs that vested during the twelve months ended June 30, 2025, 2024, and 2023, respectively.

Total accrued dividends on unvested RSUs and phantom units included in Other current liabilities are $ 0.7 and $ 0.8 as of June 30, 2025 and 2024, respectively.

Treasury Stock - Share Repurchase Program

7 unchanged sentences

The fair value of the shares repurchased was approximately $ 350.6 , which was recorded as an increase to Treasury stock in the Consolidated Balance Sheets and Consolidated Statements of Equity.

In December 2024, the Company entered into an agreement to extend the maturity date of the December 2022 forward repurchase contracts by one year to fiscal 2026.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

As part of the Forward agreements, the Company will pay interest on the outstanding underlying notional amount of the Forwards held by the Counterparties during the contract periods.

1 unchanged sentence

The weighted average interest rate plus applicable spread for the December 2022 and November 2023 Forward transactions were 7.2 % and 7.6 %, respectively, as of June 30, 2025.

As part of the December 2022 Forward transaction, two of the Counterparties purchased approximately 11.0 million shares of the Company’s Class A Common Stock.

As part of the December 2022 Forward transaction, the Counterparties purchased approximately 22.5 million shares of the Company’s Class A Common Stock.

In addition, as part of the November 2023 Forward transaction, the Counterparties purchased 25.0 million shares of the Company’s Class A Common Stock.

2 unchanged sentences

or (ii) at the Company’s option, pay or receive the difference between the Final Price, defined as the weighted average of the daily VWAP during the unwind period as defined in the agreement, and Initial Price of the Forwards.

As part of the December 2022 Forward transaction, the remaining Counterparty purchased approximately 11.5 million shares of the Company’s Class A Common Stock.

This Forward requires the Company to pay or receive the difference between the Final Price and Initial Price established at inception of the Forward on or before January 15, 2025.

In addition, the Forwards include a provision for a potential true-up in cash upon specified changes in the price of the Company’s Class A Common Stock relative to the Initial Price (“Hedge Valuation Adjustment”).

Such Hedge Valuation adjustment shall not result in a termination date or any adjustment of the number of Coty’s Class A Common Stock shares purchased by the Counterparties at inception.

In October 2024, the price of Coty’s Class A shares declined below the threshold specified in the Hedge Valuation Adjustment for the November 2023 Forward, which resulted in a cash payment of $ 61.8 to the Counterparties.

In November 2024, the Company entered into agreements with the Counterparties for a temporary contractual amendment to the Hedge Valuation Adjustment, which was effective from October 2024 through February 2025, resulting in a refund of $ 61.8 from the Counterparties.

The amendment did not apply to the December 2022 Forward.

In February 2025, the price of Coty’s Class A shares declined below the threshold specified in the Hedge Valuation Adjustment for the December 2022 Forward and the amended November 2023 Forward, which resulted in a cash payment of $ 191.1 to the Counterparties.

This resulted in a downward adjustment to the initial price at acquisition for these Forwards.

In the event the Company declares and pays any cash dividends on its Class A Common Stock, the Forward Counterparties will be entitled to such dividend payments and payable at termination of the Forwards.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Since the Forwards permit a net cash settlement alternative in addition to the physical settlement, the Company accounted for the Forwards initially and subsequently at their fair value, with changes in the fair value recorded in Other expense (income), net in the Consolidated Statement of Operations.

See Note 17 - Derivative Instruments for additional information.

The fair values of the Company’s Forwards were $( 77.5 ) and $( 12.4 ) as of June 30, 2025 and 2024, respectively.

15 unchanged sentences

Ending balance at June 30, 2025 $ ( 1.1 ) $ ( 204.8 ) $ ( 582.7 ) $ 55.2 $ ( 733.4 )

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

(a) Amortization of actuarial gains of $ 5.0 and $ 7.1 , net of taxes of $ 1.2 and $ 1.8 , were reclassified out of AOCI/(L) and included in the computation of net period pension costs for the fiscal years ended June 30, 2025 and 2024, respectively (see Note 16—Employee Benefit Plans).

4 unchanged sentences

The Company may satisfy the obligation of its stock-based compensation awards with new shares.

Total share-based compensation from continuing operations is shown in the table below:

Total share-based compensation is shown in the table below:

2025 2024 2023

6 unchanged sentences

Income tax benefits recognized in earnings related to share-based compensation $ 2.1 $ 3.0 $ 2.2

Excess tax benefits related to share-based compensation $ 1.1 $ — $ 0.2

(Deficiencies) Excess tax benefits related to share-based compensation $ ( 0.4 ) $ 1.1 $ —

(a) Equity plan shared-based compensation expense of $ 49.9 , $ 88.5 , and $ 134.7 was recorded to additional paid in capital and presented in the Consolidated Statement of Equity for the fiscal years ended June 30, 2025, 2024, and 2023, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

(b) Expenses relating to share-based awards granted to non-Coty employees (Wella) are recorded within Other expense (income), net, within the Consolidated Statement of Operations.

4 unchanged sentences

Non-Qualified Stock Options

During fiscal 2024, 2023 and 2022, the Company granted nil, non-qualified stock option awards.

During fiscal 2025, 2024 and 2023, the Company did not grant any non-qualified stock option awards.

These options are accounted for using equity accounting whereby the share-based compensation expense is estimated and fixed at the grant date based on the estimated value of the options using the Black-Scholes valuation model.

1 unchanged sentence

All grants expire ten years from the date of the grant.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company’s outstanding non-qualified stock options as of June 30, 2025 and activity during the fiscal year then ended are presented below:

4 unchanged sentences

Outstanding at July 1, 2024 3.6 $ 13.82

Exercised ( 1.2 ) 11.08

Forfeited ( 0.2 ) 12.69

4 unchanged sentences

As of June 30, 2025, the grant prices of the outstanding options ranged from $ 11.08 to $ 18.55 , and the grant prices for exercisable options ranged from $ 11.08 to $ 18.55 .

The total intrinsic value of stock options vested and exercised during fiscal 2024, 2023 and 2022 was $ 1.2 , $ 0.1 and nil .

The total intrinsic value of stock options vested and exercised during fiscal 2025, 2024 and 2023 was $ 0.0 , $ 1.2 and $ 0.1 .

The Company’s non-vested non-qualified stock options as of June 30, 2025 and activity during the fiscal year then ended are presented below:

5 unchanged sentences

The share-based compensation expense recognized on the non-qualified stock options was $ 0.1 , $ 0.3 and $ 1.3 during fiscal 2025, 2024 and 2023, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Series A Preferred Stock

2 unchanged sentences

The Company uses the binomial lattice or the Black-Scholes model to value the outstanding Series A Preferred Stocks.

The fair value of the Company’s outstanding Series A Preferred Stock were estimated with the following assumptions.

Expected life, in years 0.74 years 1.74 years

The fair value of the Company’s outstanding Series A Preferred Stock was estimated with the following assumptions.

Expected life, in years 0.74 years

Expected volatility 66.31 %

4 unchanged sentences

Expected life, in years - The expected life represents the period of time (years) that Series A Preferred Stock granted are expected to be outstanding, which the Company calculates using a formula based on the contractual life of the respective Series A Preferred Stock.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Expected volatility - The expected volatility is derived using historical stock price information for the Company’s common stock and that of certain peer group companies, and the volatility implied by the trading of options to purchase the Company’s stock on open-market exchanges.

18 unchanged sentences

In connection with this Award, on October 29, 2021 and September 18, 2023, JAB, the Company’s largest stockholder and a wholly-owned subsidiary of JAB Holding Company S.à r.l., completed the transfer of 10.0 million and 5.0 million shares of Class A Common Stock, respectively, to Ms.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

On August 31, 2023 and 2022, the Company issued 5.0 million and 10.0 million shares of Class A Common Stock, respectively, to Ms.

9 unchanged sentences

The amount of compensation cost recognized at each vesting date must at least equal the portion of the award legally vested.

The first tranche of Ms.

Nabi's PRSU award of 2,083,333 shares shall fully vest on September 1, 2026, subject to the achievement of three-year performance objectives determined by the Board on September 28, 2023 (the grant date) and subject to Ms.

The first and second tranche of Ms.

Nabi's PRSU award of 2,083,333 shares each shall fully vest on September 1, 2026 and 2027, respectively, subject to the achievement of three-year performance objectives determined by the Board on September 28, 2023 and October 2, 2024 (the grant dates), respectively, and subject to Ms.

Nabi’s continued employment.

The next four tranches of 2,083,333 PRSUs will be granted on or around each September 1 of 2024 through 2027, which shall vest on the third-year anniversary of the respective grant date, subject in each case to the achievement of three-year performance objectives to be determined by the Board.

The next three tranches of 2,083,333 PRSUs will be granted on or around each September 1 of 2025 through 2027, which shall vest on the third-year anniversary of the respective grant date, subject in each case to the achievement of three-year performance objectives to be determined by the Board.

The Company will recognize share-based compensation expense associated with these PRSUs, on a straight-line basis over the vesting period, based on the fair value on the grant date when it is probable that the performance condition will be achieved.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

In the event that JAB and Ms.

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Nabi's award, as described above.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company’s outstanding and non-vested RSUs as of June 30, 2025 and activity during the fiscal year then ended are presented below:

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Performance Restricted Stock Units

During fiscal 2024 and 2023, 4.0 million and 1.2 million PRSUs were granted under the Omnibus LTIP, respectively.

During fiscal 2025, 2024, and 2023, 4.1 million, 4.0 million, and 1.2 million PRSUs were granted under the Omnibus LTIP, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company’s outstanding PRSUs as of June 30, 2025 and activity during the fiscal year then ended are presented below:

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Vested and expected to vest at June 30, 2025 1.7 7.8 0.90

The share-based compensation expense recorded in connection with the PRSUs was $ 10.7 , $ 1.5 and nil during fiscal 2024, 2023 and 2022, respectively, of which $ 5.4 , nil and nil related to Ms.

The share-based compensation expense recorded in connection with the PRSUs was $( 3.5 ), $ 10.7 , and $ 1.5 during fiscal 2025, 2024 and 2023, respectively, of which $( 3.7 ), $ 5.4 , and nil related to Ms.

Nabi's award, as described above.

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Outstanding and nonvested at June 30, 2025 9.0 $ 9.20

The total intrinsic value of PRSUs vested and settled during fiscal 2024, 2023 and 2022 was nil .

The total intrinsic value of PRSUs vested and settled during fiscal 2025, 2024 and 2023 was $ 0.0 , nil , and nil .

Restricted Stock

During fiscal 2025, 2024 and 2023, 0.0 million , 0.3 million, and 0.4 million, restricted stock awards were granted under the Omnibus LTIP, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company’s outstanding restricted stock as of June 30, 2024 and activity during the fiscal year then ended are presented below:

(in millions) Aggregate

Value Weighted

Outstanding at July 1, 2023 0.7

Settled ( 0.5 )

Cancelled ( 0.5 )

Outstanding at June 30, 2024 —

Vested and expected to vest at June 30, 2024 — $ — —

The share-based compensation expense recorded in connection with the restricted stock was $ 0.0 , $ 3.1 , $ 2.7 during fiscal 2025, 2024 and 2023, respectively.

Due to significant executive forfeitures, 0.5 million shares of restricted stock were cancelled and reclassified as Treasury Stock.

The Company’s outstanding and non-vested restricted stock as of June 30, 2024 and activity during the fiscal year then ended are presented below:

(in millions) Weighted

Outstanding and nonvested at July 1, 2023 0.7 $ 6.94

Granted 0.3 9.63

Vested ( 0.5 ) 9.19

Cancelled ( 0.5 ) 8.09

Outstanding and nonvested at June 30, 2024 — $ —

The Company has no outstanding and non-vested restricted stock as of June 30, 2025.

The total intrinsic value of restricted stock vested and settled during fiscal 2025, 2024 and 2023 was $ 0.0 , $ 5.0 and $ 2.6 , respectively.

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PER COMMON SHARE

Net income (loss) attributable to Coty Inc.

common stockholders per common share (“basic EPS”) is computed by dividing net income (loss) attributable to Coty Inc.

Net (loss) income attributable to Coty Inc.

common stockholders per common share (“basic EPS”) is computed by dividing net (loss) income attributable to Coty Inc.

less any dividends on Series B Preferred Stock by the weighted-average number of common shares outstanding during the period.

Net income (loss) attributable to Coty Inc.

common stockholders per common share assuming dilution (“diluted EPS”) is computed by adjusting the numerator used in basic EPS to add back the dividends applicable to the Series B Preferred Stock, if dilutive, and using the basic EPS weighted-average number of common shares and the effect of potentially dilutive securities outstanding during the period as the denominator.

Potentially dilutive securities consist of non-qualified stock options, Series A Preferred Stock, RSUs, unvested restricted stock awards and potential shares resulting from the conversion of the Series B Preferred Stock as of June 30, 2024, 2023 and 2022.

Net income (loss) attributable to Coty Inc.

is adjusted through the application of the two-class method of income per share to reflect a portion of the periodic adjustment of the redemption value in excess of fair value of the redeemable noncontrolling

& SUBSIDIARIES

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($ in millions, except per share data)

Net (loss) income attributable to Coty Inc.

There is no excess of redemption value over fair value of the redeemable noncontrolling interests in fiscal 2025, 2024 and 2023.

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Amounts attributable to Coty Inc.:

Net income (loss) from continuing operations $ 89.4 $ 508.2 $ 253.8

Net (loss) income $ ( 367.9 ) $ 89.4 $ 508.2

Convertible Series B Preferred Stock dividends

( 13.2 ) ( 13.2 ) ( 13.2 )

Net income (loss) from continuing operations attributable to common stockholders 76.2 495.0 55.5

Net income (loss) from discontinued operations, net of tax — — 5.7

Net income (loss) attributable to common stockholders $ 76.2 $ 495.0 $ 61.2

Net (loss) income attributable to common stockholders ( 381.1 ) 76.2 495.0

Net (loss) income attributable to common stockholders $ ( 381.1 ) $ 76.2 $ 495.0

Weighted-average common shares outstanding:

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Effect of restricted stock, PRSUs and RSUs (b)

8.9 13.8 13.5

Effect of Convertible Series B Preferred Stock (c)

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Earnings (losses) per common share

Earnings from continuing operations per common share - basic $ 0.09 $ 0.58 $ 0.07

Earnings (losses) from continuing operations per common share - diluted (e)

$ 0.09 $ 0.57 $ 0.07

Earnings from discontinued operations - basic $ 0.00 $ 0.00 $ 0.01

Earnings from discontinued operations - diluted $ 0.00 $ 0.00 $ 0.01

Earnings (losses) per common share - basic $ 0.09 $ 0.58 $ 0.08

Earnings (losses) per common share - diluted (e)

(Losses) earnings per common share - basic $ ( 0.44 ) $ 0.09 $ 0.58

(Losses) earnings per common share - diluted (e)

$ ( 0.44 ) $ 0.09 $ 0.57

(a) As of June 30, 2025, 2024, and 2023, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase 3.5 million, 2.8 million, and 4.8 million weighted average anti-dilutive shares of Common Stock, respectively, were excluded from the computation of diluted EPS.

(b) As of June 30, 2024, 2023, and 2022, there were 1.0 million, 3.2 million, and 1.6 million weighted average anti-dilutive RSUs, respectively, were excluded from the computation of diluted EPS.

(c ) As of June 30, 2024 and 2022, there were 23.7 million and 65.4 million dilutive shares of Convertible Series B Preferred Stock, respectively, were excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.

(d) For the twelve months ended June 30, 2024, potential shares for the Forward Repurchase Contracts were excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.

For the twelve months ended June 30, 2023, potential shares for the Forward Repurchase Contracts were excluded from the computation of diluted EPS as Coty is in the position to receive shares from the counterparties and as such their inclusion would be anti-dilutive.

(b) As of June 30, 2025, 2024, and 2023, there were 11.6 million, 1.0 million, and 3.2 million weighted average anti-dilutive RSUs, respectively, excluded from the computation of diluted EPS.

(c ) As of June 30, 2025 and 2024, no dilutive shares of Convertible Series B Preferred Stock, respectively, were included in the computation of diluted EPS as their inclusion would be anti-dilutive.

As of June 30, 2023, 23.7 dilutive shares of Convertible Series B Preferred Stock were included in the computation of diluted EPS as their inclusion would be dilutive.

(d) For the twelve months ended June 30, 2025, 2024, and 2023, potential shares for the Forward Repurchase Contracts were excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.

(e) Diluted EPS is adjusted by the effect of dilutive securities, including awards under the Company's equity compensation plans, the convertible Series B Preferred Stock, and the Forward Repurchase Contracts.

When calculating any potential dilutive effect of stock options, Series A Preferred Stock, restricted stock, PRSUs and RSUs, the Company uses the treasury method and the if-converted method for the Convertible Series B Preferred Stock and the Forward Repurchase Contracts.

The treasury method typically does not adjust the net income attributable to Coty Inc., while the if-converted method requires an adjustment to reverse the impact of the preferred stock dividends of $ 13.2 , $ 13.2 , and $ 13.2 , respectively, and to reverse the impact of fair market value losses/(gains) for contracts with the option to settle in shares or cash of $ 248.1 , $ 73.4 , and $( 101.8 ), respectively, if dilutive, for the twelve months ended June 30, 2025, 2024, and 2023 on net income applicable to common stockholders during the period.

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($ in millions, except per share data)

cash of $ 73.4 , $( 101.8 ), and $ 0 , respectively, if dilutive, for the twelve months ended June 30, 2024, 2023, and 2022 on net income applicable to common stockholders during the period.

LEGAL AND OTHER CONTINGENCIES

Legal Matters

The Company is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business, including consumer class or collective actions, personal injury (most involving allegations related to alleged asbestos in the Company’s talc-based cosmetic products), intellectual property, competition, compliance and advertising claims litigation and disputes, among others (collectively, “Legal Proceedings”).

The Company is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business, including consumer class or collective actions, personal injury (mostly involving allegations related to alleged asbestos in the Company’s talc-based cosmetic products as described below), intellectual property, competition, compliance and advertising claims litigation and disputes, among others (collectively, “Legal Proceedings”).

While the Company cannot predict any final outcomes relating thereto, management believes that the outcome of current Legal Proceedings will not have a material effect upon its business, prospects, financial condition, results of operations, cash flows or the trading price of the Company’s securities.

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As the outcomes of such proceedings are unpredictable, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, prospects, financial condition, results of operations, cash flows or the trading price of its securities.

Cosmetic Talcum Powder Matters.

The Company has been named as a defendant in numerous civil actions alleging that certain cosmetic talcum powder products sold by the Company were contaminated with asbestos leading to bodily injury.

Most of these actions involve a number of co-defendants and, to date, many such actions have been resolved by settlement or other resolution acceptable to the Company.

In each of the previous fiscal years the value of settlements, both individually and in the aggregate, has not been material but, due to the rising number of filed and pending cases against the Company, as well as the evolving litigation landscape, settlement values and other costs associated with these cases have increased and are likely to increase in the future.

The Company believes that a limited portion of its costs incurred in defending and resolving certain of these claims will be covered by insurance policies issued by several insurance carriers, subject to deductibles, exclusions, retentions and policy limits and, in some cases, there may be indemnity obligations of third parties.

While the Company and its legal counsel intend to continue to defend these cases vigorously, there can be no assurances regarding the ultimate resolution of these matters, individually or collectively.

The Company has accrued for such litigation when the likelihood of loss is probable and a reasonable estimate of such loss can be made, and such accruals are not material to the Company’s consolidated financial statements.

However, the range of reasonably possible losses in excess of accrued liabilities currently cannot be reasonably estimated.

Brazilian Tax Assessments

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Current open tax assessments as of June 30, 2025 are:

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Assessment received Type of assessment Type of Tax Tax period impacted Estimated amount, including interest and penalties as of

1 unchanged sentence

Aug-20 State sales tax credits, which the Treasury Office of the State of Goiás considers as improperly registered ICMS 2017-2019 R$ 726.5 million (approximately $ 132.6 )

Oct-20 Federal excise taxes, which the Treasury Office of the Brazil’s Internal Revenue Service considers as improperly calculated 1

IPI 2016-2017 R$ 438.3 million (approximately $ 79.7 )

Oct-20 Federal excise taxes, which the Treasury Office of the Brazil’s Internal Revenue Service considers as improperly calculated IPI 2016-2017 R$ 469.4 million (approximately $ 85.7 )

Nov-22 IPI 2018-2019 R$ 639.5 million (approximately $ 116.7 )

2 unchanged sentences

Nov-20 State sales taxes, which the Treasury Office of the State of Minas Gerais considers as improperly calculated ICMS 2016-2019 R$ 242.4 million (approximately $ 44.2 )

Jun-21 State sales tax, which the Treasury Office of the State of Goiás considers as improperly calculated ICMS 2016-2020 R$ 46.9 million (approximately $ 8.5 )

1 The case is scheduled to be heard by an administrative court in late August 2024.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

For the Goiás State tax ICMS assessment received in August 2020, the Company has in parallel a judicial case about an additional claim for fees over the tax incentive, for which the Company received an unfavorable first instance ruling and has filed an appeal to the Court.

In the first quarter of fiscal 2024, the Company filed a motion for clarification as a step before potentially appealing to a Brazilian higher court, which was denied.

In December 2023, the Company filed appeals to be remitted to the Brazilian Superior Court of Justice and, in parallel, filed a motion to grant the suspension of the state's ability to collect the above tax incentives to the Goiás State Court as the case is under discussion.

In January 2024, the motion to grant the suspension of the state’s ability to collect the above tax incentives was dismissed.

In April 2024, a judge of the Superior Court of Justice ruled against the Company.

Jun-21 State sales tax, which the Treasury Office of the State of Goiás considers as improperly calculated (a)

ICMS 2016-2020 R$ 56.9 million (approximately $ 10.4 )

(a) During August 2025, the administrative case was decided in Coty’s favor.

The tax authorities have a month to appeal the decision.

For the Goiás State tax ICMS assessment received in August 2020, the Company has in parallel a judicial case about an additional claim for fees over the tax incentive ("the Protege Fee") wherein the Company asserts such fee was not enforceable against Coty due to its prior contractual agreement with the Goiás State, for which the Company received an unfavorable first and second instances ruling.

In the second quarter of fiscal 2024, the Company filed appeals to be remitted to the third instance Brazilian Superior Court of Justice and, in parallel, filed a motion to grant the suspension of the state's ability to collect the above tax incentives to the Goiás State Court as the case is under discussion.

The motion to grant the suspension of the state’s ability to collect the above tax incentives was dismissed and, in the last quarter of fiscal 2024, a judge of the Superior Court of Justice ruled against the Company.

The Company filed an interlocutory appeal for the full bench of judges on the Superior Court of Justice to review the case.

The case is scheduled to be heard by the Superior Court of Justice in late August 2024.

The case was heard in the first half of the current fiscal year, and is now expected to conclude in the first half of the next fiscal year.

The Company has been required to provide surety bonds of R$ 148.8 million (approximately $ 27.2 ) and cash deposits of R$ 163.3 million (approximately $ 29.8 ) as of June 30, 2025, to guarantee payment if the case is resolved against Coty.

The cash deposits are included in the Other Noncurrent Assets on the Consolidated Balance Sheet.

In relation to the judicial case for the Goiás State tax ICMS assessment received in August 2020, an additional case has moved into the judicial court in October 2024, relating to a tax assessment demanding payment of the underlying ICMS taxes due to non-payment of the Protege Fee.

The case is running in parallel of the Protege Fee case above.

In the third quarter of fiscal 2025, the Goiás State filed a tax enforcement against the Company to collect the ICMS taxes.

In response to the enforcement, the Company has filed a motion to stay against the Goiás State seeking the dismissal of the ICMS tax collection and is currently awaiting a decision from the tax authorities.

The Company has been required to provide surety bonds of R$ 446.2 million (approximately $ 81.4 ) as of June 30, 2025, to guarantee payment if the case is resolved against Coty.

The Minas Gerais State tax ICMS assessment received in November 2020 is currently at the judicial process.

The Company has been required to provide surety bonds of R$ 311.9 (approximately $ 56.7 ) as of June 30, 2024, to guarantee payment if the case is resolved against Coty.

The Company has been required to provide surety bonds of R$ 347.4 million (approximately $ 63.4 ) as of June 30, 2025, to guarantee payment if the case is resolved against the Company.

All other cases are currently in the administrative process.

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The Company believes it has meritorious defenses and it has not recognized a loss for these assessments as the Company does not believe a loss is probable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Other Commitments

5 unchanged sentences

In connection with the sales of certain businesses, the Company has assigned its rights and obligations under a real estate lease to JAB Partners LLP.

The remaining term of this lease is approximately seven years .

The remaining term of this lease is approximately six years .

While the Company is no longer the primary obligor under this lease, the lessor has not completely released the Company from its obligation, and holds it secondarily liable in the event that the assignee defaults on the lease.

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See Note 20—Share-Based Compensation Plans for more information on the Award.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Relationship with KKR

2 unchanged sentences

As a result of various conversions/exchanges described below, KKR no longer holds any preferred stock of the Company and no longer has the right to designate any directors to the Company's Board of Directors.

• On November 16, 2020, KKR Aggregator and affiliated investment funds agreed to sell 146,057 shares of Series B Preferred Stock to HFS Holdings S.à r.l, a private limited liability company incorporated under the laws of Luxembourg that is beneficially owned by Peter Harf, a director of the Company.

The transaction, which was subject to customary closing conditions, closed on August 27, 2021.

• On September 10, 2021, KKR Aggregator converted a portion of its Series B Preferred Stock into Class A common stock and completed a secondary public offering of the converted shares of Class A common stock.

• On October 20, 2021, the Company completed the sale of a 9.4 % stake in Wella to KKR Aggregator in exchange for the redemption of 290,465 shares of KKR's Series B Convertible Preferred Stock shares in Coty and a portion of unpaid dividends .

• On November 10, 2021, KKR Aggregator converted 123,219 shares of Series B Preferred Stock, and $ 1.2 of unpaid dividends into 19,944,701 shares of Class A common stock.

Immediately after the conversion, KKR Aggregator completed a sale of 19,944,701 shares of Class A common stock.

• On November 30, 2021, Coty completed the sale of an additional 4.7 % stake in Wella to KKR Aggregator.

The Company’s total shareholding in the Wella Company is now 25.84 %.

From time to time, certain funds held by KKR may hold the Company’s Senior Secured and Unsecured Notes (as defined in Note 12—Debt).

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On December 22, 2021, the Company entered into an agreement with (“KKR Bidco”) related to post-closing adjustments to the purchase consideration the Wella Business.

In relation to this contingent consideration agreement, the Company received cash proceeds of $ 6.0 during fiscal 2024 and recognized gains of $ 19.7 , $ 30.8 , and $ 0.7 , during fiscal 2024, 2023 and 2022, respectively, reported in Other expense (income), net.

In connection with the sale of the Wella Business, the Company and Wella entered into a Transitional Services Agreement (“TSA”).

Subject to the terms of this TSA, the Company will perform services for Wella in exchange for related service fees.

Such services include billing and collecting from Wella customers, certain logistics and warehouse services, as well as other administrative and systems support.

In relation to this contingent consideration agreement, the Company recognized gains of $ 10.1 , $ 19.7 , and $ 30.8 , during fiscal 2025, 2024 and 2023, respectively, reported in Other expense (income), net.

In connection with the sale of the Wella Business, the Company and Wella entered into a Transitional Services Agreement (“TSA”) and the Company performed services for Wella in exchange for related service fees.

The Company and Wella have mutually agreed to end the contracted TSA services on January 31, 2022, as well as previously existing distribution services in Brazil during fiscal 2024.

The Company and Wella continue to have in place manufacturing arrangements to facilitate the Wella Business transition in the U.S.

TSA fees and other fees earned were $ 2.2 and $ 10.0 , respectively, for the year ended June 30, 2024, $ 3.3 and $ 7.6 , respectively for the year ended June 30, 2023, and $ 87.5 and $ 6.7 , respectively for the year ended June 30, 2022.

The TSA fees are principally invoiced on a cost plus basis.

The TSA fees and other fees were included in Selling, general and administrative expenses and Cost of sales, respectively, in the Company's Statement of Operations.

As of June 30, 2024, accounts receivable from and accounts payable to Wella of $ 40.0 and nil , respectively, were included in Prepaid expenses and other current assets and Accrued expenses and other current liabilities, respectively, in the Company's Balance Sheets.

Additionally, as of June 30, 2024, the Company has accrued $ 33.5 related to long-term payables due to Wella included in Other noncurrent liabilities in the Company's Consolidated Balance Sheet.

In accordance with the separation agreement with Wella, Coty shall retain and be solely responsible for any amounts payable to former Coty employees transferred to Wella (“Wella employees”), who participated in the Coty Long-Term Incentive Plan.

The Wella employees will continue to participate and vest on the current terms for the remaining vesting period after the separation.

As such, Coty will continue to recognize the share-based compensation expense for Wella employees until the existing equity awards reach their vesting date.

For the years ended June 30, 2024, 2023, and 2022 Coty recorded $ 2.1 , $ 4.6 , and $ 0.7 of share-based compensation expense related to Wella employees, which was presented as part of Other expense (income), net in the Consolidated Statements of Operations.

TSA fees and other fees earned were $ 0.2 and $ 5.0 , respectively, for the year ended

& SUBSIDIARIES

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($ in millions, except per share data)

The Company also entered into an agreement with Wella to provide management, consulting and financial services to Wella and its direct and indirect divisions, subsidiaries, parent entities and controlled affiliates (in assisting it in the management of its business).

Fees earned and reflected in Other expense (income), net in fiscal years 2024, 2023 and 2022 were $ 1.2 , $ 2.7 , and nil respectively.

June 30, 2025, $ 2.2 and $ 10.0 , respectively, for the year ended June 30, 2024, and $ 3.3 and $ 7.6 , respectively for the year ended June 30, 2023.

Fees are principally invoiced on a cost plus basis and were included in Selling, general and administrative expenses and Cost of sales, respectively, in the Company's Statement of Operations.

Fees earned and reflected in Other expense (income), net in fiscal years 2025, 2024 and 2023 were $ 1.2 , $ 1.2 , and $ 2.7 , respectively.

As of June 30, 2025, accounts receivable from and accounts payable to Wella of $ 34.6 and $ 0.4 , respectively, were included in Prepaid expenses and other current assets and Other current liabilities, respectively, in the Company's Balance Sheets.

Additionally, as of June 30, 2025, the Company has accrued $ 35.1 related to long-term payables due to Wella included in Other noncurrent liabilities in the Company's Consolidated Balance Sheet.

Coty will continue to recognize the share-based compensation expense for Wella employees until the existing equity awards reach their vesting date.

For the years ended June 30, 2025, 2024 and 2023, Coty recorded $ 0.7 , $ 2.1 , and $ 4.6 of share-based compensation expense related to Wella employees, which was presented as part of Other expense (income), net in the Consolidated Statements of Operations.

The Company has certain sublease arrangements with Wella after the sale.

For the years ended June 30, 2025, 2024 and 2023, the Company reported sublease income of $ 7.6 , $ 8.2 , and $ 9.1 from Wella.

The disinterested members of the Board reviewed and approved the entry into a license agreement with Orveda, an ultra-premium skincare brand co-founded by Coty’s CEO, Sue Nabi.

Nabi has no continuing formal role at Orveda or economic interest in Orveda as a result of divesting her interests which was settled in cash in December 2021;

however her business partner and co-founder, Nicolas Vu, is the sole owner and CEO of Orveda, and Mr.

Vu also provides consulting services to Coty under the terms of a separate agreement.

The initial term of the Orveda license agreement is five years , with two five-year automatic renewals subject to the achievement of certain net revenue milestones.

The principal terms of the license agreement are consistent with other Coty prestige licenses and the Board determined that the terms were no more favorable than to an unaffiliated third party.

Consulting Services and Other Arrangements

Until June 30, 2023, Beatrice Ballini, a director, served as a senior member of the Retail Practice and a leader of the Board and CEO Advisory Partners group at Russell Reynolds Associates.

From time to time, the Company has engaged Russell Reynolds Associates, a global leadership and search firm, for recruiting assistance.

The amounts of such services provided to the Company for fiscal 2023 and 2022 were $ 0.9 and $ 0.7 , respectively.

Until June 30, 2023, director Beatrice Ballini was a senior member at Russell Reynolds Associates, which provided $ 0.9 in recruiting services to the Company in fiscal 2023.

As of fiscal 2024, Russell Reynolds Associates is no longer a related party.

SUBSEQUENT EVENTS

The Company evaluated the effect of events and transactions subsequent to the consolidated balance sheet date of June 30, 2024 through the date of issuance of the Consolidated Financial Statements and determined that no subsequent events have occurred that require recognition in the Consolidated Financial Statements or disclosure in the notes to the Consolidated Financial Statements.

On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law.

The Act includes changes to U.S.

tax law that will be applicable to the Company beginning in July 2025.

These changes include provisions allowing accelerated tax deductions for qualified property and research expenditures.

The Company is in the process of evaluating the impact of the Act to its consolidated financial statements.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures