What changed in this filing

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Item 1. Business

2026-08-20 compared with 2025-08-21 · 46 added, 49 removed, 171 unchanged (36% of the section changed)

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is one of the world’s largest beauty companies with an iconic portfolio of brands across fragrance, color cosmetics, and skin and body care.

Over the past few years, we have implemented a comprehensive transformation agenda (the “Transformation Plan”), focusing on our core go-to-market competencies, simplifying our capital structure and deleveraging our balance sheet.

Following this transformation, we continue to make progress on our strategic priorities, including leveraging our leadership position and capabilities in global fragrances to fuel expansion.

We will continue expanding our presence in a limited number of structurally profitable and growing beauty categories, in growth channels such as e-commerce and the Travel Retail channel, all while establishing Coty as an industry leader in sustainability.

We have sharpened our priorities to capitalize on structural tailwinds in the fragrance market.

We are leveraging our leadership in fragrance innovation, licensing, and manufacturing to expand across price points, from mass to ultra-premium.

With slower growth in China’s beauty market, we have shifted focus to a broader set of emerging markets and the U.S.

In Prestige, we are accelerating our fragrance business with exceptional new launches and franchise-building extensions, expanding our premium and ultra-premium category portfolio, extending into the rapidly growing fragrance mist adjacency with multiple brands, while also enhancing assortment of our Prestige cosmetic products.

In Consumer Beauty, we aim to improve performance and profitability through agile innovation, social media advocacy, and expansion into body mists and masstige fragrances.

Skincare remains a strategic focus, but achieving scale takes time, and we will pursue this while remaining very mindful of the investment demands.

We also continue to advance key sustainability priorities.

We have been engaged in the process of strategic planning and portfolio assessment designed to position the Company for consistent, profitable growth.

In September 2025, we announced a strategic review of the Company’s consumer beauty business, including its mass color cosmetics business and associated brands and the Company’s distinct Brazil business comprised of local Brazilian brands.

In January 2026, Markus Strobel was appointed as our Executive Chairman and Interim Chief Executive Officer, and in March 2026, the Company’s Board of Directors appointed five new independent directors.

While our long-term objectives remain focused on value creation, growth, profitability, and deleveraging, our Interim CEO continues to conduct a comprehensive review of the business to assess opportunities to enhance performance, strengthen competitive positioning, and improve execution across key areas.

We are focused on leveraging our leadership position and capabilities in global fragrances to fuel expansion.

We will continue strengthening our presence in a limited number of structurally profitable and growing beauty categories, in growth channels such as e-commerce and the Travel Retail channel, all while continuing to deliver against our key sustainability priorities.

We have sharpened our priorities to capitalize on structural tailwinds in the fragrance market, while responding to recent performance challenges.

Through our Coty.Curated strategic framework, we are focused on fewer, bigger and better initiatives, greater marketing sufficiency, improved supply reliability, stronger consumer engagement and advocacy, and more productive innovation and portfolio choices.

In both Prestige and Consumer Beauty, we are focused on returning to market share growth, accelerating data-driven operations powered by AI, and improving our advocacy capability and execution.

We are also evaluating our central organization, manufacturing and asset base, and certain market structures to adjust our scope and size for our future business.

All dollar amounts in the following discussion are in millions of United States (“U.S.”) dollars, unless otherwise indicated.

Operating and reportable segments (referred to as “segments”) reflect the way the Company is managed and for which separate financial information is available and evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance.

The Company has designated its Chief Executive Officer as the CODM.

The Company has designated its Interim Chief Executive Officer as the CODM.

For segment financial information and information about our long-lived assets, see Note 3— Segment Reporting in the notes to our Consolidated Financial Statements.

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Rimmel* Marc Jacobs

Risque* Orveda

Sally Hansen* philosophy*

Vera Wang Tiffany & Co.

Risque* philosophy*

Sally Hansen* Tiffany & Co.

* Indicates an owned beauty brand.

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We utilize in-depth brand and market data analytics to develop branding, merchandising and marketing execution strategies to maximize the consumer experience and build a better business.

We have implemented artificial intelligence (“AI”) tools to

power our media allocation models and support content creation and optimization, including search engine optimization copy generation and translation, to improve efficiency and reach of our marketing campaigns.

We have implemented artificial intelligence (“AI”) tools to power our media allocation models and support content creation and optimization, including search engine optimization copy

generation and translation, to improve efficiency and reach of our marketing campaigns.

We are also deploying improvements across touchpoints to drive generative engine optimization, to strengthen our brands’ visibility and recommendations by top AI platforms.

Distribution Channels and Retail Sales

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however, certain retailers accounted for more than 10% of net revenues within certain geographic markets and segments.

In fiscal 2025, Walmart and A.S.

Watson, our top retailers, each accounted for approximately 4% of total Coty Inc.

net revenues.

Innovation is a pillar of our business.

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We have begun to implement advanced digital solutions to streamline and enhance our supply chain operation, including AI and machine learning tools for demand planning, and continue to explore options to further optimize our supply chain operations.

In fiscal 2025, we established a global supply chain hub in Barcelona to centralize supply chain operations and drive efficiencies to improve service levels, inventory management and carbon impact, and we will continue to evaluate our full manufacturing and sourcing ecosystem to enable the delivery of consistent improvement in costs of goods sold.

We established a global supply chain hub in Barcelona to drive efficiencies to improve service levels, inventory management and carbon impact, and we will continue to evaluate our full manufacturing and sourcing ecosystem to enable the delivery of consistent improvement in costs of goods sold.

There is significant and increasing competition within each market where our products are sold.

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While we consider our patents and copyrights, and the protection thereof, to be important, no single patent or copyright, or group of related patents or copyrights, is material to the conduct of our business.

As of June 30, 2026, we maintained 22 brand licenses.

Products representing 48% of our fiscal 2026 net revenues are manufactured and marketed under brands owned by us or under licenses which are effectively perpetual.

Products representing 37% of our fiscal 2026 sales are under exclusive license agreements granted to us for use on a worldwide and/or regional basis with a remaining duration spanning from 6 to 24 years.

As of June 30, 2025, we maintained 22 brand licenses.

In addition, approximately 60% of our fiscal 2025 net revenues were attributable to prestige fragrance, of which approximately 91% was from our top seven prestige fragrance brands.

Approximately 81% of the revenues from our top seven fragrance brands were from licenses with remaining durations spanning from approximately 7 to 20 years, or perpetual.

In addition, approximately 66% of our fiscal 2026 net revenues were attributable to our Prestige segment, of which approximately 85% was from our top seven Prestige brands.

Our licenses impose obligations and restrictions on us that we believe are common to many licensing relationships in the beauty industry, such as paying annual royalties on net sales of the licensed products, maintaining the quality of the licensed products and the image of the applicable trademarks, achievement of minimum sales levels, promotion of sales and qualifications and behavior of our suppliers, distributors and retailers.

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Certain brand licenses provide for automatic extensions, so long as minimum annual royalty payments are made, while renewal of others is contingent upon attaining specified sales levels or upon agreement of the licensor.

None of our top seven licenses are up for non-automatic renewal before 2028, with an average remaining duration of 13 years.

Other than Gucci Beauty, our top seven Prestige licenses have a remaining durations spanning from approximately 6 to 15 years, or perpetual.

In July 2026, we agreed to transition the Gucci Beauty license back to Kering one year prior to its originally scheduled expiration, in exchange for cash proceeds.

Pursuant to the terms of the Termination Agreement, Coty will continue to operate the Gucci Beauty brand through at least June 30, 2027.

For additional risks associated with our licensing arrangements, see “Risk Factors— Our brand licenses may be terminated if specified conditions are not met, and we may not be able to renew expiring licenses on favorable terms or at all ” and “Risk Factors— Our failure to protect our reputation, or the failure of our brand partners or licensors to protect their reputations, could have a material adverse effect on our brand images ”.

Human Capital

As of June 30, 2025, we had approximately 11,636 full-time employees in over 36 countries.

As of June 30, 2026, we had approximately 11,335 employees in over 37 countries.

In addition, we typically employ a large number of seasonal contractors during our peak manufacturing and promotional season.

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Beauty of our Planet, Beauty of our People and Governed Beautifully, while the Beauty of our Products sits at heart of everything we do.

We report annually on our progress towards our sustainability targets through a separate sustainability report.

We report annually on our progress towards our sustainability targets through a separate sustainability report, and, due to our dual-listing in France, publish a report in accordance with the E.U.

Corporate Sustainability Reporting Directive (“CSRD”).

Our sustainability reports and other information on our sustainability initiatives and achievements are available on our website.

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The Sustainability Office provides formal updates to both the EC and the Board at least once a year.

Our Board provides oversight, including through its committees and our Board member for ESG.

Our Board provides oversight, including through its committees.

The Sustainability Office and our business leaders work to drive change and lead our reporting and due diligence efforts.

Our Sustainability Office also works closely with Coty’s brands and external partners to implement, evolve, and communicate Beauty That Lasts.

To enable our sustainability strategy to reflect our impact, the views of our stakeholders, and the risks and opportunities sustainability issues have for our business, in fiscal 2025, we completed a double materiality assessment in line with European Sustainability Reporting Standards (“ESRS”) guidance.

To enable our sustainability strategy to reflect our impact, the views of our stakeholders, and the risks and opportunities sustainability issues have for our business, in fiscal 2026, we refreshed our double materiality assessment in line with European Sustainability Reporting Standards (“ESRS”) guidance.

Our identified material topics will guide our program and inform our future reporting.

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We also expect our suppliers to implement responsible practices and aim to manage any negative environmental, social, or economic impacts through our Code of Conduct for Business Partners, supplier assessments and ethical sourcing practices.

In fiscal 2026, we launched our new supplier program, Coty.Allyance, to enable more intentional partnerships with suppliers that support our performance priorities and align with our sustainability standards.

The Beauty of Our Planet

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We are committed to minimizing the environmental impact of our operations.

Our short-term greenhouse gas (“GHG”) emissions targets are approved by the Science Based Target initiative (“SBTi”).

The targets cover our GHG emissions for scopes 1 and 2, renewable electricity commitment and our GHG reduction for scope 3.

In November 2023, we committed to the SBTi to set emissions reduction targets in line with science-based net-zero 1 .

In fiscal 2026, the Science Based Targets initiative validated Coty’s net-zero commitment for fiscal 2050 under the Net-Zero Standard.

This approval confirms that Coty’s near- and long-term goals align with the latest climate science, supporting global efforts to limit warming to 1.5°C.

We also updated our near-term Scope 1 and 2 emissions reduction goal and reaffirmed our Scope 3 emissions target.

We continue to focus on the implementation of these targets with the development of operational plans.

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packaging, formula, sourcing, transportation, media, merchandising and the impact of our own operations.

For the first time, we conducted a climate risks assessment in line with Task Force on Climate-related Financial Disclosures (“TCFD”) framework to improve our risks and opportunities assessment.

Our products have an important role to play in building a sustainable future for the beauty sector.We are changing the way we design, formulate and manufacture in order to minimize our environmental impact and create innovative products.

1 Per SBTi target setting process, targets will be set within 24 months of November 2023.

introduced an internal product ‘Carbon Kind’ score, which acts as launch acceptance criteria for all new products, embedding a quantitative measure of eco-design into our design process.

Our products have an important role to play in building a sustainable future for the beauty sector.

We are changing the way we design, formulate and manufacture in order to minimize our environmental impact and create innovative products.

We continue to assess the carbon impact of our new product launches using an internal scoring methodology.

Packaging contributes to our environmental footprint.

In 2024, we shared ambitious new packaging targets to promote circular design.

We also introduced our first water target to reduce our water withdrawal, strengthening our commitments to reducing our environmental impact.

We recognize that sustainability efforts require collaboration which goes beyond our own organization.

In 2024, we rejoined the Ellen MacArthur Foundation Network as a Member to support us to implement and scale circular design.

We measure our progress against existing packaging targets and implement principles from the Ellen MacArthur Foundation (“EMF”) Network.

In fiscal 2026, we also joined the EMF 2030 Plastics Agenda for Business.

Our environmental efforts were recognized in the CPD Climate Change disclosure, with our score upgraded to A from A-, placing Coty on the A-List.

We continue to evaluate and modify our processes and activities to further limit our impact on the environment as we implement our sustainability strategy.

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We recognize the importance of diverse leadership and perspectives.

We have been focused on making progress on pay equity for similar roles and performance, regardless of gender, and will report our progress in our upcoming sustainability report.

We are committed to paying equitably for similar roles and performance, regardless of gender, and report our progress in our annual sustainability report.

We continue to focus on the development of our associates to foster their career growth.

Our training programs at the Coty Academy are designed to align with business priorities and to enhance essential skills such as personal effectiveness, people management, and leadership.

Our training programs via the Coty Academy are designed to align with business priorities and to enhance essential skills such as personal effectiveness, people management, and leadership.

Additionally, in fiscal 2026 we launched a new Pulse Survey to better understand our teams and rolled out our PowerUp manager training and Supercharge Coty with AI programs.

Our global Health and Safety Policy governs the management of work-related health and safety risks across all our manufacturing and distribution sites, including corporate offices.

Consumer safety is a top priority.

In fiscal year 2025, we published our Product and Ingredient Policy, outlining the standards and procedures we follow when selecting ingredients and materials for usage in our products.

Consumer safety is a top priority, with our Product and Ingredient Policy outlining the standards and procedures we follow when selecting ingredients and materials for usage in our products.

Our impact on people reaches across our entire value chain.

Managing our supply chain responsibly involves diligent attention to raw materials that may pose potential human rights risks.

In calendar year 2024, we conducted a new third-party human rights risk mapping of Coty’s procurement functions against leading recognized indicators.

Our Sustainable Sourcing program focuses on managing our supply chain responsibly through diligent attention to raw materials that may pose the highest potential human rights risks.

Government Regulation

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In particular, certain of our E.U.

entities will be subject to the extensive disclosure requirements of the Corporate Sustainability Reporting Directive (“CSRD”), which has entailed, and will continue to entail, significant compliance efforts and costs.

entities are subject to the extensive disclosure requirements of the CSRD, which has entailed, and will continue to entail, significant compliance efforts and costs.

Regulators increased focus on climate change and other sustainability issues may lead to more scrutiny by investors and other stakeholders in Europe.

We continuously assess our compliance obligations and the impact the European Union Deforestation Regulation (“EUDR”) will have on our business as it will require due diligence on our value chain to ensure covered commodities and related products do not contribute to global deforestation and forest degradation.

We continuously assess our compliance obligations and the impact the European Union Deforestation Regulation (“EUDR”) will have on our business as it requires due diligence on our value chain to ensure covered commodities and related products do not contribute to global

deforestation and forest degradation.

In addition, the E.U.’s Corporate Sustainability Due Diligence Directive (“CSDDD”), expected to apply from 2027, may subject certain of our E.U.

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In the U.S., certain states, such as California, have proposed and adopted legislation relating to corporate climate disclosures, chemical disclosure and other requirements related to the content of our products.

For more information, see “Risk Factors—

Changes in laws, regulations and policies that affect our business or products could adversely affect our business, financial condition and results of operations.

For more information, see “Risk Factors— Changes in laws, regulations and policies that affect our business or products could adversely affect our business, financial condition and results of operations.

The Company’s sales generally increase during the second fiscal quarter as a result of increased demand associated with the winter holiday season.

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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 1. Business