What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-08-20 compared with 2025-08-21 · 372 added, 310 removed, 654 unchanged (51% of the section changed)

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and we are committed to protecting the planet.

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 and across scenting formats.

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

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 demand.

We also continue to advance key sustainability priorities.

Strategic Progress

We have been making progress on our strategic priorities.

In Consumer Beauty, we have implemented the relaunch of our top brands.

We are now focusing on diversifying our business by overdriving mass fragrances and adjacencies, while accelerating our color cosmetics business through digital advocacy, channel diversification and on-trend innovation, all of which is intended to step change our Consumer Beauty profitability.

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 the assortment of our Prestige cosmetic products.

We are continuing to thoughtfully expand our skincare portfolio (which contributed a mid-single digit percentage of our fiscal 2025 net revenue).

We continue to expand our e-commerce capabilities across our portfolio, through online launches, our digital advocacy strategy and active participation in key online shopping events.

We are adjusting our strategy in step with the beauty market evolution.

Our aim is to continue expanding our footprint and diversifying into a limited number of structurally profitable and growing beauty categories and geographic markets at scale.

We are leveraging and overdriving our leadership position and best-in-class capabilities in global fragrances to fuel strong expansion— with fragrances already constituting more than 65% of our fiscal 2025 net revenues and an even larger portion of our profits.

During the third quarter of fiscal 2025, we formulated a new plan, which was announced on April 24, 2025, to strengthen our operating model and simplify our fixed cost structure (the “Fixed Cost Reduction Plan”).

Cash costs associated with the program include restructuring and business structure realignment costs and are expected to be approximately $80.0, roughly evenly split between fiscal 2026 and fiscal 2027.

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

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

Markus Strobel was appointed by the Board of Directors (the “Board”) as Executive Chairman of the Board and Interim Chief Executive Officer (“Interim CEO”), effective January 1, 2026 , 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 also evaluating our central organization, manufacturing and asset base, and certain market structures to adjust our scope and size for our future business.

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

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

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 are methodically implementing the Coty.Curated strategic framework announced in the third quarter of fiscal 2026, centered on sharper priorities, more focused investments, improved execution, and increased support behind our core businesses.

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

On July 2, 2026 we announced that the Interim CEO will temporarily take direct control of Prestige commercial operations.

This change will bring leadership closer to the markets, allows for faster decision-making, and sharpens accountability for sell-out and market share.

As part of these changes, Coty will integrate Prestige R&D and sustainability with supply chain into one simplified function.

Bringing prestige innovation, sustainability, and supply chain together under one leader streamlines how the company develops and delivers behind its core businesses.

As part of the ongoing strategic review of the Consumer Beauty business, we continue to make progress on our “Color the Future” roadmap to improve Consumer Beauty cosmetics performance, supported by more consistent media investment behind key franchises, a more focused innovation pipeline, ongoing value chain optimization, and actions to stabilize gross margins over time.

Global Economic Landscape and Business Impact

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As a geographically diverse company we are susceptible to global economic trends, geopolitical conflicts, domestic and foreign governmental policies, and changes in foreign exchange rates.

In particular, challenging economic conditions in China have had, and are expected to continue to have, an impact on our strategic initiatives including our growth agenda in the region for Prestige products and our skincare growth priorities.

We remain attentive to economic and geopolitical conditions that may materially impact our business.

We also continue to monitor and take actions to address the impact to our Consumer Beauty brands in China.

Recent changes in U.S.

and international trade policies—particularly tariff increases—and the ongoing uncertainty surrounding such policies may present challenges to our business operations and financial condition.

These challenges may include supply chain disruptions and commodity price volatility, resulting in increases in our cost of goods sold.

These challenges may include supply chain disruption s and commodity price volatility, resulting in increases in our cost of goods sold.

Under the current tariff framework, the biggest areas of potential challenges for us are prestige fragrances shipped to the U.S.

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environments.

We have successfully transitioned mass fragrance production—including key brands such as Adidas, Origen, and Nautica—as well as fragrance mists to our U.S.

We have successfully transitioned mass fragrance production, production for certain entry-level prestige fragrance products, and fragrance mists to our U.S.

manufacturing site.

Additional transfers of entry-level prestige fragrance products are planned for early in the third quarter of fiscal 2026, further optimizing U.S.

In the short term, we are accelerating dual sourcing for all entry-level prestige products by leveraging regional input materials, and future launches will be developed with dual production capabilities.

In the short term, we are accelerating dual sourcing for certain entry-level prestige products by leveraging regional input materials, and future launches will be developed with dual production capabilities.

We expect that any increases in our cost of goods sold will be balanced with minimal price adjustments to ensure competitiveness.

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We will also continue to collaborate with external partners to strengthen our domestic manufacturing capabilities, supporting our goal of a robust, U.S.-based supply chain.

We estimate additional costs related to tariff increases to be around approximately $70.0 before any mitigating actions taken by the Company.

We expect that certain non-price related mitigating actions will offset $15.0-$20.0 of the impact from tariffs.

The vast majority of these costs are expected to be incurred in fiscal 2026, based on analyses of announcements made by the U.S.

administration including those on April 2, 2025 and on August 1, 2025, as well as announcements by U.S.

trade partners.

Despite our efforts, reductions in consumer confidence and discretionary spending could impact demand for our products and negatively affect our sales.

On February 20, 2026, the U.S.

Supreme Court issued a decision addressing the scope of tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”).

This ruling may allow for the recovery of IEEPA tariff amounts previously paid.

The ruling leaves uncertainties regarding the timing and administration of any potential IEEPA tariff refunds by the U.S.

government and may be subject to fu rther legal and regulatory developments.

Following the U.S.

Supreme Court ruling, the administration replaced the invalidated IEEPA tariffs with tariffs under Section 122 of the Trade Act of 1974, in addition to any existing non-IEEPA tariffs.

On April 20, 2026, Customs and Border Patrol “(CBP”) began accepting phase one IEEPA claim submissions for validation and processing in the Consolidated Administration and Processing of Entries system.

On May 7, 2026, the U.S.

Court of International Trade (“CIT”) ruled that Section 122 tariffs are unlawful;

however, the court’s injunction applies only to the named plaintiffs, while tariffs remain in effect for all other importers pending appeal.

On May 29, 2026, the administration issued notice to the CIT of its intent to appeal the court’s order requiring universal refunds and the reliquidation of finally liquidated entries.

On July 24, 2026, the previous Section 122 tariffs expired and tariffs under Section 301 with rates of 10% to 12.5% went into effect.

The Company is actively pursuing refund recovery activities related to IEEPA tariffs following ongoing validation and reconciliation of its claims;

however, recovery of such amounts is ultimately contingent upon CBP review and acceptance of the Company's submissions and supporting documentation.

As a result, the amount and timing of any refunds ultimately received could differ materially from the amounts claimed.

We have incurred $29.3 in costs related to tariff increases, after mitigating actions, in fiscal 2026.

We expect to incur $3.4 in costs, after mitigating actions, in the first quarter of fiscal 2027.

Despite our efforts, reductions in consumer confidence and discre tionary spending could impact demand for our products and negatively affect our sales.

We are closely monitoring developments, evaluating potential impacts, and proactively taking steps to mitigate adverse effects on our business.

Middle East Conflict:

In February 2026, geopolitical tensions in the Middle East escalated significantly leading to a military conflict involving the United States, Israel, and Iran, and resulting in regional instability and increased volatility in global energy markets.

We have mitigated certain direct impacts, including those related to disruptions in regional shipping routes such as transit through the Strait of Hormuz .

Continued or expanded conflict could adversely affect global economic conditions, supply chains, transportation logistics, and customer demand, and is expected to impact our financial condition, and results of operations.

Impacts may vary depending on how conditions develop across the region and in global markets.

Net revenues in the Middle East accounted for approximately mid-single digit percentage of our consolidated net revenue for fiscal 2026 and d eclined year over year by a mid-single digit percentage, with a larger impact in the second half of the year after the start of the regional conflict.

The Middle East accounted for approximately mid-single-digit percentage and low-single-digit percentage of Prestige and Consumer Beauty segment fiscal 2026 net revenues, resp e ctively.

We currently estimate that, if Brent crude oil prices fall within the range of $90 to $100 per barrel due to the Middle East conflict, our operating results in fiscal 2027 could be impacted by an increase of approximately $20.0 to $30.0 in cost of goods sold.

Market Trends and Sales Performance

Changing market trends continue to impact sales of our products across and within product categories and geographic regions.

Consumer demand for beauty remains resilient, with continued growth in fragrances and cosmetics, although consumers are increasingly selective in their purchasing decisions.

• Fragrances :

We believe fragrances will remain a structurally advantageous category, supported by beauty category-leading brand loyalty, strong consumer demand, increasing usage, broader price points and formats, and expanding global penetration.

In fiscal 2025, our fragrance category experienced low-single digit percentage net revenue growth compared to the previous fiscal year, driven by high-single digit percentage, but decelerating, growth in the overall fragrance market.

Net revenues from prestige fragrances increased by a low-single digit percentage in fiscal 2025, reflecting a deceleration in growth compared to the prior year, as the contribution from our fragrance innovation this fiscal year was more moderate than the contribution from major innovations in the previous fiscal year.

With a slate of new launches scheduled for fiscal 2026 and beyond, we believe that our prestige fragrances are strategically positioned to achieve sustained growth and strong momentum across key markets.

Within our Consumer Beauty segment, we are planning exciting new fragrance launches and strategic retail partnerships, expanding our mass fragrance presence into value segments.

By innovating with leading brands and leveraging high-performing digital channels, we believe we are well positioned to build awareness and fuel demand.

We believe fragrances will remain a structurally advantageous, though highly competitive, category, supported by beauty category-leading brand loyalty, strong consumer demand, increasing usage, broader price points and formats, and expanding global penetration.

Overall, the Prestige fragrance market grew by mid-single digits.

Our net revenues from prestige fragrances decreased by a low-single digit percentage in fiscal 2026, compared to low-single digit growth in the prior year.

The Gucci license exit will result in a decrease in net revenues and net income in fiscal 2028;

we expect partial mitigation of the impact as a result of anticipated major launches across several of our top brands and a planned calendar 2027 debut of Swarovksi fragrances.

Net revenue from Consumer Beauty fragrance declined by high-single digits in fiscal 2026, while the mass fragrance market grew by low-double digits.

Within our Consumer Beauty segment, we are planning to concentrate resources behind core brands and priority markets while simplifying the broader portfolio.

• Color Cosmetics :

Our net revenues from mass color cosmetics declined by low-double digits percentage during the same period due to a weakening in market demand, particularly in the United States and in several European markets.

Our net revenues from prestige color cosmetics declined by a double-digits percentage, impacted by economic conditions in Asia affecting a key brand in the region.

Our net revenues from prestige color cosmetics increased by a double-digits percentage, outpacing the mid-single digit growth of the prestige color cosmetics market, driven by strong sales from Burberry and Kylie cosmetics.

We believe new portfolio additions from Marc Jacobs Beauty makeup, will further elevate our performance.

In Consumer Beauty, color cosmetics net revenues declined by a mid-single digit percentage despite mid-single digit market growth.

Encouragingly, through the second half of fiscal 2026 we narrowed our retail sales gap to the market in certain Consumer Beauty color cosmetics brands, with sell-out performance in the United States improving for CoverGirl and Sally Hansen.

• Skin and Body Care :

Our skincare portfolio contributed a mid-single digit percentage of our fiscal 2025 net revenue.

Competitive pricing actions in Brazil negatively impacted demand for certain of our deodorant brands leading to a high-double digit percentage decline in our body care net revenues during fiscal 2025, despite positive trends in the overall mass body care market.

Positive, but decelerating, market trends in Brazil have supported volumes in the overall Consumer Beauty business, despite having a negative impact on the segment’s gross and operating margins.

Net revenues from Prestige skincare decreased by a low-single digit percentage in fiscal 2026, despite mid-single digit market growth.

In Prestige skincare, profitability has improved materially in the past quarter as we transition out of a multi-year investment phase and sharpen our focus on the brands, markets and channels with the strongest return potential.

Net revenues from Consumer Beauty skin and body care increased by a low-single digit percentage in fiscal 2026, an improvement from the low-double digit percentage decline in net revenues in fiscal 2025.

Competitive pricing actions in Brazil that pressured demand for certain of our deodorant brands eased in the final months of fiscal 2026 and we are seeing an acceleration of our sell-out growth supported by positive trends in the Brazil mass body care market.

• Geographic Regions :

Net revenue in the Americas declined by a high-single digit percentage during fiscal 2025, driven by softness within the color cosmetics market in the United States.

Net revenue from EMEA increased by a low-single digit percentage due to decelerating growth across most European markets.

Net revenue in the Asia Pacific region declined by a high-single digit percentage in fiscal 2025, impacted by continued economic challenges in China affecting certain of our brands, and a decline in sales in the Asia Travel Retail channel.

Asia Travel Retail channel sales were negatively affected by regulatory restrictions in Asia aimed at formalizing cross-border shopping, which reduced daigou (surrogate shopping) purchases.

We expect that some of the market trends may continue into fiscal 2026.

Net revenues in the Americas declined by a low-single digit percentage during fiscal 2026, despite market growth in the United States.

Net revenues from Europe, the Middle East and Africa (“EMEA”) declined by a low-single digit percentage due to contraction in some European markets and decelerating growth across most other European markets, in addition to impacts from the Middle East conflict.

Net revenues in the Asia Pacific region increased by a low-single digit percentage in fiscal 2026, reflecting a return to market growth in China and contributions from Asia Travel Retail.

We expect fiscal 2027 to be a transition year as we strengthen our business and continue shaping a simpler, more focused Coty, factoring in the expected Gucci exit by fiscal 2028 and final decisions related to our strategic review of Consumer Beauty.

The Gucci license exit will result in a decrease in net revenues and net income in fiscal 2028.

We intend to take actions to mitigate this impact, including strengthening our innovation pipeline for our core prestige fragrance brands and supporting portfolio initiatives across our other major brands, with the goal of improving sales and profitability.

We will continue to develop robust plans to mitigate the impact of the Gucci license exit while balancing other priorities that remain a focus of our ongoing strategic review.

In anticipation of the Gucci license exit, we are developing a savings plan and expect to begin implementation in the second half of fiscal 2027.

The plan will target stranded central and divisional costs through changes to the global go-to-market setup, manufacturing and distribution footprint, organizational layers, and the rightsizing of central functions.

Financial Outlook

We expect that our reported net revenue for the first half of fiscal 2026 will decline in the low-single digit percentage versus the prior year, which includes an estimated low-single digit percentage benefit from foreign exchange.

We anticipate that our first half fiscal 2026 gross margin will be pressured as a result of lower sales as well as the net impact from tariffs, with some easing in the second half fiscal 2026 as a result of mitigation efforts.

We are re-accelerating our cost reduction efforts across to deliver savings of approximately $80.0 in fiscal 2026.

We expect that our reported net revenue for the second half fiscal 2026 will return to growth versus the prior year, supported by major launches across both our Prestige and Consumer Beauty segments and more favorable comparisons.

We expect our reported net revenues for the first quarter of fiscal 2027 to decline by a low- to mid-single-digit percentage compared with the prior year, including a neutral impact from foreign exchange.

We anticipate that our gross margin for the first quarter of fiscal 2027 will be pressured by lower sales and unfavorable cost absorption, partially offset by improved excess and obsolescence costs.

Selected Financial Data

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Asset impairment charges 362.8 212.8 —

Operating income 241.1 546.7 543.7

Operating (loss) income (81.5) 241.1 546.7

Interest expense, net 155.2 214.2 252.0

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

Other expense, net 373.5 371.7 90.2

(Loss) income before income taxes (610.2) (344.8) 204.5

Provision for income taxes 5.4 95.1 181.6

(Benefit) provision for income taxes (20.0) 5.4 95.1

Net (loss) income (590.2) (350.2) 109.4

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Per Share Data:

Net income attributable to Coty Inc.

Net (loss) income attributable to Coty Inc.

per common share:

Basic income for Coty Inc.

Basic for Coty Inc.

$ (0.70) $ (0.44) $ 0.09

Diluted income for Coty Inc.

Diluted for Coty Inc.

$ (0.70) $ (0.44) $ 0.09

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Net cash provided by operating activities $ 537.8 $ 492.6 $ 614.6

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

Net cash provided by (used in) investing activities 539.0 (128.4) (226.2)

Net cash used in financing activities (1,161.2) (426.8) (336.7)

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To supplement the financial measures prepared in accordance with GAAP, we use non-GAAP financial measures for Coty Inc.

including Adjusted operating income (loss), Adjusted EBITDA, Adjusted net income (loss), and Adjusted net income (loss) attributable to Coty Inc.

including Adjusted operating income (loss), Adjusted EBITDA, Adjusted net income (loss), Adjusted net income before income taxes and Adjusted net income (loss) attributable to Coty Inc.

to common stockholders (collectively, the “Adjusted Performance Measures”).

The reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are shown in tables below.

The reconciliations of these non-GAAP financial measures to the most dir ectly comparable financial measures calculated and presented in accordance with GAAP are shown in tables below.

These non-GAAP financial measures should not be considered in isolation from, or as a substitute for or superior to, financial measures reported in accordance with GAAP.

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We provide disclosure of the effects of these non-GAAP financial measures by presenting the corresponding measure prepared in conformity with GAAP in our financial statements, and by providing a reconciliation to the corresponding GAAP measure so that investors may understand the adjustments made in arriving at the non-GAAP financial measures and use the information to perform their own analyses.

Adjusted operating income/Adjusted EBITDA excludes restructuring costs and business structure realignment programs, amortization, acquisition- and divestiture-related costs and acquisition accounting impacts, stock-based compensation, and asset impairment charges and other adjustments as described below.

Adjusted operating income (loss) / Adjusted EBITDA excludes restructuring costs and business structure realignment programs, amortization, acquisition- and divestiture-related costs and acquisition accounting impacts, stock-based compensation, and asset impairment charges and other adjustments as described below.

For Adjusted EBITDA, in addition to the preceding, we exclude adjusted depreciation as defined below.

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and Adjusted net income attributable to Coty Inc.

per common share are adjusted for certain interest and other (income) expense items, as described below, and the related tax effects of each of the items used to derive Adjusted net income as such charges are not used by our management in assessing our operating performance period-to-period.

per common share are adjusted for certain interest and other (income) expense items, as described below, and the related tax effects of each of the items used to derive Adjusted net income (loss) as such charges are not used by our management in assessing our operating performance period-to-period.

Adjusted Performance Measures reflect adjustments based on the following items:

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• Restructuring and other business realignment costs:

We have excluded costs associated with restructuring and business structure realignment programs to allow for comparable financial results to historical operations and forward-looking

We have excluded costs associated with restructuring and business structure realignment programs to allow for comparable financial results to historical operations and forward-looking guidance.

In addition, the nature and amount of such charges vary significantly based on the size and timing of the programs.

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• Stock-based compensation:

Although stock-based compensation is a key incentive offered to our employees, we have excluded the effect of these expenses from the calculation of adjusted operating income and adjusted EBITDA.

Although stock-based compensation is a key incentive offered to our employees, we have excluded the effect of these expenses from the calculation of Adjusted operating income (loss) and Adjusted EBITDA.

This is due to their primarily non-cash nature;

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We have excluded the impact of pension curtailment (gains) and losses and pension settlements as such events are triggered by our restructuring and other business realignment activities and the amount of such charges vary significantly based on the size and timing of the programs.

Further, we have excluded the change in fair value of the investment in Wella, as well as expenses related to potential or actual sales transactions reducing equity investments, as our management believes these unrealized (gains) and losses do not reflect our underlying ongoing business, and the adjustment of such impact helps investors and others compare and analyze performance from period to period.

Further, we have excluded the change in fair value of the investment in Wella and the Wella Distribution Rights, as well as expenses related to potential or actual sales transactions reducing equity investments, as our management believes these unrealized (gains) and losses do not reflect our underlying ongoing business, and the adjustment of such impact helps investors and others compare and analyze performance from period to period.

Such transactions do not reflect our operating results and we have excluded the impact as our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

• Noncontrolling interest:

This adjustment represents the after-tax impact of the non-GAAP adjustments included in Net income attributable to noncontrolling interests based on the relevant noncontrolling interest percentage.

This adjustment represents the impact of the tax effect of the pretax items excluded from Adjusted net income.

This adjustment represents the after-tax impact of the non-GAAP adjustments includ ed in Net income attributable to noncontrolling interests based on the relevant noncontrolling interest percentage.

This adjustment represents the impact of the tax effect of the pretax items excluded from Adjusted net income (loss).

The tax impact of the non-GAAP adjustments is based on the tax rates related to the jurisdiction in which the adjusted items are received or incurred.

Additionally, adjustments are made for the tax impact of any intra-entity transfer of assets and liabilities.

Additionally, adjustments are made for the tax impact of any intra-entity

transfer of assets and liabilities.

Also, in connection with our market exit in Russia, we have adjusted for the release of tax charges previously taken related to certain direct incremental impacts of the decision.

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The constant currency information we present may not be comparable to similarly titled measures reported by other companies.

Basis of Presentation of Acquisitions, Divestitures, Terminations and Market Exit from Russia

Basis of Presentation of Acquisitions, Divestitures, Terminations and Market Exits

During the period when we complete an acquisition, divestiture, early license termination, or market exit, the financial results of the current year period are not comparable to the financial results presented in the prior year period.

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Acquisitions, divestitures, early license terminations, and market exits that would impact the comparability of financial results between periods presented in the Management’s Discussion and Analysis of Financial Condition and Results of Operations are shown in the table below.

Period of acquisition, divestiture, termination, or market exit Acquisition, divestiture, termination, or market exit Impact on basis of 2025/2024 presentation Impact on basis of 2024/2023 presentation

Third quarter fiscal 2023 Market Exit from Russia N/A First and second quarters fiscal 2023 net revenue excluded.

Period of acquisition, divestiture, termination, or market exit Acquisition, divestiture, termination, or market exit Impact on basis of 2025/2024 presentation

Third quarter fiscal 2024 Termination:

Lacoste First and second quarters fiscal 2024 net revenue excluded.

Third and fourth quarters fiscal 2023 net revenue excluded.

When used herein, the term “Acquisitions,” “Divestitures,” “Terminations,” and “Market Exit,” refer to the financial contributions of the related acquisitions or divestitures, early license terminations, and market exits shown above, during the period that is not comparable as a result of such acquisitions or divestitures, early license terminations, and market exits.

Consolidated Fiscal 2026 as Compared with Fiscal 2025

In fiscal 2026, net revenues decrease d 2%, or $86.3, to $5,806.6 from $5,892.9 in fiscal 2025, reflecting a decrease in unit volume of 5%, offset by a positive foreign currency exchange translation impact of 4%.

The overall decrease in net revenues reflects declines within both Consumer Beauty and Prestige.

Declines within Consumer Beauty are primarily driven by increased market competitiveness in color cosmetics in the United States and in some European markets, as well as declining sales in mass fragrance, partially offset by growth in our mass skincare category.

Declines in Prestige are primarily driven by prestige fragrances as a result of reduced distribution in certain sales channels, partially offset by growth in our prestige cosmetics category.

Net revenues declined in the Americas and Europe, the Middle East and Africa (EMEA) region, but grew in Asia Pacific reflecting strong results in Asia travel retail.

Improvements in digital and e-commerce channel sales partially offset the overall decrease in net revenues.

Consolidated Fiscal 2025 as Compared with Fiscal 2024

In fiscal 2025, net revenues decreased 4%, or $225.1, to $5,892.9 from $6,118.0 in fiscal 2024.

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The overall decrease in net revenues reflects declines within color cosmetics across both our Prestige and Consumer Beauty segments— primarily due to negative market trends in the United States, China, and across several European markets— and as a result of a decline in the Travel Retail Asia channel due to regulations impacting surrogate shopping purchases.

The decline can also be attributed to mass body care in Brazil— primarily due to competitive pricing action in the Brazilian deodorant market— and from prestige skincare due to negative performance from certain brands.

The decline can also be attributed to mass body care in Brazil— primarily due to competitive pricing action in the Brazilian deodorant market— and from prestige

skincare due to negative performance from certain brands.

These declines were partially offset by growth in our prestige and mass fragrance categories due to the positive, but decelerating, market trends in most major markets and geographical expansion of certain brands.

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Digital and e-commerce channel sales declines also contributed to the decrease in net revenues.

Consolidated Fiscal 2024 as Compared with Fiscal 2023

In fiscal 2024, net revenues increased 10%, or $563.9, to $6,118.0 from $5,554.1 in fiscal 2023.

Excluding net revenue from the first half of the prior period from Russia and the second half of the prior period from Lacoste, net revenues increased 12% or $654.3 to $6,118.0 from $5,463.7, reflecting a positive price and mix impact of 9%, an increase in unit volume of 2%, and a positive foreign currency exchange translation impact of 1%.

The overall increase in net revenues reflects growth in our prestige fragrance category due to the continued success of fragrance brands, specifically Burberry, Hugo Boss, Calvin Klein, Gucci, Chloe, Davidoff, Joop, and Marc Jacobs , as well as innovation from the launches including Marc Jacobs Daisy Wild and Cosmic Kylie Jenner , and positive performance in the prestige cosmetics category.

The overall increase in net revenues for the Consumer Beauty segment was due to positive performance in the color cosmetics category specifically from Rimmel Manhatta n and Risque , mass fragrance category specifically from David Beckham and Bruno Banani , and the skin and body care categories in Brazil, specifically from Monange, Paixao and Bozzano .

The overall increase in net revenues reflects the continued success of our pricing and revenue management strategies, including the implementation of price increases across our product portfolio earlier in the fiscal year.

Volume growth across our fragrance portfolio, as well as in skin and body care products in Brazil helped drive the increase in revenues, partially offset by volume declines from certain color cosmetic and other body care brands in China due to macroeconomic conditions which resulted in higher trade inventory levels.

Geographically, except for China, net revenues in all major markets grew, led by Brazil, the United States, and Germany.

Additionally, there was an increase in travel retail channel sales in all regions.

Digital and e-commerce channel sales growth also contributed to the increase in net revenues.

Year Ended June 30, Change %

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Total $ 5,806.6 $ 5,892.9 $ 6,118.0 (2 %) (4 %)

In fiscal 2026, net revenues in the Prestige segment decreased $14.4 to $3,805.8 from $3,820.2 in fiscal 2025, reflecting a negative price and mix impact of 2% (primarily due to prestige fragrance) and a decrease in unit volume of 2% (primarily due to negative performance for prestige fragrance brands), partially offset by a positive foreign currency translation impact of 3% (primarily driven by the weakening of the U.S.

dollar versus the Euro).

The decrease in net revenues primarily reflects:

• Prestige fragrance sales declined by $30.5, primarily due to a decrease in net sales of Hugo Boss existing brand lines despite benefitting from the Boss Bottled Beyond launch, and decreases in Davidoff and Calvin Klein as a result of reduced distribution in certain sales channels.

The category sales decline was partially offset by strong performance from Gucci , mainly due to successful innovations such as Gucci Flora Gorgeous Gardenia Intense , and Kylie fragrances, which benefited from successful innovations in both the current and prior year;

• Prestige skincare sales declines of $2.1.

These decreases were partially offset by:

• Prestige cosmetics sales growth of $18.1, primarily due to strong growth of Burberry makeup, particularly in Asia.

In fiscal 2025, net revenues in the Prestige segment decreased 1%, or $37.1, to $3,820.2 from $3,857.3 in fiscal 2024.

Excluding net revenue from the first half of the prior period from Lacoste, net revenues remained relatively flat or decreased $8.5 to $3,820.2 from $3,828.7, reflecting a positive price and mix impact of 3% (primarily due to positive pricing impact as a result of prior year period price increases and in line with overall premiumization strategy), partially offset by a decrease in unit volume of 3% (primarily due to negative performance for prestige cosmetics brands) The decrease in net revenues primarily reflects:

• Prestige cosmetic sales declines of $55.3, primarily due to declines in sales volumes in the Asia Travel Retail channel from Gucci makeup and as a result of regulations impacting the surrogate shopping purchases, and declines in sales from Kylie makeup as a result of less innovations and negative market trends in the category;

• Prestige cosmetics sales declines of $55.3, primarily due to declines in sales volumes in the Asia Travel Retail channel from Gucci makeup and as a result of regulations impacting the surrogate shopping purchases, and declines in sales from Kylie makeup as a result of less innovations and negative market trends in the category;

• Prestige skincare sales declines of $18.1, primarily due to negative performance from philosophy .

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The overall category sales growth from existing brands can also be attributed to positive, but decelerating, market trends in most major markets.

In fiscal 2024, net revenues in the Prestige segment increased 13%, or $436.8, to $3,857.3 from $3,420.5 in fiscal 2023.

Excluding net revenue from the first half of the prior period from Russia and the second half of the prior period from Lacoste, net revenues increased 15% or $508.5 to $3,857.3 from $3,348.8, reflecting a positive price and mix impact of 8% (primarily due to the positive pricing impact as a result of price increases and in line with overall premiumization strategy), an increase in unit volume of 6% (primarily due to successful innovations and positive trends in the prestige fragrance category in many markets), and positive foreign currency exchange translation impact of 1%.

The increase in net revenues primarily reflects:

• Prestige fragrance sales growth of $476.9, primarily due to the continued success of Burberry Goddess , Classic, Her and Hero, Hugo Boss, Boss Bottled and Boss the Scent , Calvin Klein One , Euphoria , and Eternity , Gucci Guilty and Flora , Chloe Nomade and Signature , Marc Jacobs Daisy Wild , Davidoff Cool Water , and Joop Homme , as well as continued brand innovation within the Gucci Flora franchise and Cosmic Kylie Jenner.

Prestige fragrance sales grew in major markets such as the United States, Germany, Australia, and Spain as well as through travel retail channel sales across all regions.

This growth was partially offset by lower net revenues for the Lacoste brand in the first six months of fiscal 2024, which was primarily due to the early license termination resulting in a wind down of sales through the end of the second quarter;

and no net revenues for the Bottega Veneta brand in fiscal 2024 due to the ending of our licensing arrangement where sales of the brand ended in fiscal 2023;

• Prestige cosmetic sales growth of $24.5, primarily due to brand innovation from Kylie Cosmetics.

Consumer Beauty

In fiscal 2026, net revenues in the Consumer Beauty segment decrease d 3%, or $71.9, to $2,000.8 from $2,072.7 in fiscal 2025, reflecting a decrease in unit volume of 5% (primarily due to negative performance for color cosmetics and body care brands, despite volume increases from most product categories in Brazil) and a negative price and mix impact of 2% (primarily due to higher discounts and promotions in the current period), offset by a positive foreign currency exchange translation impact of 4% (primarily driven by the weakening of the U.S.

dollar versus the Brazilian Real and the Euro).

The decrease in net revenues primarily reflects:

• Color cosmetics sales declines of $47.7, primarily due to a highly competitive market in the color cosmetics market in the United States which impacted net revenues from Covergirl and Rimmel.

Negative market trends for color cosmetics in several European markets and the Middle East, along with the ongoing geopolitical conflict also impacted net revenues from Max Factor , Bourjois , and Rimmel ;

• Mass fragrance sales decline of $32.8, primarily due to lower net sales from Nautica in the U.S.

and across Asia and the expiration of a license agreement;

• Mass body care sales declines of $2.9.

These decreases were partially offset by:

• Mass skincare sales growth of $11.6 primarily from Paixao in Brazil.

In fiscal 2025, net revenues in the Consumer Beauty segment decreased 8%, or $188.0, to $2,072.7 from $2,260.7 in fiscal 2024, reflecting a negative price and mix impact of 3% (primarily due to higher returns and discounts and promotions in the current period), a negative foreign currency exchange translation impact of 3% (primarily driven by the weakening of the Brazilian Real versus the U.S.

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• Mass skincare sales growth of $7.2.

In fiscal 2024, net revenues in the Consumer Beauty segment increased 6%, or $127.1, to $2,260.7 from $2,133.6 in fiscal 2023.

Excluding net revenue from the second half of the prior period from Russia, net revenues increased 7% or $145.8 to $2,260.7 from $2,114.9, reflecting a positive price and mix impact of 5% (primarily due to the positive pricing impact as a result of price increases), an increase in unit volume of 1% (primarily due to increases from Brazilian brands offsetting decreases in volumes in most other markets), and a positive foreign currency exchange translation impact of 1%.

The increase in net revenues primarily reflects:

• Color cosmetics sales growth of $51.4, primarily due to the continued success of Rimmel Manhattan which saw continued brand innovation, such as Lasting Finish foundation and Thrill Seeker mascara, and Risque due to strong category momentum in Brazil and positive pricing impact, despite a category slowdown in the U.S.;

• Mass fragrance sales growth of $46.3, due to the continued success from the re-launch of David Beckham Instinct in fiscal 2024 and success of Bruno Banani ;

• Skin and body care sales growth of $44.6, due to the continued success of Brazilian brands Monange , Bozzano , and Paixao benefiting from strong category momentum and positive pricing impact.

This growth was partially offset by lower sales volume for adidas primarily as a result of category slowdown in China which resulted in higher trade inventory levels.

COST OF SA LES

In fiscal 2026, cost of sales increased 4%, or $82.6, to $2,154.6 from $2,072.0 in fiscal 2025.

Cost of sales as a percentage of net revenues increased to 37.1% in fiscal 2026 from 35.2% in fiscal 2025 resulting in a gross margin percentage decrease of approximately 190 basis points, primarily reflecting:

(i) approximately 80 basis points related to an increase in manufacturing and material costs as a percentage of net revenues,

(ii) approximately 60 basis points related to increased freight costs as a percentage of net revenues, primarily driven by the impact of tariffs,

(iii) approximately 40 basis points increase related to excess and obsolescence costs, as a percentage of net revenues;

(iv) approximately 10 basis points related to increased designer license fees as a percentage of net revenues.

Gross margin was negatively impacted by higher discounts and promotions in the current period which reduced net revenues.

Although we achieved improvements in manufacturing efficiency, productivity, and procurement cost optimization, these benefits are offset by the impact of the reduced net revenue base.

In fiscal 2025, cost of sales decreased 5%, or $106.8, to $2,072.0 from $2,178.8 in fiscal 2024.

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This increase negatively impacted cost of sales absorption, including excess and obsolescence costs as well as manufacturing and material costs previously discussed.

In fiscal 2024, cost of sales increased 9%, or $172.0, to $2,178.8 from $2,006.8 in fiscal 2023.

Cost of sales as a percentage of net revenues decreased to 35.6% in fiscal 2024 from 36.1% in fiscal 2023 resulting in a gross margin percentage increase of approximately 50 basis points primarily reflecting:

(i) approximately 80 basis points related to a decrease in manufacturing and material costs as a percentage of net revenues, driven by increased manufacturing efficiencies, improvements in productivity, as well as procurement and material cost optimization;

(ii) approximately 50 basis points related to decreased freight costs.

These increases were partially offset by:

(i) approximately 50 basis points related to an increase in excess and obsolescence costs across various subcategories within the Prestige and Consumer Beauty product portfolios;

(ii) approximately 30 basis points related to an increase in designer license fees due to licensed Prestige brands comprising a larger portion of overall net revenues in the current period as well as favorable royalty activity in the prior period, which did not reoccur in the current period.

The above reflects a positive impact from pricing net of inflation of approximately 160 basis points.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

In fiscal 2026, selling, general and administrative expenses increased $4.5, to $3,107.9 from $3,103.4 in fiscal 2025.

Selling, general and administrative expenses as a percentage of net revenues increased to 53.5% in fiscal 2026 from 52.7% in fiscal 2025, or approximately 80 basis points.

This increase was primarily due to:

(i) 100 basis points due to an increase in advertising and consumer promotional costs as a percentage of net revenues;

(ii) 80 basis points due to an increase in operational accruals a percentage of net revenues;

(iii) 70 basis points due to an increase in administrative expenses as a percentage of net revenues, which includes an increase in discretionary compensation for employees;

(iv) 20 basis points due to an early license termination as a percentage of net revenues.

These increases were partially offset by:

(v) 120 basis points due to the loss on the termination of the KKW Collaboration Agreement in the prior period;

(vi) 40 basis points due to favorable transactional impact from our exposure to foreign currency as a percentage of net revenues;

(vii) 20 basis points due to lower logistics expenses.

In fiscal 2025, selling, general and administrative expenses decreased 2%, or $59.0, to $3,103.4 from $3,162.4 in fiscal 2024.

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(ii) 60 basis points due to a decrease in stock-based compensation cost primarily related to a reduction in expense recognized in connection with awards granted to the CEO.

In fiscal 2024, selling, general and administrative expenses increased 12%, or $344.1, to $3,162.4 from $2,818.3 in fiscal 2023.

Selling, general and administrative expenses as a percentage of net revenues increased to 51.7% in fiscal 2024 from 50.7% in fiscal 2023, or approximately 100 basis points.

This increase was primarily due to:

(i) 220 basis points due to a decrease in net gains in the current period compared to the prior year related to the early termination of the Lacoste license;

(ii) 40 basis points due to an increase in bad debt expense as a percentage of net revenues.

These increases were partially offset by the following decreases:

(i) 100 basis points due to a decrease in stock-based compensation cost primarily related to a reduction in expense recognized in connection with awards granted to the CEO;

(ii) 30 basis points due to a decrease in logistics costs as a percentage of net revenues;

(iii) 30 basis points due to favorable transactional impact from our exposure to foreign currency as a percentage of net revenues.

OPERATING INCOME (LOSS)

OPERATING (LOSS) INCOME

In fiscal 2026, operating loss was $81.5 compared to income of $241.1 in fiscal 2025.

Operating loss as a percentage of net revenues decreased to (1.4)% in fiscal 2026 as compared to Operating income as a percentage of net revenues of 4.1% in fiscal 2025.

The decreased operating margin is largely driven by an increase in asset impairment charges (approximately 260 basis points), an increase in cost of goods sold (approximately 190 basis points), an increase in amortization expense as a percentage of net revenues (approximately 130 basis points), an increase in advertising and consumer promotional costs as a percentage of net revenues (approximately 100 basis points), and an increase in fixed costs as a percentage of net revenues (approximately 60 basis points), partially offset by a decrease in restructuring costs as a percentage of net revenue (approximately 130 basis points) and a decrease in other operating loss as a percentage of net revenue (approximately 70 basis points).

In fiscal 2025, operating income was $241.1 compared to income of $546.7 in fiscal 2024.

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In addition, a greater proportion of total sales came from higher margin Prestige brands in the current year which positively benefited our operating margin.

In fiscal 2024, operating income was $546.7 compared to income of $543.7 in fiscal 2023.

Operating income as a percentage of net revenues decreased to 8.9% in fiscal 2024 as compared to Operating income as a percentage of net revenues of 9.8% in fiscal 2023.

The worsened operating margin is largely driven by gains from the early termination of the Lacoste license in the prior year (approximately 200 basis points), higher restructuring costs as a percentage of net revenues (approximately 70 basis points), partially offset by lower stock-based compensation expense (approximately 100 basis points) primarily related to a reduction in expense recognize in connection with grants made to the CEO, lower cost of sales as a percentage of net revenues (approximately 50 basis points), lower amortization expense as a percentage of net revenues (approximately 30 basis points), and lower fixed costs as a percentage of net revenues (approximately 30 basis points) primarily related to non-people costs.

In addition, the greater proportion of Consumer Beauty net revenues, including a greater proportion of revenues from our Brazilian business were from lower margin Brazil brands, compared to the prior year, negatively impacted our consolidated operating income margin.

Operating Income (Loss) by Segment

Operating (Loss) Income by Segment

Year Ended June 30, Change %

(in millions) 2026 2025 2024 2026/2025 2025/2024

Operating income (loss)

Operating (loss) income

Prestige $ 444.5 $ 580.6 $ 580.7 (23 %) — %

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In fiscal 2026, operating income for Prestige was $444.5 compared to income of $580.6 in fiscal 2025.

Operating margin worsened to 11.7% of net revenues in fiscal 2026 as compared to 15.2% in fiscal 2025, driven primarily by increased amortization expense as a percentage of net revenues (approximately 200 basis points);

increased advertising and consumer promotional expense as a percentage of net revenues (approximately 140 basis points);

and higher cost of goods sold as a percentage of net revenues (approximately 110 basis points) driven by higher manufacturing and freight expense as a percentage of revenue and impacted by higher discounts and promotions during the current period.

These factors were partially offset by lower asset impairment charges as a percentage of revenue (approximately 110 basis points).

In fiscal 2025, operating income for Prestige was $580.6 compared to income of $580.7 in fiscal 2024.

Operating margin improved to 15.2% of net revenues in fiscal 2025 as compared to 15.1% in fiscal 2024, driven primarily by lower costs of goods sold as a percentage of net revenues (approximately 100 basis points), lower fixed costs as a percentage of net revenues (approximately 30 basis points) primarily related to decreased discretionary compensation for employees offsetting increased administrative costs, partially offset by asset impairment charges (approximately 110 basis points) and an increase in other general expenses (approximately 20 basis points).

Our prestige operating income margin was positively impacted by a higher proportion of net revenues generated by the higher margin fragrance brands.

In fiscal 2024, operating income for Prestige was $580.7 compared to income of $483.7 in fiscal 2023.

Operating margin improved to 15.1% of net revenues in fiscal 2024 as compared to 14.1% in fiscal 2023, driven primarily by lower amortization expense as a percentage of net revenues (approximately 40 basis points), lower cost of sales as a percentage of net revenues (approximately 40 basis points), lower fixed costs as a percentage of net revenues (approximately 30 basis points) primarily related to non-people costs.

Consumer Beauty

In fiscal 2026, operating loss for Consumer Beauty was $442.6 compared to loss of $127.4 in fiscal 2025.

Operating margin worsened to (22.1)% of net revenues in fiscal 2026 as compared to (6.1)% in fiscal 2025, primarily driven by higher asset impairment charges as a percentage of revenue (approximately 990 basis points), higher cost of goods sold as a percentage of revenues (approximately 360 basis points) driven by higher manufacturing freight and manufacturing expenses as a percentage of revenue and impacted by higher discounts and promotions during the current year period, an increase in other operating expenses as a percentage of net revenues (approximately 120 basis points) and an increase in fixed costs as a percentage of net revenues (approximately 100 basis points).

In fiscal 2025, operating loss for Consumer Beauty was $127.4 compared to income of $89.3 in fiscal 2024.

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Our Consumer Beauty operating margin was negatively impacted by a greater proportion of net revenues generated by the lower margin brands in Brazil compared to the prior year.

In fiscal 2024, operating income for Consumer Beauty was $89.3 compared to income of $63.3 in fiscal 2023.

Operating margin improved to 4.0% of net revenues in fiscal 2024 as compared to 3.0% in fiscal 2023, primarily driven by lower advertising and consumer promotion expense as a percentage of net revenues (approximately 30 basis points) primarily due to lower spend in offline consumer engagement and lower transactional foreign exchange losses as a percentage of net revenues (approximately 30 basis points).

Corporate primarily includes expenses not directly relating to our operating activities.

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Operating loss for Corporate was $83.4, $212.1 and $123.3 in fiscal 2026, 2025 and 2024, respectively, as described under “Adjusted Operating Income (Loss) by Segment” below.

The operating loss of $212.1 in fiscal 2025 increased in comparison to the prior year primarily driven by the loss on the termination of the KKW Collaboration Agreement of $71.0, $55.2 related to an increase in restructuring and business realignment costs in the current period, partially offset by a decrease of $38.8 in stock compensation expense in the current period.

The operating loss of $123.3 in fiscal 2024 primarily includes stock based compensation of $88.8 and restructuring and business realignment costs of $36.6.

The operating loss of $3.3 in fiscal 2023 includes stock-based compensation of $135.9, partially offset by gains related to the early termination of the Lacoste fragrance license of $104.4, gains related to the market exit in Russia of approximately $17.0, and gains on sale of real estate of $4.9.

The operating loss of $83.4 includes stock based compensation of $46.1, restructuring and business realignment costs of $19.7 and a loss on an early termination of a license of $17.9.

The operating loss of $212.1 in fiscal 2025 primarily includes restructuring and business realignment costs of $91.8, loss on the termination of the KKW Collaboration Agreement of $71.0 and stock based compensation of $50.0.

Adjusted Operating Income (Loss) by Segment

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Total $ 546.7 $ 316.7 $ 863.4

(a) See a reconciliation of reported net income to operating income (loss) to adjusted operating income (loss) and adjusted EBITDA for Coty Inc.

(a) See a reconciliation of reported net (loss) income to operating (loss) income to adjusted operating income and adjusted EBITDA for Coty Inc.

and reconciliations of segment operating income (loss) to segment adjusted operating income (loss) and segment adjusted EBITDA for the Prestige, Consumer Beauty and Corporate segments with a description of the adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.” and “Segment Operating Income (Loss), Segment Adjusted Operating Income (Loss) and Segment Adjusted EBITDA”, below.

All adjustments are reflected in Corporate, except for amortization and asset impairment charges on goodwill, indefinite-lived intangible assets, and finite-lived intangible assets, which are reflected in the Prestige and Consumer Beauty segments.

All adjustments are reflected in Corporate, except for amortization and asset impairment charges on goodwill and indefinite-lived intangible assets, which are reflected in the Prestige and Consumer Beauty segments.

Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.

Adjusted operating income and Adjusted EBITDA provide investors with supplementary information relating to our performance.

See “Overview—Non-GAAP Financial Measures.” Reconciliation of reported operating loss to adjusted operating income (loss) is presented below:

See “Overview—Non-GAAP Financial Measures.” Reconciliation of reported operating (loss) income to adjusted operating income is presented below:

Year Ended June 30, Change %

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Net (loss) income margin (10.2) % (5.9) % 1.8 %

Provision for income taxes $ 5.4 $ 95.1 $ 181.6 (94 %) (48 %)

(Benefit) provision for income taxes $ (20.0) $ 5.4 $ 95.1 <(100%) (94 %)

(Loss) income before income taxes $ (610.2) $ (344.8) $ 204.5 (77 %) <(100%)

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Other expense (income), net $ 373.5 $ 371.7 $ 90.2 — % >100%

Reported operating income $ 241.1 $ 546.7 $ 543.7 (56 %) 1 %

Reported operating income margin 4.1 % 8.9 % 9.8 %

Reported operating (loss) income $ (81.5) $ 241.1 $ 546.7 <(100%) (56 %)

Reported operating (loss) income margin (1.4 %) 4.1 % 8.9 %

Amortization expense 262.0 186.9 193.4 40 % (3 %)

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Stock-based compensation 46.1 50.0 88.8 (8 %) (44 %)

Asset impairment charges 212.8 — — N/A N/A

Early license termination and market exit costs 70.3 (0.5) (121.4) >100% 100 %

Gains on sale of real estate — (1.6) (4.9) 100 % 67 %

Asset impairment charges 362.8 212.8 — 70 % N/A

License termination and market exit costs 17.6 70.3 (0.5) (75 %) >100%

Gains on sale of real estate — — (1.6) N/A 100 %

Total adjustments to reported operating income 708.2 611.8 316.7 16 % 93 %

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In fiscal 2026, adjusted operating income was $626.7 compared to income of $852.9 in fiscal 2025.

Adjusted operating margin increased to 14.5% of net revenues in fiscal 2025 as compared to 14.1% in fiscal 2024.

Adjusted operating margin decreased to 10.8% of net revenues in fiscal 2026 as compared to 14.5% in fiscal 2025.

In fiscal 2026, adjusted EBITDA was $846.9 compared to $1,081.7 in fiscal 2025.

Adjusted EBITDA margin increased to 18.4% of net revenues in 2025 as compared to 17.8% in fiscal 2024.

Adjusted EBITDA margin decreased to 14.6% of net revenues in 2026 as compared to 18.4% in fiscal 2025.

In fiscal 2025, adjusted operating income was $852.9 compared to an income of $863.4 in fiscal 2024.

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Amortization expense 225.4 149.7 153.7 51 % (3) %

Asset impairment charges 42.9 — — N/A N/A

Asset impairment charges — 42.9 — (100) % N/A

Total adjustments to reported operating income $ 225.4 $ 192.6 $ 153.7 17 % 25 %

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Adjusted EBITDA margin 20.5 % 23.2 % 21.8 %

Operating Income, Adjusted Operating Income and Adjusted EBITDA - Consumer Beauty Segment

Operating (Loss) Income, Adjusted Operating (Loss) Income and Adjusted EBITDA - Consumer Beauty Segment

Year Ended June 30, Change %

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Amortization expense 36.6 37.2 39.7 (2) % (6) %

Asset impairment charges 169.9 — — N/A N/A

Asset impairment charges 362.8 169.9 — >100% N/A

Total adjustments to reported operating income $ 399.4 $ 207.1 $ 39.7 93 % >100%

Adjusted operating income $ 79.7 $ 129.0 $ 103.7 (38) % 24 %

Adjusted operating (loss) income $ (43.2) $ 79.7 $ 129.0 <(100%) (38) %

Adjusted operating income margin (2.2) % 3.8 % 5.7 %

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Adjusted EBITDA margin 3.4 % 9.5 % 11.1 %

Operating Loss, Adjusted Operating Loss and Adjusted EBITDA - Corporate Segment

Operating Loss, Adjusted Operating Income and Adjusted EBITDA - Corporate Segment

Year Ended June 30, Change %

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Stock-based compensation 46.1 50.0 88.8 (8) % (44) %

Early license termination and market exit costs 70.3 (0.5) (121.4) >100% 100 %

Gains on sale of real estate — (1.6) (4.9) 100 % 67 %

Total adjustments to reported operating income 212.1 123.3 3.3 72 % >100%

Adjusted operating loss $ — $ — $ — N/A N/A

License termination and market exit costs 17.6 70.3 (0.5) (75) % >100%

Gains on sale of real estate — — (1.6) N/A 100 %

Total adjustments to reported operating loss 83.4 212.1 123.3 (61) % 72 %

Adjusted operating income $ — $ — $ — N/A N/A

Adjusted operating income margin — % — % — %

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Amortization Expense

In fiscal 2025, amortization expense decreased to $186.9 from $193.4 in fiscal 2024.

In fiscal 2026, amortization expense increased to $262.0 from $186.9 in fiscal 2025.

The increase was primarily driven by accelerated amortization related to a brand license, partially offset by completed amortization term for certain license agreements and the termination of the KKW Collaboration Agreement in the previous fiscal year.

In fiscal 2025, amortization expense decreased to $186.9 from $193.4 in fiscal 2024.

Restructuring and Other Business Realignment Costs

We incurred approximately $5.0 of cash costs life-to-date as of June 30, 2025, which have been recorded in Corporate.

We incurred approximately $30.3 of cash costs life-to-date related to our previously announced Fixed Cost Reduction Plan in fiscal 2026, which have been recorded in Corporate.

During the period, management reassessed certain initiatives within the Fixed Cost Reduction Plan and determined that several programs were being redesigned.

As a result, approximately $22.5 of accrued restructuring was reversed due to the abandonment of certain actions planned as part of the prior year Fixed Cost Reduction Plan.

During the current year, the Company recorded an accrual for approximately $22.0 for additional cost reduction actions primarily related to the Company’s European operations.

In fiscal 2026, we incurred restructuring and other business structure realignment costs of $19.7, as follows:

• We incurred restructuring costs of $0.8, which is included in the Consolidated Statement of Operations;

• We incurred business structure realignment costs of $18.9 which is reported in Selling, general and administrative expenses in the Consolidated Statement of Operations.

In fiscal 2025, we incurred restructuring and other business structure realignment costs of $91.8, as follows:

• We incurred restructuring costs of $76.7, of which $75.0 related to the Fixed Cost Reduction Plan, included in the Consolidated Statement of Operations;

• We incurred business structure realignment costs of $15.1 which are reported in selling, general and administrative expenses and cost of sales, primarily related to the Fixed Cost Reduction Plan.

• We incurred business structure realignment costs of $15.1 which are reported in Selling, general and administrative expenses in the Consolidated Statement of Operations.

In fiscal 2024, we incurred a credit in restructuring and other business structure realignment costs of $36.6, as follows:

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• We incurred a credit in business structure realignment costs of $(0.1) which is reported in Selling, general and administrative expenses.

In fiscal 2023, we incurred a credit in restructuring and other business structure realignment costs of $(6.3), as follows:

• We incurred a credit in restructuring costs of $(6.5) primarily related to the Transformation Plan, included in the Consolidated Statements of Operations and

• We incurred business structure realignment costs of $0.2 primarily related to our Transformation Plan.

This amount includes $0.9 reported in cost of sales in the Consolidated Statement of Operations, and a credit of $(0.7) reported in selling, general and administrative expenses.

In all reported periods, all restructuring and other business realignment costs were reported in Corporate.

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In fiscal 2026, stock-based compensation was $46.1 as compared with $50.0 in fiscal 2025.

The decrease in stock-based compensation is primarily related to a reduction in expense recognized in connection with awards granted to the CEO.

In fiscal 2025, stock-based compensation was $50.0 as compared with $88.8 in fiscal 2024.

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Asset Impairment Charges

In fiscal 2026, we incurred $362.8 of asset impairment charges of which $237.1 related to goodwill within the Consumer Beauty segment, and $50.6, $48.5, $22.5, $4.1 related to the CoverGirl , Sally Hansen , Max Factor , and Bourjois trademarks, respectively, within the Consumer Beauty Segment.

In fiscal 2025, we incurred $212.8 of asset impairment charges of which $84.0, $61.0, and $24.9 related to the Max Factor, CoverGirl and Bourjois trademarks, respectively, totaling $169.9 within the Consumer Beauty segment and $42.9 related to the Philosophy trademark within the Prestige Segment.

In fiscal 2024 and 2023, we did not incur any asset impairment charges.

In fiscal 2024, we did not incur any asset impairment charges.

For further detail as to the factors resulting in the asset impairment charges, see Note 9 —Goodwill and Other Intangible Assets, net to the Consolidated Financial Statements.

Early License Termination and Market Exit Costs

License Termination and Market Exit Costs

In fiscal 2026, we incurred costs related to the early termination of a license of $17.9, of which $6.5 is reported in cost of sales, and $11.4 is reported in Selling, general and administrative expenses.

In fiscal 2025, we incurred a net loss of $71.0 related to the loss on the termination of the KKW Collaboration Agreement and recognized a gain of $(0.7) related to our decision to wind down our business in Russia.

In fiscal 2024, we recognized a gain of $(0.5) related to the early termination of a license and our decision to wind down our business in Russia.

In fiscal 2023, we recognized gains of $(121.4) related to the early termination of a license and our decision to wind down our business operations in Russia.

In fiscal 2024, we recognized a gain of $(0.5) related to the early termination of a license and our decision to wind down our business operations in Russia.

Gains on Sale of Real Estate

In fiscal 2025, we recognized no gains related to sale of real estate.

In fiscal 2024, we recognized gains of $1.6 related to sale of real estate, which was reported in Corporate.

In fiscal 2026 and 2025, we recognized no gains related to sale of real estate.

In fiscal 2024, we recognized gains of $1.6 related to the sale of real estate, which was reported in Corporate.

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Net interest expense was $155.2, $214.2, and $252.0 in fiscal 2026, fiscal 2025 and fiscal 2024, respectively.

In fiscal year 2026, the decrease in interest expense is primarily due to lower average debt balance in the current period, foreign exchange gains as compared to losses in the prior year, as well as lower average interest rates.

In fiscal year 2025, the decrease in interest expense is primarily due to lower average debt balances in the current period, lower average interest rates primarily reflecting positive impact from cross-currency swaps in reducing interest expense, as well as due to lower losses on foreign exchange forward contracts on the Euro as compared to the prior year.

In fiscal year 2024, the decrease in interest expense is primarily due to lower debt balances compared to fiscal 2023 despite higher interest rates.

OTHER EXPENSE (INCOME), NET

In fiscal 2025, net other expense was $371.7, was principally comprised of net losses on forward repurchase contracts of $291.7, and unfavorable fair market value adjustment related to our equity investment in Wella of $83.0.

In fiscal 2026, net other expense was $373.5, was principally comprised of a net loss on sale of equity investments of $201.9, net losses on forward repurchase contracts of $133.0, and an unrealized loss in connection with the fair value measurement for Wella Distribution Rights of $19.0.

In fiscal 2025, net other expense was $371.7, was principally comprised of net losses on forward repurchase contracts of $291.7, and an unfavorable fair market value adjustment related to our equity investment in Wella of $83.0.

In fiscal 2024, net other expense was $90.2, was principally comprised of net losses on forward repurchase contracts of $124.2, partially offset by a favorable adjustment for the unrealized gain in the Wella investment of $25.0.

In fiscal 2023, net other income was $419.0, primarily related to a favorable adjustment for the unrealized gain in the Wella investment of $230.0 and unrealized gain on forward repurchase contracts of $196.9 partially offset by associated fees of $28.2.

The following table presents our (benefit) provision for income taxes, and effective tax rates for the periods presented:

2026 2025 2024

Provision for income taxes $ 5.4 $ 95.1 $ 181.6

(Benefit) Provision for income taxes $ (20.0) $ 5.4 $ 95.1

Effective income tax rate 3.3 % (1.6) % 46.5 %

The 3.3% effective tax rate in fiscal 2026 results from reporting losses before income taxes and a benefit for income taxes.

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

• a 17.1% unfavorable impact to the effective tax rate due to the effect of U.S cross border tax law items;

• a 8.5% unfavorable impact to the effective tax rate due to goodwill impairment that is not tax deductible.

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

• a 2.8% favorable impact to the effective tax rate due to state incentive credits in Brazil;

• a 5.6% favorable impact due to the Company’s sale of its remaining interest in Wella.

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

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• 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 our 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 unfavorable rate drivers were partially offset by the following favorable rate drivers:

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

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

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Our effective tax rate could fluctuate significantly and could be adversely affected to the extent earnings are lower than anticipated in countries that have lower statutory rates and higher than anticipated in countries that have higher statutory rates.

Reconciliation of Reported Income (Loss) Before Income Taxes to Adjusted Income (Loss) Before Income Taxes and Effective Tax Rates:

Reconciliation of Reported (Loss) Income Before Income Taxes to Adjusted Income Before Income Taxes and Effective Tax Rates:

Year Ended June 30, 2026 Year Ended June 30, 2025 Year Ended June 30, 2024

(in millions) (Loss)/ income before income taxes Provision for income taxes Effective tax rate (Loss)/ income before income taxes Provision for income taxes Effective tax rate (Loss)/ income before income taxes Provision for income taxes Effective tax rate

(in millions) (Loss)/ income before income taxes (Benefit) Provision for income taxes Effective tax rate (Loss)/ income before income taxes Provision for income taxes Effective tax rate (Loss)/ income before income taxes Provision for income taxes Effective tax rate

Reported (loss) income before income taxes $ (610.2) $ (20.0) 3.3 % $ (344.8) $ 5.4 (1.6) % $ 204.5 $ 95.1 46.5 %

Adjustments to reported operating income (loss) (a)

Adjustments to reported operating loss (a)

708.2 611.8 316.7

Change in fair value of investment in Wella Business (d)

Realized/unrealized loss (gain) on investment in Wella Company (d)

200.9 83.0 (25.0)

Other adjustments (e)

Unrealized loss on Wella Distribution Rights (e)

Other adjustments (f)

(2.5) (0.6) (2.4)

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(b) The tax effects of each of the items included in adjusted income are calculated in a manner that results in a corresponding income tax benefit/provision for adjusted income.

In preparing the calculation, each adjustment to reported income is first analyzed to determine if the adjustment has an income tax consequence.

In preparing the calculation, each adjustment to reported (loss) income is first analyzed to determine if the adjustment has an income tax consequence.

The provision for taxes is then calculated based on the jurisdiction in which the adjusted items are incurred, multiplied by the respective statutory rates and offset by the increase or reversal of any valuation allowances commensurate with the non-GAAP measure of profitability.

In connection with our decision to wind down our operations in Russia, we recognized tax charges related to certain direct incremental impacts of our decision, which are reflected in this amount, in fiscal 2025, fiscal 2024 and fiscal 2023.

(c) In fiscal 2024, the total tax impact on adjustments includes a tax expense of $27.6 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.

The total tax impact on adjustments also includes a tax benefit of $10.0, $1.1, and $0.4 for fiscal 2025, fiscal 2024, and fiscal 2023, respectively, recorded as the result of the Company’s exit from Russia.

(d) The amount represents the unrealized (gain) loss recognized for the change in fair value of the investment in Wella.

(e) See “Reconciliation of Reported Net Income (Loss) Attributable to Coty Inc.

to Adjusted Net Income (Loss) Attributable to Coty Inc.”

The total tax impact on adjustments also includes a tax expense of $0.5, and a tax benefit of $10.0, and $1.1, for fiscal 2026, fiscal 2025, and fiscal 2024, respectively, recorded as the result of the Company’s exit from Russia.

(d) The amount represents the realized loss on the sale of the investment in Wella for fiscal 2026.

The amount represents the unrealized (gain) loss recognized for the change in fair value of the investment in Wella for fiscal 2025 and fiscal 2024.

(e) The amount represents the unrealized loss related to Wella Distribution Rights for fiscal 2026.

(f) See “Reconciliation of Reported Net (Loss) Income Attributable to Coty Inc.

to Adjusted Net Income Attributable to Coty Inc.”

The adjusted effective tax rate was 30.3% compared to 35.1% in the prior-year period.

The differences were primarily due to an increase in valuation allowances recorded on interest expense carryforwards in the current period.

The differences were primarily due to an increase in valuation allowances recorded on interest expense carryforwards in the prior period.

Cash paid during the years ended June 30, 2026, 2025 and 2024, for income taxes was $101.7, $95.4 and $172.6, respectively.

NET INCOME (LOSS) ATTRIBUTABLE TO COTY INC.

NET (LOSS) INCOME ATTRIBUTABLE TO COTY INC.

In fiscal 2026, net loss attributable to Coty Inc.

was $604.8 compared to loss of $367.9 in fiscal 2025.

The increase in net loss was driven by a lower gross profit of $168.9, an increase in asset impairment charges of $150.0, and an increase in amortization $75.1, partially offset by an increase in benefit for income taxes of $25.4, lower restructuring costs of $72.1, and a lower interest expense of $59.0.

In fiscal 2025, net loss attributable to Coty Inc.

was $367.9 compared to income of $89.4 in fiscal 2024.

The increase in net loss was primarily driven by asset impairment charges of $212.8, higher net losses on forward repurchase contracts of $167.5, lower gross profit of $118.3, higher losses from equity investments of $108.0 as a result of unfavorable fair value market adjustment in the current period compared to favorable adjustments in the prior year period, and higher restructuring costs of $40.0, partially offset by a lower provision for income taxes of $89.7 in the current period, lower selling, general and administrative expenses of $59.0, and lower interest expense of $37.8.

In fiscal 2024, net income attributable to Coty Inc.

was $89.4 compared to income of $508.2 in fiscal 2023.

The net income increase was primarily driven by losses from forward repurchase contracts of $124.2 compared to gains of $168.7 in the prior year and a lower favorable adjustment of $205.0 related to the unrealized gain in the Wella investment in the current year.

ADJUSTED NET INCOME (LOSS) ATTRIBUTABLE TO COTY INC.

We believe that adjusted net income (loss) attributable to Coty Inc.

ADJUSTED NET INCOME ATTRIBUTABLE TO COTY INC.

We believe that adjusted net income attributable to Coty Inc.

provides an enhanced understanding of our performance.

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708.2 611.8 316.7 16 % 93 %

Change in fair value of investment in Wella Company (c)

Realized/unrealized loss (gain) on investment in Wella Company (c)

200.9 83.0 (25.0) >100% >100%

Adjustments to other expense (income) (d)

Unrealized loss on Wella Distribution Rights (d)

19.0 — — N/A N/A

Adjustments to other expense (income) (e)

(2.5) (0.6) (2.4) <(100%) 75 %

Adjustments to noncontrolling interest (e)

Adjustments to noncontrolling interest (f)

(6.8) (6.9) (6.8) 1 % (1 %)

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(b) See a description of adjustments under “Adjusted Operating Income (Loss) for Coty Inc.”

(c) In fiscal 2025, 2024, and 2023, the amount represents the unrealized (gain) loss recognized for the change in fair value of the investment in Wella.

(d) In fiscal 2025, the amount includes recovery of previously written-off non-income tax credits, the amortization of basis differences in certain equity method investments, and net loss on the sale of an equity investment.

In fiscal 2025 and 2024, the amount represents the unrealized (gain) loss recognized for the change in fair value of the investment in Wella.

(d) In fiscal 2026, the amount primarily represents the unrealized loss on Wella Distribution Rights.

(e) In fiscal 2026, the amount includes recovery of previously written-off non-income tax credits.

I n fiscal 2025, the amount includes recovery of previously written-off non-income tax credits, the amortization of basis differences in certain equity method investments, and net loss on the sale of an equity investment.

In fiscal 2024, the amount includes recovery of previously written-off non-income tax credits and the amortization of basis differences in certain equity method investments.

In fiscal 2023, the amount includes the amortization of basis differences in certain equity method investments and pension curtailment gains.

(e) The amounts represent the after-tax impact of the non-GAAP adjustments included in Net (loss) income attributable to noncontrolling interests based on the relevant noncontrolling interest percentage in the Consolidated Statements of Operations.

(f) As of June 30, 2025, 2024 and 2023, 23.7 million dilutive shares of Convertible Series B Preferred Stock were excluded in the computation of adjusted weighted-average diluted shares because their effect would be anti-dilutive.

(f) The amounts represent the after-tax impact of the non-GAAP adjustments included in Net income attributable to noncontrolling interests based on the relevant noncontrolling interest percentage in the Consolidated Statements of Operations.

(g) As of June 30, 2026, 2025 and 2024, 23.7 million dilutive shares of Convertible Series B Preferred Stock were excluded in the computation of adjusted weighted-average diluted shares because their effect would be anti-dilutive.

Quarterly Results of Operations Data

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Working capital movements are influenced by the sourcing of materials related to the manufacturing of products.

Cash and working capital management initiatives, including the phasing of vendor and tax payments and factoring of trade receivables from time-to-time, may also impact the timing and amount of our operating cash flows.

We remain focused on deleveraging our balance sheet using cash flows generated from our operations.

Cash and working capital management initiatives, including the phasing of vendor and tax payments, factoring of trade receivables, and facilitation of supplier finance programs, from time-to-time, may also impact the timing and amount of our operating cash flows.

We remain focused on deleveraging our balance sheet using cash flows generated from our operations as well as inorganic cash generating opportunities.

We continue to take steps to permanently reduce our debt, in order to reduce interest costs and improve our long term profitability and cash flows.

Our 25.84% investment in Wella gives us the opportunity for further permanent debt reductions when our equity position is divested.

We have substantially completed the exit of our commercial activities in Russia.

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

We anticipate that we will incur an immaterial amount of additional costs through the completion of the wind down, and future net cash costs of $1.0 to $1.5, which will be funded by our Russian subsidiary.

The amount of future costs, including cash costs, will be subject to various factors, such as additional government regulation and the resolution of legal contingencies.

On July 7, 2026, we received proceeds of $250.0 from the early termination of the Gucci Beauty license, which we intend to use to further reduce our debt, invest in our prestige fragrance and beauty portfolio, and optimize the organization to reflect the new business scope.

We will receive an additional $150.0 no later than September 30, 2027, of which up to $30.0 is contingent on certain criteria.

Under the terms of the agreement, we will continue to operate the Gucci Beauty brand through at least June 30, 2027.

Recent changes in U.S.

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from our Barcelona plant, and the sourcing of various components and marketing materials from China.

We estimate additional costs related to tariff increases to be around approximately $70.0 before any mitigating actions taken by the Company.

We expect that certain non-price related mitigating actions will offset $15.0-$20.0 of the impact from tariffs.

The vast majority of these costs are expected to be incurred in fiscal 2026, based on analyses of announcements made by the U.S.

administration including those on April 2, 2025 and on August 1, 2025, as well as announcements by U.S.

trade partners.

In response, we may consider more diversified sourcing and production strategies, strategic pricing adjustments and cost-reduction initiatives to help offset these pressures and protect our profitability.

In addition, reductions in consumer confidence and discretionary spending could impact demand for our products and negatively affect our sales.

We currently estima te that our operating results will be impacted by approximately $32.7 in costs related to tariff increases, after mitigating actions, through the first quarter of fiscal 2027.

Of this amount, approximately $29.3 was reflected in our fiscal 2026 operating results, with the remaining amount of approximately $3.4 expected to be reflected in the first quarter of fiscal 2027.

Despite our efforts, reductions in consumer confidence and discretionary spending could impact demand for our products and negatively affect our sales.

We are closely monitoring developments, evaluating potential impacts, and proactively taking steps to mitigate adverse effects on our business.

On February 20, 2026, the U.S.

Supreme Court issued a decision addressing the scope of tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”).

This ruling may allow for the recovery of IEEPA tariff amounts previously paid.

The ruling leaves uncertainties regarding the timing and administration of any potential IEEPA tariff refunds by the U.S.

government and may be subject to further legal and regulatory developments.

Following the U.S.

Supreme Court ruling, the administration replaced the invalidated IEEPA tariffs with tariffs under Section 122 of the Trade Act of 1974 , in addition to any existing non-IEEPA tariffs.

The Company is actively pursuing refund recovery activities related to IEEPA tariffs following ongoing validation and reconciliation of its claims;

however, recovery of such amounts is ultimately contingent upon CBP review and acceptance of the Company's submissions and supporting documentation.

As a result, the amount and timing of any refunds ultimately received could differ materially from the amounts claimed.

In fiscal 2025, we announced a plan to strengthen our operating model and simplify our fixed cost structure (the “Fixed Cost Reduction Plan”).

Cash costs associated with the program include restructuring and business structure realignment costs and are expected to be approximately $80.0, split between fiscal 2026 through fiscal 2028.

We incurred approximately $30.3 of cash costs life-to-date as of June 30, 2026, which have been recorded in Corporate.

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We expect to continue to take actions to improve the maturity mix of our debt, including through refinancings or new issuances of notes, as well as redemptions and/or tender offers for near-dated maturities, from time to time as market conditions permit.

We have taken action to reduce variability in our interest payments including paying down variable interest rate debt outstanding under our 2018 Coty Term A and 2018 Coty Term B Facility and issuing fixed rate bonds.

On July 9, 2026, the Company received a rating downgrade.

As a result, the covenant suspension related to our Senior Secured Notes is no longer applicable, and the related covenants and collateral release, as applicable, have been reinstated.

Consequently, in connection with its Senior Secured Notes, the Company is now required to grant security interests in certain of its assets as collateral, provide guarantees, and comply with additional covenants.

We do not currently believe this reinstatement will materially impact our overall liquidity;

however, it may potentially increase our borrowing costs for future issuances of debt.

We have taken action to reduce variability in our interest payments including paying down variable interest rate debt outstanding under our 2023 Revolving Credit Facility and issuing fixed rate bonds.

While our 2023 Revolving Credit Facility, which we draw on from time to time, is subject to variable interest rates, all of our other long-term debt outstanding as of June 30, 2026 is fixed rate debt.

Our 2026 Dollar Senior Secured Notes due April 2026 and the 2026 Euro Senior Secured Notes due April 2026 had amounts outstanding of $350.0 and €700.0 million, respectively, as of June 30, 2025.

On April 15, 2026, the Company repaid €250.0 million (approximately $294.7) of the remaining 2026 Euro Senior Secured Notes using proceeds from the 2023 Coty Revolving Credit Facility.

On December 18, 2025, we completed the sale of our remaining 25.84% equity interest in Wella to an entity affiliated with KKR.

We received $750.0 million in cash consideration.

On December 30, 2025, we used proceeds from the sale of the Wella investment to redeem €500.0 million (approximately $588.9) of the 2028 Euro Senior Secured Notes.

The 2028 Euro Senior Secured Notes were redeemed at a price in excess of their carrying amount, resulting in a premium on redemption of €14.4 million (approximately $16.9).

On October 15, 2025, we issued an aggregate principal of $900.0 of 5.600% senior notes due 2031 (the “2031 Senior Secured Notes”) in a private offering.

We received net proceeds of $888.0 in connection with the offering of the 2031 Senior Secured Notes.

On October 17, 2025, we used proceeds from the offering to redeem the remaining $350.0 outstanding under the 2026 Dollar Senior Secured Notes and €450.0 million (approximately $526.8) of the 2026 Euro Senior Secured Notes.

Our 2027 Euro Senior Secured Notes due May 2027 had amounts outstanding of €500.0 million as of June 30, 2026.

These notes are scheduled to mature in fiscal 2027 .

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The share price further declined during the amendment period, triggering cash settlements under our December 2022 and November 2023 forward repurchase contracts of $191.1, in February 2025.

A reduction in the price of Coty’s Class A Common Stock in August 2025 triggered additional payments under our remaining forward repurchase contracts.

We estimate making future cash payments to the counterparties of $54.0.

Due to further share price declines, the Company made cash payments of $194.4 in fiscal 2026.

The remaining notional amount for the forward repurchase contracts is $104.5.

Future reductions in the price of Coty’s Class A Common Stock may trigger additional payments under our remaining forward repurchase contracts.

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Remaining balances due from factors amounted to $3.9 and $3.8 as of June 30, 2026 and 2025, respectively.

Supplier Financing Programs

From time to time, we improve the timing of our cash flows through facilitation of supplier financing programs.

See note 12 — Supplier Financing Programs in the notes to our Consolidated Financial Statements for additional information.

Year Ended June 30,

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Net cash provided by operating activities $ 537.8 $ 492.6 $ 614.6

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

Net cash provided by (used in) investing activities 539.0 (128.4) (226.2)

Net cash used in financing activities (1,161.2) (426.8) (336.7)

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Net cash provided by operating activities was $537.8, $492.6 and $614.6 for fiscal 2026, 2025 and 2024, respectively.

The increase in cash provided by operating activities of $45.2 in fiscal 2026 as compared with fiscal 2025 was primarily driven by a net inflow in changes from working capital accounts, partially offset by lower cash-related net income year-over-year.

The net inflow from changes in working capital was mainly due to a decrease in discretionary compensation payments, a shift in timing of net revenues driving the year-over-year fluctuation in trade receivables, and higher inflows from accrued expenses and accounts payable, partially offset by an increase of inventory safety-stock levels.

The decrease in cash provided by operating activities of $122.0 in fiscal 2025 as compared with fiscal 2024 was mainly driven by the impact of higher cash outflows from working capital, primarily reflecting changes in accounts payable and accrued expenses and inventories.

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The decrease in cash provided by operating activities was partially offset by lower cash outflows related to the timing of payments for income taxes.

The decrease in cash provided by operating activities of $11.1 in fiscal 2024 as compared with fiscal 2023 is primarily the result of a negative impact from changes in accounts payable due to the timing of payments and mix of vendor terms, higher cash outflows from the timing of income tax related payments and changes in trade receivables reflecting higher net revenues with an unfavorable customer mix and decreases from lower factoring.

These decreases were partially offset by higher year over year impacts from all other net working capital accounts which include a positive impact from inventory levels returning closer to normal compared to the prior year when inventory levels reflected increased safety stock to mitigate supply chain constraints.

Net working capital accounts in the current year were also positively impacted by a net inflow of $35.0 as a reimbursement from Wella for working capital financed by Coty since the separation from the Wella business.

Net cash used in investing activities

Net cash used in investing activities was $128.4, $226.2 and $118.2 for fiscal 2025, 2024 and 2023, respectively.

Net cash provided by (used in) investing activities

Net cash provided by (used in) investing activities was $539.0, $(128.4) and $(226.2) for fiscal 2026, 2025 and 2024, respectively.

The increase in cash provided by investing activities of $667.4 in fiscal 2026 as compared with fiscal 2025 was primarily driven by the cash proceeds of $750.0 in the current year from the sale of our remaining equity interest in Wella, compared to $74.0 cash proceeds in the prior year from the sale of the 20% KKW Holdings equity investment and related assets.

Lower capital expenditures, mainly for marketing furniture and IT-related projects, also contributed to the decrease in cash used for investing activities year-over-year.

This was partially offset by purchases of short-term investments in the current year, as well as lower cash collections of contingent consideration related to the sale of a discontinued business.

The decrease in cash used in investing activities of $97.8 in fiscal 2025 as compared with fiscal 2024 primarily reflects current year cash proceeds from the termination of the KKW Collaboration Agreement and sale of the 20% KKW Holdings equity investment combined with lower capital expenditures year-over-year.

These impacts were partially offset by the non-recurring proceeds during the prior year from early license termination.

The increase in cash used in investing activities of $108.0 in fiscal 2024 as compared with fiscal 2023 was primarily due to lower current year proceeds related to the early termination of the Lacoste license agreement and proceeds from sale of other long-term assets combined with the impact of an increase in capital expenditures.

The year over year increases in cash used in investing activities were partially offset by the current year collection of contingent consideration.

Net cash used in financing activities

Net cash used in financing activities was $1,161.2, $426.8 and $336.7 for fiscal 2026, 2025 and 2024, respectively.

The increase in cash used in financing activities of $734.4 in fiscal 2026 as compared to fiscal 2025 was primarily driven by long-term debt-related activity.

This reflected net repayments under the Company's revolving credit facility in the current year, compared to net borrowings in the prior year, as well as higher net repayments of Senior Secured Notes, which were partially funded by proceeds from the issuance of a new Senior Note and the proceeds from the sale of the Company's remaining equity interest in Wella.

Cash used in financing activities also increased due to higher payments for deferred financing fees, which included a premium payment in connection with the settlement of a Senior Note in the current year.

These increases were partially offset by net proceeds from realized gains on foreign currency contracts, compared to net repayments in the prior year, and lower payments associated with forward repurchase contracts.

The increase in cash used in financing activities of $90.1 in fiscal 2025 as compared to fiscal 2024 was primarily driven by the cash proceeds from issuance of Class A Common Stock in connection with the global offering in the prior year which did not recur, and higher net repayments relating to other long-term debt.

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Net cash used in financing activities as it relates to the forward repurchase contracts was relatively flat year-over-year, reflecting the cash payment for the settlement of the June 2022 forward repurchase contract in the prior year, and cash payments and refund for the hedge valuation adjustments in the current year.

The decrease in cash used in financing activities of $132.6 in fiscal 2024 as compared to fiscal 2023 was primarily driven by the current year net proceeds from the issuance of Class A Common Stock in connection with the global offering and lower cash payments related to the Company’s financing related foreign currency contracts in the current year compared to the prior year.

The decrease in cash used in financing activities was partially offset by higher outflows in the current year related to the Company’s forward repurchase contracts, higher current year net repayments as a result of current year debt related activity, as well as higher payments year over year for the associated deferred financing fees.

On April 29, 2020, the Board of Directors suspended the payment of dividends on Common Stock.

As previously disclosed, we expect to suspend the payment of dividends until we approach a Net debt to Adjusted earnings before interest,

taxes, depreciation and amortization (“Adjusted EBITDA”) target of 2x.

As previously disclosed, we expect to suspend the payment of dividends until we approach a Net debt to Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) target of 2x.

We expect to consider any future resumption of dividends in line with that target while continuing to pursue our deleveraging agenda and implementing our strategic initiatives.

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Long-term debt obligations $ 3,069.7 $ 569.8 $ — $ 849.9 $ — $ 1,650.0 $ —

Interest on long-term debt obligations (a)

1,383.0 202.6 215.5 226.1 234.1 248.4 256.3

Operating lease obligations 283.6 73.5 57.9 47.0 30.9 19.7 54.6

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Royalty payments 869.0 213.3 158.6 139.2 132.3 94.6 131.0

Other contractual obligations (c)

Other contractual obligations (b)

884.0 687.4 97.6 55.1 22.4 21.5 —

Other long-term obligations:

Pension obligations (mandated) (d)

Pension obligations (mandated) (c)

13.0 3.0 2.8 2.6 2.4 2.2 —

Total $ 5,119.3 $ 1,547.0 $ 316.9 $ 1,093.8 $ 188.0 $ 1,788.0 $ 185.6

(a) Interest costs on our debt after consideration of our interest rate swap arrangements are determined based on interest rate forecast and assumptions of the amount of debt outstanding.

A 25 basis-point increase in our variable interest rate debt would have increased our interest costs by $37.1 over the term of our long-term debt.

(b) Obligations under license agreements relate to royalty payments and required advertising and promotional spending levels for our products bearing the licensed trademark.

(a) Obligations under license agreements relate to royalty payments and required advertising and promotional spending levels for our products bearing the licensed trademark.

Royalty payments are typically made based on contractually defined net sales.

However, certain licenses require minimum guaranteed royalty payments regardless of sales levels.

Actual royalty payments are expected to be higher.

Minimum guaranteed royalty payments and required minimums for advertising and promotional spending have been included in the table above.

Actual royalty payments and advertising and promotional spending are expected to be higher.

Furthermore, early termination of any of these license agreements could result in potential cash outflows that have not been reflected above.

(c) Other contractual obligations primarily represent advertising/marketing, manufacturing, logistics and capital improvements commitments.

(b) Other contractual obligations primarily represent advertising/marketing, manufacturing, logistics and capital improvements commitments.

We also maintain several distribution agreements for which early termination could result in potential future cash outflows that have not been reflected above.

(d) Represents future contributions to our pension and other postretirement benefit plans over the next five years mandated by local regulations or statutes.

(c) Represents future contributions to our pension and other postretirement benefit plans over the next five years mandated by local regulations or statutes.

Subsequent funding requirements cannot be reasonably estimated as the return on plan assets in future periods, as well as future assumptions, are not known.

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The table excludes $142.4 of preferred stock, which is reflected in Convertible Series B Preferred Stock in the Consolidated Balance Sheet as of June 30, 2026.

Given the provisions of the associated Put rights, Convertible Series B

Preferred Stock is redeemable outside of our control upon certain change of control events and is recorded in temporary equity.

Given the provisions of the associated Put rights, Convertible Series B Preferred Stock is redeemable outside of our control upon certain change of control events and is recorded in temporary equity.

See Note 20—Equity and Convertible Preferred Stock in the notes to our Consolidated Financial Statements for further discussion related to the calculation of the Convertible Series B Preferred Stock.

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From time to time, our Brazilian subsidiaries receive tax assessments from local, state, and federal tax authorities in Brazil.

In relation to the appeal of our Brazilian tax assessments, we have entered into surety bonds of approximately $172.0 as of June 30, 2025.

In relation to the appeal of our Brazilian tax assessments, we have entered into surety bonds of R$1,117.9 million (approximately $216.1) as of June 30, 2026.

See Note 23—Legal and Other Contingencies for more details on these tax assessments.

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In July 2021, the Company entered into foreign exchange forward contracts to hedge up to 80% of our euro denominated external debt as part of management's strategy to minimize the impact of currency movements on those debt instruments.

The outstanding foreign exchange forward contracts mature by the end of the first quarter of fiscal year 2026, and the Company does not anticipate extending these contracts beyond that maturity date.

The outstanding foreign exchange forward contracts matured by the end of the first quarter of fiscal year 2026, and the Company did not extend these contracts beyond that maturity date.

Net (losses) gains of $10.6, $(3.8) and $(16.5) in fiscal 2026, 2025 and 2024, respectively, resulting from financing foreign exchange currency transactions are included in Interest expense, net in the Consolidated Statements of Operations.

Exchange gains or losses are also partially offset through the use of qualified derivatives under hedge accounting, for which we record accumulated gains or losses in Accumulated other comprehensive income until the underlying transaction occurs at which time the gain or loss is reclassified into the respective account in the Consolidated Statements of Operations.

We have experienced and will continue to experience fluctuations in our net income as a result of balance sheet transactional exposures.

We use a combination of foreign currency forward contracts and cross currency contracts when necessary to offset these exposures.

We have experienced and will continue to experience fluctuations in our net (loss) income as a result of balance sheet transactional exposures.

We use a combination of foreign currency forward contracts when necessary to offset these exposures.

As of June 30, 2026, in the event of a 10% increase in the prevailing market rates of hedged foreign currencies versus the U.S.

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We may reduce our exposure to fluctuations in the cash flows associated with changes in the variable interest rates by entering into offsetting positions through the use of derivative instruments, such as interest rate swap contracts.

The interest rate swap contracts result in recognizing a fixed interest rate for the portion of our variable rate debt that was hedged.

This will reduce the negative and positive impact of increases in the variable rates over the term of the contracts.

The interest rate swap contracts would result in recognizing a fixed interest rate for the portion of our variable rate debt that was hedged.

This would reduce the negative and positive impact of increases in the variable rates over the term of the contracts.

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

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Since our senior notes (the “Notes”) bear interest at fixed rates and are carried at amortized cost, fluctuations in interest rates do not have any impact on our consolidated financial statements.

However, the fair value of the Notes will fluctuate with

movements in market interest rates, increasing in periods of declining interest rates and declining in periods of increasing interest rates.

However, the fair value of the Notes will fluctuate with movements in market interest rates, increasing in periods of declining interest rates and declining in periods of increasing interest rates.

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

Equity Investment Risk

Our equity investments are investments in equity securities of privately-held companies without readily determinable fair values, including an investment of approximately $1,002.0 that is valued using the fair value option as of June 30, 2025.

These investments are subject to a wide variety of market-related risks that could have a material impact on the carrying value of our holdings.

We continually evaluate our equity investments in privately-held companies.

See Note 10—Equity Investments for additional information.

In addition to the above equity investments, we entered into forward repurchase contracts in December 2022 and November 2023 with three large financial institutions to hedge for potential $200.0 and $294.0 share buyback programs of share repurchases in 2025 and 2026, respectively.

As of June 30, 2026, we no longer have any outstanding equity investments in equity securities of privately-held companies.

In addition, we entered into forward repurchase contracts in December 2022 and November 2023 with three large financial institutions to hedge for potential $200.0 and $294.0 share buyback programs of share repurchases in 2025 and 2026, respectively.

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.

These forward repurchase contracts are accounted for at fair value, with changes in the fair value recorded in Other expense (income), net within the Consolidated Statements of Operations.

Subsequently, in January 2026, the Company entered into amendment agreements with all of the counterparties to extend maturity dates of both the December 2022 and November 2023 forward repurchase contracts by one year to January 2027.

These forward repurchase contracts are accounted for at fair value, with

changes in the fair value recorded in Other expense (income), net within the Consolidated Statements of Operations.

Our primary exposure is the movements of our stock price during the contract period, which may be volatile and is likely to fluctuate due to a number of factors beyond our control.

These factors include actual or anticipated fluctuations in the quarterly and annual results of our Company or of other peer companies in the industry, market perceptions concerning the macroeconomic, social or political developments, industry conditions, changes in government regulation and the securities market trends.

We estimate that an immediate, hypothetical 10% decline in our stock price would result in a $22.1 decrease in the fair value of these forward repurchase contracts and reduce our Income (loss) before income taxes.

In addition, such a decline would trigger a Hedge Valuation Adjustment as discussed in Liquidity and Capital Resources.

We estimate that an immediate, hypothetical 10% decline in our stock price would result in a $10.3 decrease in the fair value of these forward repurchase contracts and reduce our (Loss) income before income taxes.

Such a decline would not trigger a Hedge Valuation Adjustment, as discussed in Liquidity and Capital Resources.

Any realized gains or losses resulting from such fair value changes would occur if we elect to terminate the forward repurchase contracts prior to or on maturity.

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If the historical data we use to calculate these estimates does not approximate future returns, additional allowances may be required.

Equity Investments

The Company elected the fair value option to account for its investment in the Wella Company to align with our strategy for this investment.

The fair value is updated on a quarterly basis.

The investment is classified within Level 3 in the fair value hierarchy because we estimate the fair value of the investment using a combination of the income approach, the market approach and private transactions, when applicable.

Changes in the fair value of an equity investment under the fair value option are recorded in Other expense (income), net within the Consolidated Statements of Operations (see Note 10—Equity Investments).

Some of the inherent estimates and assumptions used in determining fair value of the Wella Company are outside the control of management, including interest rates, cost of capital, tax rates, credit ratings and industry growth.

While we believe we have made reasonable estimates and assumptions to calculate the fair value of the Wella Company, it is possible changes could occur.

As for the Wella Company, if in future years, the actual results are not consistent with our estimates and assumptions used to calculate fair value, we may be required to recognize additional adjustments.

Goodwill, Other Intangible Assets and Long-Lived Assets

Goodwill, Other Indefinite-Lived Intangible Assets and Long-Lived Assets

Goodwill is calculated as the excess of the cost of purchased businesses over the fair value of their underlying net assets.

Other intangible assets consist of indefinite-lived trademarks.

Goodwill and other indefinite-lived intangible assets are not amortized.

We assess goodwill at least annually as of May 1 for impairment, or more frequently, if certain events or circumstances warrant.

We test goodwill for impairment at the reporting unit level, which is the same level as our reportable segments.

Goodwill is allocated and evaluated at the reporting unit level, which are the Company’s operating segments.

We identify our reporting units by assessing whether the components of our reporting segments constitute businesses for which discrete financial information is available, and management of each reporting unit regularly reviews the operating results of those components.

When testing goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis to determine if it is necessary to perform a quantitative goodwill impairment test.

The Company allocates goodwill to one or more reporting units that are expected to benefit from synergies of the business combination.

Goodwill is not amortized but is evaluated for impairment at least annually as of May 1, or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

When performing our annual assessment of goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis to determine if it is necessary to perform a quantitative goodwill impairment test.

In performing our qualitative assessment, we consider the extent to which unfavorable events or circumstances identified, such as changes in economic conditions, industry and market conditions or company specific events, could affect the comparison of the reporting unit’s fair value with its carrying amount.

If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we are required to perform a quantitative impairment test.

Additionally, the Company considers the relationship between its market capitalization and the estimated fair values of its reporting units, including periods of sustained declines in its stock price.

We evaluate the totality of events and circumstances and if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we are required to perform a quantitative impairment test.

Quantitative impairment testing for goodwill is based upon the fair value of a reporting unit as compared to its carrying value.

We make certain judgments and assumptions in allocating assets and liabilities to determine carrying values for our reporting units.

Further, we estimate fair values of reporting units using significant estimates and assumptions.

The impairment loss recognized would be the difference between a reporting unit’s carrying value and fair value in an amount not to exceed the carrying value of the reporting unit’s goodwill.

Testing goodwill for impairment requires us to estimate fair values of reporting units using significant estimates and assumptions.

The assumptions made will impact the outcome and ultimate results of the testing.

Such charge could have a material effect on the Consolidated Statements of Operations and Balance Sheets.

The assumptions made to estimate the fair value of reporting units will impact the outcome and ultimate results of the testing.

We use industry accepted valuation models and set criteria that are reviewed and approved by various levels of management and, in certain instances, we engage independent third-party valuation specialists.

To determine fair value of the reporting unit, we used a combination of the income and market approaches, when applicable.

We believe the blended use of both models, when applicable, compensates for the inherent risk associated with either model if used on a stand-alone basis, and this combination is indicative of the factors a market participant would consider when performing a similar valuation.

To determine the fair value of the reporting units, we use either a combination of the income and market approaches or solely the income approach, when the market approach is less representative of fair value.

We believe either the blended approach or the income approach are indicative of the factors a market participant would consider when performing a similar valuation.

Under the income approach, we determine fair value using a discounted cash flow method, projecting future cash flows of each reporting unit, as well as a terminal value, and discounting such cash flows at a rate of return that reflects the relative risk of the cash flows.

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Certain future events and circumstances, including deterioration of market conditions, higher cost of capital, a decline in actual and expected consumer consumption and demands, could result in changes to these assumptions and judgments.

A revision of these assumptions could cause the fair values of the reporting units to fall below their respective carrying values, resulting in a non-cash impairment charge.

Such charge could have a material effect on the Consolidated Statements of Operations and Balance Sheets.

There were no impairments of goodwill at our reporting units in fiscal 2025, 2024 or fiscal 2023.

Based on the annual impairment test performed on May 1, 2025, we determined that the fair value of each of the reporting units exceeded their respective carrying values at that date by approximately 55.4% and 28.9% relating to the Prestige and Consumer Beauty reporting units, respectively.

A revision of these assumptions could cause the fair values of the reporting units to fall below their respective carrying values.

There were no impairments of goodwill at our reporting units in fiscal 2025 and 2024.

In fiscal 2026, there were asset impairment charges of $237.1 recorded to the Consumer Beauty reporting unit.

In the third quarter of fiscal 2026, due to continuing stock price declines and decreased market capitalization for the Company, as well as reduced forecasts for Consumer Beauty, the Company performed a quantitative impairment test.

Based on the impairment test performed as of March 31, 2026, the fair value of the Prestige reporting unit exceeded its carrying value by 3.7%.

To determine the fair value of the Prestige reporting unit, we used annual revenue growth rates of up to 6.0%, and a discount rate of 11.75%.

For the Consumer Beauty reporting unit test performed as of March 31, 2026, the Company determined that its carrying value exceeded its estimated fair value, resulting in an asset impairment charge of $237.1 related to goodwill.

To determine the

fair value of our Consumer Beauty reporting unit as of March 31, 2026, we used annual revenue growth rates of up to 2.4% and a discount rate of 11.50%.

Based on the annual impairment test performed on May 1, 2026, we determined that it is not more likely than not that the fair value of each of the reporting units is less than their respective carrying amount as of that date.

Consequently, there were no goodwill impairment charges recorded as a result of the annual impairment test performed on May 1, 2026.

To determine the fair value of our reporting units, we have used annual revenue growth rates ranging from (6.3)%-6.0% and (1.7)%-8.3% for the Prestige and Consumer Beauty reporting units, respectively, and a discount rate of 10.5%.

Some of the inherent estimates and assumptions used in determining fair value of the reporting units are outside the control of management, including interest rates, cost of capital, tax rates, credit ratings and industry growth.

While the Company believes it has made reasonable estimates and assumptions to calculate the fair values of the reporting units, it is possible changes could occur.

As for all the Company’s reporting units, if in future years, the reporting unit’s actual results are not consistent with the Company’s estimates and assumptions used to calculate fair value, the Company may be required to recognize material impairments to goodwill.

The Company will continue to monitor its reporting units for any triggering events or other signs of impairment.

The Company may be required to perform additional impairment testing based on changes in the economic environment, disruptions to the Company’s business, significant declines in operating results of the Company’s reporting units, further sustained deterioration of the Company’s market capitalization, and other factors, which could result in impairment charges in the future.

Based on the most recent quantitative impairment test performed as of March 31, 2026, adverse changes in key valuation assumptions, including annual revenue growth rates or the discount rate, could result in additional impairment charges.

The fair value of the Prestige reporting unit would fall below its carrying value if the annual revenue declined 160 basis points, or the discount rate increased by 75 basis points.

With regard to the Consumer Beauty reporting unit, if the annual revenue declined 25 basis points it may cause an additional impairment of $35.0.

If the discount rate increased by 25 basis points, it may cause an additional impairment of $43.0.

Some of the inherent estimates and assumptions used in determining fair value of goodwill are outside the control of management, including interest rates, cost of capital, tax rates, credit ratings and industry growth.

Given the negative market trends and competitive conditions in the color cosmetics market, particularly in the United States and some European markets, combined with broader macroeconomic disruptions and the potential financial impact on the Company’s business, there can be no assurance that the Company's estimates and assumptions regarding the macroeconomic factors made for purposes of the goodwill interim impairment testing performed during our 2026 fiscal year will prove to be accurate predictions of the future.

While the Company believes it has made reasonable estimates and assumptions to calculate the fair value of goodwill, it is possible changes could occur due to other market conditions or changes in our discount rates.

The Company will continue to monitor its goodwill for any triggering events or other signs of impairment.

The Company may be required to perform additional impairment testing based on changes in the economic environment, disruptions to the Company’s business, or significant declines in operating results of the Company’s reporting units.

Although management cannot predict when improvements in macroeconomic conditions will occur, if consumer confidence and consumer spending decline significantly in the future or if commercial and industrial economic activity or the market capitalization deteriorates significantly from current levels, it is reasonably likely the Company will be required to record impairment charges in the future.

Other Intangible Assets

We assess 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.

Other Indefinite-Lived Intangible Assets

Other indefinite-lived intangible assets consist of indefinite-lived trademarks (“trademarks”) that are not amortized, but are evaluated for impairment at least annually as of May 1, or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

Trademarks are tested for impairment on a brand level basis.

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CoverGirl of $215.8, Max Factor of $41.9, Sally Hansen of $113.8, Philosophy of $84.7, and other trademarks totaling $170.5.

On May 1, 2024 and 2023, we performed our annual impairment testing of our trademarks and determined that no adjustments to carrying values were required.

On May 1, 2024, we performed our annual impairment testing of our trademarks and determined that no adjustments to carrying values were required.

In fiscal 2025, we recorded total impairments on our trademarks of $212.8.

During fiscal 2026, we recorded total impairments on our trademarks of $125.7.

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

Management concluded these adverse factors represented an indicator of impairment that warranted an interim test for certain trademarks.

Based on the evaluation of future cash flows of these trademarks, impairment charges of $212.8 were recorded related to our Max Factor ($84.0), CoverGirl ($61.0), and Bourjois ($24.9) trademarks within the Consumer Beauty Segment and for our Philosophy ($42.9) trademark within the Prestige Segment.

As part of the May 1, 2025 annual impairment test, we determined that the fair value of our CoverGirl, Max Factor, Sally Hansen, and Philosophy trademarks exceeded their carrying values by approximately 0.2%, 7.2%, 2.5%, and 3.6%, using annual revenue growth rates ranging from (7.7)%-5.4%, (6.1)%-2.0%, (11.1)%-9.0%, and (4.9)%-2.0%, and a discount rate of 11.95%, 14.0%, 11.25%, and 11.25%, respectively.

The fair value of CoverGirl, Max Factor, Sally Hansen, and Philosophy would fall below their carrying values if the annual revenue growth rate decreased by approximately 25 basis points, 320 basis points, 260 basis points, and 350 basis points, respectively or the discount rate increased by 5 basis points, 100 basis points, 25 basis points, and 35 basis points, respectively.

The fair values of the remaining trademarks exceeded their carrying values by amounts ranging from 26% to 868%, except for Bourjois with 0% excess due to recent impairment recorded during the third quarter of fiscal 2025.

Some of the inherent estimates and assumptions used in determining fair value of our trademarks are outside the control of management, including interest rates, cost of capital, tax rates, credit ratings and industry growth.

While the Company believes it has made reasonable estimates and assumptions to calculate the fair values of our trademarks, it is possible changes could occur.

As for our trademarks, the most significant assumptions used are the revenue growth rate and the discount rate, a decrease in the revenue growth rate or an increase in the discount rate could result in a future impairment.

The Company will continue to monitor its trademarks for any triggering events or other signs of impairment.

The Company may be required to perform additional impairment testing based on changes in the economic environment, disruptions to the Company’s business, significant declines in operating results of the Company’s reporting units and/or trademarks, further sustained deterioration of the Company’s market capitalization, and other factors, which could result in impairment charges in the future.

In the third quarter, the Company was adversely impacted by sales declines within mass fragrance and color cosmetics, particularly within the United States and Europe.

As a result, the Company determined that an impairment measurement for certain other intangible assets was warranted as of March 31, 2026.

Based on the evaluation of future cash flows of these trademarks, we recorded an impairment charge of $125.7 related to the CoverGirl ($50.6), Sally Hansen ($48.5), Max Factor ($22.5) and Bourjois ($4.1) trademarks within the Consumer Beauty segment.

For the quantitative impairment test performed as of March 31, 2026, the fair value of the CoverGirl trademark fell below its carrying value using annual growth rates of up to 2.0% and a discount rate of 13.2%.

The fair value of the Sally Hansen trademark fell below its carrying value using annual revenue growth rates of up to 2.0% and a discount rate of 12.5%.

The fair value of the Max Factor trademark fell below its carrying value using annual revenue growth rates of up to 2.0% and a discount

rate of 15.3%.

The fair value of the Bourjois trademark fell below its carrying value using annual revenue growth rates of up to 2.0% and a discount rate of 21.2%.

Based on the May 1, 2026 annual impairment test, we determined that it is not more likely than not that the fair value of each of our trademarks is less than their carrying amount as of that date.

Consequently, there were no impairment charges recorded as a result of the annual impairment test performed on May 1, 2026.

For instance, with regard to the CoverGirl trademark, if the annual revenue declined by 100 basis points it may cause an additional impairment of $2.0.

If the discount rate increased by 50 basis points, it may cause an additional impairment of $9.0.

With regards to the Sally Hansen trademark, if the annual revenue declined by 100 basis points it may cause an additional impairment of $1.0.

If the discount rate increased by 50 basis points, it may cause an additional impairment of $5.0.

With regards to the Max Factor trademark, if the annual revenue declined by 100 basis points it may cause an additional impairment of less than $1.0.

If the discount rate increased by 50 basis points, it may cause an additional impairment of $1.0.

With regards to the Bourjois trademark, if the annual revenue declined by 100 basis points it may cause an additional impairment of less than $1.0.

If the discount rate increased by 50 basis points, it may cause an additional impairment of less than $1.0.

The fair value of Philosophy would fall below its carrying value if the annual revenue declined 1,600 basis points, or the discount rate increased by 200 basis points.

Some of the inherent estimates and assumptions used in determining fair value of the indefinite-lived other intangible assets are outside the control of management, including interest rates, cost of capital, tax rates, credit ratings and industry growth.

Given the negative market trends and competitive conditions in the color cosmetics market, particularly in the United States and some European markets, combined with broader macroeconomic disruptions and the potential financial impact on the Company’s business, there can be no assurance that the Company's estimates and assumptions regarding the macroeconomic factors made for purposes of the indefinite-lived intangible asset interim impairment testing performed during our 2026 fiscal year will prove to be accurate predictions of the future.

While the Company believes it has made reasonable estimates and assumptions to calculate the fair values of the other indefinite-lived intangible assets, it is possible changes could occur.

Regarding the indefinite-lived intangible assets, the most significant assumptions used are the revenue growth rate and the discount rate, a decrease in the revenue growth rate or an increase in the discount rate could result in a future impairment.

The Company will continue to monitor its indefinite-lived trademarks for any triggering events or other signs of impairment.

Long-Lived Assets

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If the projected undiscounted cash flows are less than the carrying value, an impairment would be recorded for the excess of the carrying value over the fair value, which is determined by discounting future cash flows.

During fiscal years 2025, 2024 and 2023, we recorded asset impairment charges of nil, $1.7 and $4.3, respectively, to Property and equipment, net and nil, nil and $1.1, respectively to Operating lease right-of-use assets, primarily relating to the abandonment of equipment or leases no longer in use.

During fiscal years 2026, 2025 and 2024, we recorded asset impairment charges of $9.1, nil and $1.7, respectively, to Property and equipment, net and nil, nil and nil, respectively to Operating lease right-of-use assets, primarily relating to the abandonment of equipment or leases no longer in use.

These impairment charges are primarily recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations.

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What changed 10-K

Item 7. Management’s Discussion and Analysis