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Item 9A. Controls and Procedures

2026-08-20 compared with 2025-08-21 · 624 added, 560 removed, 1864 unchanged (39% of the section changed)

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We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that

information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Interim Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026.

Based on the evaluation of our disclosure controls and procedures as of June 30, 2026, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

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(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2015).

Sale and Purchase Agreement, dated as of October 17, 2016, by and among Coty Inc., Gloria Coinvest 1 L.P., Lion Capital Fund III L.P., Lion Capital Fund III SBS L.P., Lion Capital Fund III (USD) L.P., Lion Capital Fund III SBS (USD) L.P., Ghd Nominees Limited (“GHD”), the management sellers named therein, and the other individual sellers named therein (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 17, 2016).*

Tax Matters Agreement, effective as of October 1, 2016, by and among Coty Inc., The Procter & Gamble Company, Galleria Co.

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and solely for the purpose of Section 6.7 and Section 6.13, KKJ 2018 Irrevocable Trust (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 5, 2020).

Sale and Purchase Agreement, dated June 1, 2020, by and among Coty Inc., Coty International Holding, B.V.

and Rainbow UK Bidco Limited (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on June 2, 2020).

Separation Agreement, dated June 1, 2020, by and among Coty Inc., Coty International Holding, B.V., Waves UK Divestco Limited and Rainbow UK Bidco Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 2, 2020).

Amended and Restated Sale and Purchase Agreement, dated November 11, 2020, by and among Coty Inc., Coty International B.V.

and Rainbow UK Bidco Limited (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2020).

Amended and Restated Separation Agreement, dated November 11, 2020, by and among Coty Inc., Coty International B.V., Waves UK Divestco Limited and Rainbow UK Bidco Limited(incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2020).

Purchase and Sale Agreement, dated December 18, 2025, by and among Coty JV Holding S.à r.l., Tides Holdco Limited and Rainbow JVCo Limited ( incorporat ed by reference to Exhibit 2.1 to the Company ’ s Current Report on Form 8-K filed on December 1 9 , 2025) .

Amended and Restated Certificate of Incorporation of Coty Inc.

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Description of Securities.

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

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

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

and the other grantors party to the Consent of Grantors attached thereto (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on April 22, 2021).

Pledge and Security Agreement, dated as of April 21, 2021, by and among Coty Inc., the other grantors from time to time party thereto and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on April 22, 2021).

Indenture, dated as of June 16, 2021, among Coty Inc., the guarantors named therein, and Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent and Deutsche Bank AG, London Branch as paying agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K file on June 16, 2021).

Form of 3.875% Senior Secured Notes due 2026 (included in Exhibit 4.13) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K file on June 16, 2021).

Joinder Agreement No.

1, dated as of June 16, 2021 among and acknowledged by JPMorgan Chase Bank, N.A., as credit facility agent, Deutsche Bank Trust Company Americas as initial other authorized representative, and the Company to the First Lien/First Lien Intercreditor Agreement, dated as of April 21, 2021 among JPMorgan Chase Bank, N.A., as credit facility agent and Deutsche Bank Trust Company Americas as initial other authorized representative (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 16, 2021).

Pledge and Security Agreement, dated as of June 16, 2021, by and among Coty Inc., the other grantors from time to time party thereto and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on June 16, 2021).

Indenture, dated as of November 30, 2021, among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S.

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(incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 30 , 2021).

Form of 4.750% Senior Secured Notes due 2029.

(included in Exhibit 4.17) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 30, 2021).

Form of 4.750% Senior Secured Notes due 2029 (included in Exhibit 4.6)

Joinder Agreement No.

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LLC, the guarantors named therein, and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent and Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 26, 2023).

Form of 6.625% Senior Secured Notes due 2030 (included in Exhibit 4.21)(incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 26, 2023).

Form of 6.625% Senior Secured Notes due 2030 (included in Exhibit 4.10).

Joinder Agreement No.

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LLC, the other grantors from time to time party thereto and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on July 26, 2023).

Indenture, dated as of September 19, 2023, among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S.

LLC, the guarantors named therein, Deutsche Bank Trust Company Americas, as trustee, registrar and collateral agent, and Deutsche Bank AG, London Branch, as paying agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 19, 2023).

Form of 5.750% Senior Secured Notes due 2028 (included in Exhibit 4.25) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 19, 2023).

Joinder Agreement No.

4, dated as of September 19, 2023 among JPMorgan Chase Bank, N.A., as credit facility agent, Deutsche Bank Trust Company Americas, as initial other authorized representative, and the Company to the First Lien/First Lien Intercreditor Agreement, dated as of April 21, 2021, as modified by the Joinder Agreement No.

1, dated as of June 16, 2021, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas, as initial other authorized representative, the Joinder Agreement No.

2, dated as of November 30, 2021, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas, as initial other authorized representative, and the Joinder Agreement No.

3, dated as of July 26, 2023, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas, as initial other authorized representative (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 19, 2023).

Pledge and Security Agreement, dated as of September 19, 2023, by and among the Company, HFC Prestige Products, Inc., HFC Prestige International U.S.

Indenture, dated as of May 30, 2024, among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S.

Form of 4.500% Senior Secured Notes due 2027 (included in Exhibit 4.29) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 30, 2024).

Form of 4.500% Senior Secured Notes due 2027 (included in Exhibit 4.14).

Joinder Agreement No.

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Indenture, dated as of October 15, 2026, among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S.

LLC and Deutsche Bank Trust Company Americas, as trustee, registrar and paying agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 15, 2025).

Form of 5.600% Senior Notes due 2031 (included in Exhibit 4.18)

Credit Agreement, dated as of October 27, 2015, by and among Coty Inc., the other borrowers party thereto from time to time, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 30, 2015).

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6 (Refinancing Amendment), dated as of July 11, 2023, by and among Coty Inc., Coty B.V., the other loan parties party thereto, the refinancing revolving lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 14, 2023)

Shareholders’ Agreement, dated as of November 30, 2020, by and between Coty Inc., Coty International B.V., Rainbow Capital Group Limited, Rainbow JVCo Limited and Rainbow UK Bidco Limited (incorporated by reference to Exhibit 10.2 to the Company’s 8-K filed on December 1, 2020).

IP Cross-License Agreement, dated as of November 30, 2020, by and between Coty International B.V.

and Wella International Operations Switzerland S.á.r.l.

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

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

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

Shareholders’ Agreement, dated December 18, 2025, by and between Coty JV Holding S.à r.l., Tides Holdco Limited and Tides Holdco Blocker Limited (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 19, 2025).

Secondment Agreement, dated as of December 16, 2025, between JAB Partners UK Ltd.

and Coty Management BV.†

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

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(Incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2023).†

Employment Agreement dated June 28, 2024 between Laurent Mercier and Coty SAS (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on February 5, 2026).†

Employment Agreement, dated December 21, 2020, between Coty Italia S.r.l.

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and Sue Nabi (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2021).†

Equity Transfer Agreement, dated July 2, 2020, among Cottage Holdco B.V., Coty Inc.

and Sue Nabi (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2021).†

Restricted Stock Unit Award between Coty Inc.

and Sue Nabi.

(incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on August 26, 2021) †

Amended Employment Agreement, dated May 4, 2023, between Coty Inc.

and Sue Nabi (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed on August 22, 2023).†

Form of Performance Restricted Stock Unit Award Terms and Conditions for Sue Nabi (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed on August 22, 2023).†

Form of Restricted Stock Unit Award Terms and Conditions for Sue Nabi (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed on August 22, 2023).†

Separation Agreement dated December 20, 2025 between Sue Nabi and Coty Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 5, 2026).†

Employment Agreement dated February 2, 2026 among Markus Strobel, Coty SAS and Coty Inc.

(incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on February 5, 2026).†

Restricted Stock Unit Award Terms and Conditions for Markus Strobel (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2026).†

Option Award Terms and Conditions for Markus Strobel (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2026).†

Form of Indemnification Agreement between the registrant and its directors and officers (incorporated by reference to Exhibit 10.24 to Amendment No.

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Signature Title Date

/s/Sue Nabi Chief Executive Officer and Director

/s/Markus Strobel Executive Chairman and Interim Chief Executive Officer

(Principal Executive Officer) August 20, 2026

(Markus Strobel)

/s/Laurent Mercier Chief Financial Officer

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(Ayesha Zafar)

/s/Beatrice Ballini Director August 21, 2025

(Beatrice Ballini)

/s/Frank Engelen Director August 20, 2026

(Frank Engelen)

/s/Joachim Creus Director August 20, 2026

(Joachim Creus)

/s/Olivier Goudet Director August 21, 2025

(Olivier Goudet)

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

/s/Anna Makanju Director August 21, 2025

(Anna Makanju)

/s/Isabelle Parize Director August 21, 2025

(Isabelle Parize)

/s/Lubomira Rochet Director August 21, 2025

(Lubomira Rochet)

/s/Robert Singer Director August 21, 2025

(Robert Singer)

/s/Gordon von Bretten Director August 21, 2025

(Gordon von Bretten)

/s/Patricia Capel Director August 20, 2026

(Patricia Capel)

/s/Carsten Fischer Director August 20, 2026

(Carsten Fischer)

/s/Alia Gogi Director August 20, 2026

/s/Robert Kunze-Concewitz Director August 20, 2026

(Robert Kunze-Concewitz)

/s/Carla Liuni Director August 20, 2026

/s/Stephanie Plaines Director August 20, 2026

(Stephanie Plaines)

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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The Company's internal control over financial reporting as of June 30, 2026 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report which appears herein.

/s/Sue Nabi /s/Laurent Mercier

Sue Nabi Laurent Mercier

Chief Executive Officer Chief Financial Officer

/s/Markus Strobel /s/Laurent Mercier

Markus Strobel Laurent Mercier

Interim Chief Executive Officer Chief Financial Officer

August 20, 2026

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

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

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

Goodwill – Consumer Beauty and Prestige Reporting Unit Valuations – Refer to Notes 2 and 9 to the financial statements

Critical Audit Matter Description

The Company assesses goodwill at least annually for impairment, or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

Goodwill is tested for impairment at the reporting unit level, which is the same level as the Company’s operating segments.

The reporting units’ fair values are based on either a combination of the income and market approaches or solely the income approach, when the market approach is less representative of fair value.

Under the income approach, the fair value is determined 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.

Under the market approach, when applicable, information is utilized from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, which creates valuation multiples that are applied to the operating performance of the reporting units being tested, to value the reporting unit.

The key estimates and factors used in these approaches include revenue growth rates and profit margins based on internal forecasts, specific weighted-average cost of capital used to discount future cash flows, and comparable market multiples for the industry segment, when applicable, as well as historical operating trends.

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.

During fiscal 2026, the Company recorded an impairment charge of $237.1 million for the Consumer Beauty reporting unit as the fair value was lower than the carrying value.

As of June 30, 2026, the goodwill balance was $3,809.7 million, of which $594.3 million and $3,215.4 million pertained to the Consumer Beauty and Prestige reporting units, respectively.

Given the significant judgments made by management to estimate fair value for the Consumer Beauty and Prestige reporting units, especially those related to forecasted revenue growth rates and profit margins and selection of the discount rates and market multiples, when applicable, and the difference between the fair values and carrying values for these reporting units, performing audit procedures to evaluate the reasonableness of forecasted revenue growth rates and profit margins and selection of the discount rates and market multiples, when applicable, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasted revenue growth rates and profit margins and the selection of the discount rates and market multiples, when applicable, for the Consumer Beauty and Prestige reporting units included the following, among others:

• We tested the effectiveness of controls over goodwill, including those over the forecasted revenue growth rates and profit margins and the selection of the discount rates and market multiples, when applicable.

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

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

◦ Historical cash flows and trends;

◦ Internal communications to management and the Board of Directors;

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

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

• We evaluated the impact of changes in management’s forecasts from the interim impairment measurement test to June 30, 2026.

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

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

Critical Audit Matter Description

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

The Company assesses indefinite-lived other intangible assets (trademarks) at least annually for impairment, 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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Variations in economic conditions or a change in general consumer demand, operating results estimates, or the application of alternative assumptions could produce significantly different results.

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

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

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

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

During fiscal 2026, the Company recorded impairment charges of $50.6 million and $48.5 million for the CoverGirl and Sally Hansen trademarks, respectively, as the fair values were lower than the carrying values.

As of June 30, 2026, the carrying values of the CoverGirl and Sally Hansen trademarks were $215.8 million and $113.8 million, respectively.

Given the significant judgments made by management to estimate fair value of the CoverGirl and Sally Hansen trademarks, especially those related to forecasted revenue growth rates, selection of the discount rates, and the difference between the fair values and carrying values, performing audit procedures to evaluate the reasonableness of forecasted revenue growth rates and selection of the discount rates for these trademarks required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

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

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

• We evaluated the impact of changes in management’s forecasts from the interim impairment measurement test to June 30, 2026.

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

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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

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

Net income attributable to noncontrolling interests 7.5 5.3 5.3

Net income attributable to redeemable noncontrolling interests 7.1 12.4 14.7

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& SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In millions)

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Foreign currency translation adjustment 1.0 58.6 ( 128.3 )

Net unrealized derivative (loss) gain on cash flow hedges, net of taxes of $ 1.4 , $( 1.1 ) and $ 1.4 , respectively

Net unrealized derivative gain/(loss) on cash flow hedges, net of taxes of $ 0.4 , $ 1.4 and $( 1.1 ), respectively

0.8 ( 3.2 ) 1.4

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Total other comprehensive income (loss), net of tax 12.5 61.8 ( 132.7 )

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

Comprehensive (loss) attributable to noncontrolling interests:

Net income (loss) 5.3 5.3 ( 1.8 )

Comprehensive loss ( 577.7 ) ( 288.4 ) ( 23.3 )

Comprehensive income attributable to noncontrolling interests:

Net income 7.5 5.3 5.3

Foreign currency translation adjustment ( 0.5 ) ( 0.1 ) —

Total comprehensive income (loss) attributable to noncontrolling interests 5.2 5.3 ( 1.5 )

Comprehensive income (loss) attributable to redeemable noncontrolling interests:

Total comprehensive income attributable to noncontrolling interests 7.0 5.2 5.3

Comprehensive income attributable to redeemable noncontrolling interests:

Net income 7.1 12.4 14.7

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Total comprehensive income attributable to redeemable noncontrolling interests 7.0 12.6 14.7

Comprehensive (loss) income attributable to Coty Inc.

Comprehensive loss attributable to Coty Inc.

$ ( 591.7 ) $ ( 306.2 ) $ ( 43.3 )

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Treasury stock— at cost, shares:

94.3 at June 30, 2025 and 2024

93.8 and 94.3 at June 30, 2026 and 2025, respectively

( 1,788.4 ) ( 1,796.9 )

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

Cancellation of Preferred Stock ( 0.5 ) — — —

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

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

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

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

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Changes in dividends accrued — — —

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

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

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

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

Net income 89.4 89.4 5.3 94.7 14.7

Other comprehensive loss ( 132.7 ) ( 132.7 ) — ( 132.7 ) —

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

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

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

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

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

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

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

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

Net income 89.4 89.4 5.3 94.7 14.7

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

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

Other comprehensive income (loss) 61.7 61.7 ( 0.1 ) 61.6 0.2

Distributions to noncontrolling interests, net — ( 13.5 ) ( 13.5 ) ( 14.0 )

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Exercise of employee stock options and restricted stock units and issuance of restricted stock 7.8 0.1 ( 0.1 ) — —

Reissuance of treasury stock ( 1.5 ) ( 7.0 ) ( 0.5 ) 8.5 — —

Shares withheld for employee taxes ( 8.8 ) ( 8.8 ) ( 8.8 )

Share-based compensation expense 46.1 46.1 46.1

Equity Investment contribution for share-based compensation 0.6 0.6 0.6

Changes in dividends accrued — — —

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

15 unchanged sentences

Non-cash lease expense 62.8 62.3 61.6

Asset impairment charges 212.8 — —

Goodwill and intangible asset impairment charges 362.8 212.8 —

Deferred income taxes ( 154.9 ) ( 87.5 ) ( 9.8 )

Provision (release) for bad debts 6.3 2.7 ( 18.9 )

Provision for bad debts 8.8 6.3 2.7

Provision for pension and other post-employment benefits 9.9 10.2 8.6

Share-based compensation 46.3 50.0 88.8

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

Impairment and losses on disposal of long-lived assets, net 13.8 76.1 3.9

Losses (gains) from equity investments, net 194.0 85.6 ( 21.7 )

Foreign exchange effects ( 9.3 ) 24.9 14.8

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

Losses on forward repurchase contracts, net 117.3 255.2 76.3

Other 67.6 39.7 46.5

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Proceeds from contingent consideration, license agreements, and sale of other long-lived assets, net 9.3 12.6 19.0

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

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

Proceeds from sale of equity investments and related assets 750.0 74.0 —

Purchases of short-term investments ( 30.7 ) — —

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

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from short-term debt 12.5 — —

Proceeds from revolving loan facilities 2,056.8 2,492.5 2,458.6

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Dividend payments on Common Stock and Convertible Series B Preferred Stock ( 13.2 ) ( 13.3 ) ( 13.4 )

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

Net proceeds from (payments for) foreign currency contracts 21.3 ( 22.0 ) ( 7.3 )

Distributions to redeemable noncontrolling interests and noncontrolling interests ( 26.5 ) ( 23.9 ) ( 24.0 )

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Refunds related to hedge valuation adjustment — 61.8 —

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

Payments of deferred financing fees and premium on bond extinguishment ( 31.6 ) ( 2.0 ) ( 47.1 )

All other ( 12.4 ) ( 18.3 ) ( 30.7 )

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

Fair value of Wella Distribution Rights (see Note 10 - Equity Investment) 58.0 — —

See notes to Consolidated Financial Statements.

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

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

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

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

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported.

Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the net realizable value of inventory, the fair value of equity investments, the assessment of goodwill, other intangible assets and long-lived assets for impairment, and income taxes.

Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the net realizable value of inventory, the assessment of goodwill, other intangible assets and long-lived assets for impairment, and income taxes.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate.

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As of June 30, 2026 and 2025, the Company had restricted cash of $ 12.8 and $ 13.3 , respectively, included in Restricted cash in the Consolidated Balance Sheets.

The restricted cash balances as of June 30, 2025 and 2024 primarily provide collateral for certain bank guarantees on rent, customs and duty accounts and also consists of collections on factored receivables that remain unremitted to the factor as of June 30, 2025 and 2024.

Restricted cash is included as a component of Cash, cash equivalents, and restricted cash in the Consolidated Statement of Cash Flows.

The restricted cash balances as of June 30, 2026 and 2025 primarily consists of collections of factored receivables that remain unremitted to the factor, and the remainder provides collateral for certain bank guarantees on rent, customs and duty accounts.

Restricted cash is included as a component of Cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows.

& SUBSIDIARIES

11 unchanged sentences

In addition, and as necessary, the Company may establish specific reserves for future known or anticipated events.

Equity Investments

The Company elected the fair value option to account for its investment in Rainbow JVCO LTD and subsidiaries (together, "Wella" or the “Wella Company”) to align with the Company’s strategy for this investment.

The fair value is updated on a quarterly basis.

The investments are classified within Level 3 in the fair value hierarchy because the Company estimates the fair value of the investments using a combination of the income approach, the market approach and private transactions, when applicable.

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

Property and Equipment and Other Long-lived Assets

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The Company estimates fair value based on the best information available, including discounted cash flows and/or the use of third-party valuations.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Goodwill and Other Indefinite-lived Intangible Assets

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Goodwill and other intangible assets with indefinite lives are not amortized but are evaluated for impairment annually as of May 1 or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

When testing goodwill for impairment, the Company has 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.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

testing goodwill for impairment, the Company has 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 its qualitative assessment, the Company considers 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.

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.

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

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The Company makes certain judgments and assumptions in allocating assets and liabilities to determine carrying values for its reporting units.

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

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

The Company believes 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, fair value is determined 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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The fair values of indefinite-lived other intangible assets are estimated and compared to their respective carrying values.

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

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

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

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Noncontrolling Interests and Redeemable Noncontrolling Interests

Interests held by third parties in consolidated majority-owned subsidiaries are presented as noncontrolling interests, which represents the noncontrolling stockholders’ interests in the underlying net assets of the Company’s consolidated majority-

Noncontrolling interests that are not redeemable are reported in the equity section of the Consolidated Balance Sheets.

& SUBSIDIARIES

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($ in millions, except per share data)

owned subsidiaries.

Noncontrolling interests that are not redeemable are reported in the equity section of the Consolidated Balance Sheets.

Noncontrolling interests, where the Company may be required to repurchase the noncontrolling interest under a put option or other contractual redemption requirement, are reported in the Consolidated Balance Sheets between liabilities and equity, as redeemable noncontrolling interests.

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The Company’s payment terms vary by the type and location of its customers and the products offered.

The term between invoicing and when payment is due is not significant.

The time between invoicing and when payment is due is not significant.

The Company’s sales return accrual reflects seasonal fluctuations, including those related to revenues for the holiday season in the first half of the fiscal year.

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Also included in Selling, general and administrative expenses are share-based compensation, certain warehousing fees, manufacturing fixed costs, personnel and related expenses, rent on operating leases, and professional fees.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Advertising and promotional costs are expensed as incurred and totaled $ 1,607.1 , $ 1,574.4 and $ 1,625.5 in fiscal 2026, 2025 and 2024, respectively.

1 unchanged sentence

Research and development costs are expensed as incurred and totaled $ 121.2 , $ 123.0 and $ 126.8 in fiscal 2026, 2025 and 2024, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Share-Based Compensation

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

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

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

The fair value of stock options with a market condition is determined using a Monte Carlo simulation model.

Equity and liability awards generally vest over a term of three or five years.

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As the determination of liabilities related to UTBs and associated interest and penalties requires significant estimates to be made by the Company, there can be no assurance that the Company will accurately predict the outcomes of these audits, and thus the eventual outcomes could have a material impact on the Company’s operating results or financial condition and cash flows.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

As a result of the 2017 Tax Act changing the U.S.

1 unchanged sentence

The Company does not expect to incur significant withholding or state taxes on future distributions.

To the extent there remains a basis difference between the financial reporting and tax basis of an investment in a foreign subsidiary after the repatriation of the previously taxed income, the Company is permanently reinvested.

To the extent there remains a basis difference between the financial reporting

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

and tax basis of an investment in a foreign subsidiary after the repatriation of the previously taxed income, the Company is permanently reinvested.

A determination of the unrecognized deferred taxes related to these components is not practicable.

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

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

The Act includes changes to U.S.

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

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

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

Restructuring Costs

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Level 3 - Valuation based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and supported by little or no observable market activity.

Apart from Coty’s equity investment in Wella (see Note 10—Equity Investments), the Company has not elected the fair value measurement option for any financial instruments or other assets not required to be measured at fair value on a recurring basis.

Derivative Instruments and Hedging Activities

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Foreign Currency

Exchange gains or losses incurred on non-financing foreign exchange currency transactions conducted by one of the Company’s operations in a currency other than the operation’s functional currency are reflected in Cost of sales or operating expenses.

Net (losses)/gains of $( 21.7 ), $( 18.1 ) and $( 32.3 ) in fiscal 2025, 2024 and 2023, respectively resulting from non-financing foreign exchange currency transactions are included in the Consolidated Statements of Operations.

Net losses of $( 1.8 ), $( 21.7 ) and $( 18.1 ) in fiscal 2026, 2025 and 2024, respectively resulting from non-financing foreign exchange currency transactions are included in the Consolidated Statements of Operations.

Assets and liabilities of foreign operations are translated into U.S.

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

Net (losses)/gains of $( 3.8 ), $( 16.5 ) and $( 12.2 ) in fiscal 2025, 2024 and 2023, respectively, resulting from financing foreign exchange currency transactions are included in Interest expense, net in the Consolidated Statements of Operations.

Lacoste Fragrances License Termination

During fiscal 2023, the Company terminated its licensing arrangement for Lacoste fragrances and received termination payments from the licensor totaling € 87.8 million (approximately $ 93.9 ).

The Company recognized a net gain within Selling, general and administrative expenses of $ 104.4 reflecting the termination proceeds, net of estimated expenses for contractual termination obligations and non-recoverable assets associated with the license termination.

During fiscal 2024, the Company received an additional payment of € 15.0 million (approximately $ 16.2 ) and made contractual termination payments of $ 4.9 .

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

Net gains/(losses) 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.

& SUBSIDIARIES

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($ in millions, except per share data)

Russia Market Exit

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

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

The Company anticipates that it will incur an immaterial amount of additional costs through completion of the wind down.

Additionally, management anticipates derecognizing the cumulative translation adjustment balance pertaining to the Russian subsidiary.

The Company has substantially completed its commercial activities in Russia.

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

Recently Adopted Accounting Pronouncements

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

2023-07, Segment Reporting (Topic 280):

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

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

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

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

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which expands annual income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates as well as additional disaggregation of taxes paid.

The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes.

The Company adopted the ASU prospectively in the first quarter of fiscal 2026 and included the required disclosures in its Annual Report on Form 10-K for the year ended June 30, 2026.

The adoption of this standard did not have any impact on the Company's financial position, results of operations, or cash flows.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Recently Issued and Not Yet Adopted Accounting Pronouncements

Accounting Standards Update(s) Topic Effective Period Summary

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

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates, as well as additional disaggregation of taxes paid.

The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes.

ASU 2023-09 is effective for the Company in fiscal 2026.

The amendments may be applied prospectively or retrospectively, and early adoption is permitted.

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

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

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

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

Disaggregation of Income Statement Expenses.

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

2025-05 Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets Fiscal 2027 In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

The update offers a practical expedient under which entities can elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses.

The guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, which is Coty fiscal 2027, with early adoption permitted.

The Company is currently evaluating the impact that the guidance may have on its consolidated financial statements.

2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software Fiscal 2029 In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development project stages and requires entities to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended.

The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted, and may be applied prospectively, retrospectively, or on a modified prospective basis.

The ASU will be effective for Coty in the first quarter of fiscal 2029.

The Company is currently evaluating the impact that the guidance may have on its consolidated financial statements.

2025-11 Interim Reporting (Topic 270):

Narrow-Scope Improvements Fiscal 2028 In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S.

Per the FASB, the amendment is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements.

The update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating the effect of this update on our interim statements and related disclosures.

2025-12 Codification Improvements Fiscal 2028 In December 2025, the FASB issued ASU 2025-12, Codification Improvements, addressing suggestions received from stakeholders regarding the Accounting Standards Codification ("ASC") and makes other incremental improvements to U.S.

The update represents changes to the Codification that clarify, correct errors in, or make other improvements to a variety of topics that are intended to make them easier to understand and apply.

ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

Entities are required to apply the amendments to ASC 260, Earnings per Share , retrospectively.

All other amendments may be applied prospectively or retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

SEGMENT REPORTING

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

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

The Company has designated its Interim Chief Executive Officer (“Interim CEO”) as the CODM.

Certain income and shared costs and the results of corporate initiatives are managed by Corporate.

Corporate primarily includes stock compensation expense, restructuring and realignment costs, costs related to acquisition and divestiture activities, and impairments of long-lived assets, goodwill and intangibles that are not attributable to ongoing operating activities of the segments.

Corporate primarily includes stock compensation expense, restructuring and realignment costs, costs related to acquisition and divestiture activities and impairments of long-lived assets.

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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

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

In fiscal 2025, the Company adopted ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, on a retrospective basis.

Refer to Note 2—Summary of Significant Accounting Policies.

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

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

We have identified and presented significant segment expenses, which are included in the table below.

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

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Reconciliation:

Operating income $ 241.1

Operating loss $ ( 81.5 )

Interest expense, net 155.2

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Other expense, net 371.7

Income before income taxes $ 204.5

Loss before income taxes $ ( 344.8 )

Other segment disclosures:

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Interest expense, net 252.0

Other income, net ( 419.0 )

Other expense, net 90.2

Income before income taxes $ 204.5

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

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

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

For Long-lived assets, a major country is defined as a group of subsidiaries within a country with combined long-lived assets greater than 10% of consolidated long-lived assets or as otherwise deemed significant.

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

& SUBSIDIARIES

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Total $ 7,235.3 $ 7,986.2

For Net revenues, a major country is defined as a group of subsidiaries in a country with combined revenues greater than 10% of consolidated net revenues or as otherwise deemed significant.

For Net revenues, a major country is defined as a group of subsidiaries in a country with combined revenues greater than 10% of consolidated net revenues or as otherwise deemed significant, excluding Travel Retail and export sales.

The United States is the only country that accounts for more than 10% of total net revenues for fiscal years 2026, 2025 and 2024.

The United States had net revenues of $ 1,431.3 , $ 1,453.3 and $ 1,617.7 in fiscal 2026, 2025 and 2024, respectively.

No customer or group of affiliated customers accounted for more than 10% of the Company’s Net revenues in fiscal 2025, 2024 and 2023 or are otherwise deemed significant.

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

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

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

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

No customer or group of affiliated customers accounted for more than 10% of the Company’s Net revenues in fiscal 2026, 2025 and 2024.

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

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Current Restructuring Actions and Other ( 4.5 ) 1.7 36.7

Consumer Beauty Restructuring 5.6 — —

Total $ 0.8 $ 76.7 $ 36.7

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

During 2026, 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.

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

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

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

The related liability balances were $ 50.1 and $ 74.1 at June 30, 2026 and 2025, respectively.

The Company currently estimates that the total remaining accrual will result in cash expenditures of approximately $ 32.2 and $ 17.9 in fiscal 2027 and 2028 and thereafter, respectively.

Current Restructuring Actions and Other

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

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

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

The liability balances, which consisted primarily of employee severance, were $ 14.2 and $ 30.4 at June 30, 2026 and 2025, respectively.

The Company currently estimates that the total remaining accrual will result in cash expenditures of approximately $ 13.3 and $ 0.9 in fiscal 2027 and 2028 and thereafter, respectively.

Consumer Beauty Restructuring

During June 2026, the Company implemented a plan to sharpen its focus, simplify Consumer Beauty’s innovation, processes and improve service quality to its brands and consumers (“Consumer Beauty Restructuring”).

This newly announced plan is on-going in the US and will have a global impact in fiscal year 2027.

The cumulative restructuring charges, which have been recorded in Corporate, and the related liability balance, were $ 5.6 at June 30, 2026.

The Company currently estimates that the total accrual will result in cash expenditures of approximately $ 5.1 and $ 0.5 in fiscal 2027 and 2028 and thereafter, respectively.

TRADE RECEIVABLES—FACTORING

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Eligible trade receivables are purchased by the financial institution for cash at net invoice value less a factoring fee.

Pursuant to Receivables Purchase Agreement, the Company acts as collections agent for the financial institution and is responsible for the collection, and remittance to the financial institution, of all customer payments related to trade receivables factored under this arrangement.

Pursuant to Receivables Purchase

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Agreement, the Company acts as collections agent for the financial institution and is responsible for the collection, and remittance to the financial institution, of all customer payments related to trade receivables factored under this arrangement.

For certain customer receivables factored, the Company will retain a recourse obligation of up to 10 percent of the respective invoice’s net invoice value, payable to the financial institution if the customer’s payment is not received by the contractual due date.

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Other Factoring Agreements

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Prepaid marketing, copyright and agency fees $ 83.6 $ 98.4

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

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

Other 280.7 263.6

13 unchanged sentences

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

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

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

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

During fiscal 2026, 2025 and 2024, the Company recorded asset impairment charges of $ 9.1 , nil and $ 1.7 respectively, which are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

The fiscal 2026 and 2024 impairment charges primarily related to leasehold improvements and marketing furniture following the termination of the Orveda license and the abandonment of machinery and equipment, respectively.

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

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The Company tests goodwill and indefinite-lived other intangible assets for impairment at least annually as of May 1, or more frequently, if certain events or circumstances warrant.

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

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

During fiscal year 2026, the Company recorded $ 237.1 of goodwill impairment within the Consumer Beauty reporting unit.

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

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

During fiscal years 2026, 2025, and 2024, the Company recorded total impairments of $ 125.7 , $ 212.8 and nil , respectively, related to indefinite-lived other intangible assets.

Additionally, the Company recorded no impairments on finite-lived other intangible assets during fiscal years 2026, 2025, and 2024.

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

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

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.

As a result of the quantitative test, during the third quarter of fiscal 2026, the Company recognized goodwill impairment charges of $ 237.1 within the Consumer Beauty Segment and asset impairment charges of $ 125.7 related to the CoverGirl, Max Factor, Sally Hansen, and Bourjois trademarks within the Consumer Beauty Segment.

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

To determine the fair value of our Consumer Beauty reporting unit during the third quarter fiscal 2026 quantitative impairment test, the Company used annual revenue growth rates of up to 2.4 % and a discount rate of 11.50 %.

The Company determined the fair value of the CoverGirl trademark using annual growth rates of up to 2.0 % and a discount rate of 13.2 %.

The Company determined the fair value of the Sally Hansen trademark using annual revenue growth rates of up to 2.0 % and a discount rate of 12.5 %.

The Company determined the fair value of the Max Factor trademark using annual revenue growth rates of up to 2.0 % and a discount rate of 15.3 %.

The Company determined the fair value of the Bourjois trademark using annual revenue growth rates of up to 2.0 % and a discount rate of 21.2 %.

The Company recorded no additional impairment charges related to goodwill and indefinite-lived other intangible assets as of May 1, 2026, the date of our annual impairment test.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Goodwill as of June 30, 2026, 2025 and 2024 is presented below:

9 unchanged sentences

Changes during the year ended June 30, 2026

Impairment Charges — ( 237.1 ) ( 237.1 )

Foreign currency translation ( 14.4 ) ( 1.0 ) ( 15.4 )

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Changes during the year ended June 30, 2025

Impairment charges (a)

( 212.8 ) ( 212.8 )

Foreign currency translation 29.2 29.2

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The estimated aggregate amortization expense for each of the following fiscal years ending June 30 is presented below:

(1) The remaining weighted-average life of all intangible assets subject to amortization and the estimated aggregate amortization expense reflects the impact of the early termination of the Gucci License.

Refer to Note 25 — Subsequent Events.

License Agreements

3 unchanged sentences

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

EQUITY INVESTMENTS

The Company's equity investments, classified as Equity investments on the Consolidated Balance Sheets, as of June 30, 2025 are represented by the following:

On December 18, 2025, the Company completed the sale of its remaining 25.8 % equity interest in Wella to an entity affiliated with Kohlberg Kravis Roberts & Co.

Under the terms of the Purchase and Sale Agreement, the Company received $ 750.0 in cash consideration and a right to future proceeds from a subsequent sale or initial public offering of Wella, after KKR achieves a preferred return (the "Wella Distribution Rights").

The fair value of the Wella Distribution Rights recognized at the closing date was $ 58.0 , and is included in Other noncurrent assets in the Consolidated Balance Sheets.

Accordingly, the total consideration recognized from the sale was $ 808.0 , consisting of cash proceeds of $ 750.0 and the fair value of the Wella Distribution Rights of $ 58.0 .

The Company recognized a loss on sale of $ 201.9 included in Other expense (income), net in the Consolidated Statements of Operations as a result of this transaction for the year ended June 30, 2026.

Cash proceeds $ 750.0

Wella Distribution Rights 58.0

Total consideration 808.0

Wella investment carrying value 1,003.0

Transaction and other costs to sell 6.9

Loss on sale of Wella investment $ ( 201.9 )

The fair value of the Wella Distribution Rights was estimated using a Monte Carlo simulation incorporating significant unobservable inputs, including expected volatility of Wella’s equity value based on historical volatility of comparable companies.

The Monte Carlo simulation incorporated multiple scenarios for Wella’s enterprise value, including timing of exit, and distribution waterfall provisions.

The fair value of the Wella Distribution Rights is classified as Level 3 within the fair value hierarchy.

Changes in fair value are recorded in Other expense (income), net in the Consolidated Statement of Operations.

The following table presents a reconciliation of the Wella Distribution Rights measured at fair value on a recurring basis and classified within Level 3 of the fair value hierarchy:

Balance at initial recognition (December 18, 2025) $ 58.0

Total unrealized gains (losses) included in earnings ( 19.0 )

Balance at June 30, 2026

During fiscal 2026, the fair value of the Wella Distribution Rights decreased by $ 19.0 , primarily due to the reduction in the remaining time to the assumed exit dates used in the valuation model.

The estimated fair value remains sensitive to changes in the unobservable inputs used in the valuation model.

Increases in expected equity volatility would generally result in a higher fair value.

The valuation reflects discrete assumed exit dates.

Accordingly, as time progresses toward those dates, the remaining time to exit decreases, which may reduce the time value component of the instrument, all else equal.

Changes in assumptions regarding the nature, probability and timing of liquidity events, timing of proceeds, and the estimated enterprise value of Wella could also have a significant impact on the fair value of the Wella Distribution Rights.

Due to the use of multiple interdependent assumptions in the Monte Carlo simulation, the Company does not isolate the impact of individual inputs;

however, reasonably possible changes in the significant unobservable inputs could result in a material increase or decrease in the fair value.

As a result of the sale of the remaining 25.8 % equity interest in Wella, the Company no longer holds any equity interest in Wella as of June 30, 2026.

The Company's equity investment, which is presented within Equity investments in the Consolidated Balance Sheets, as of June 30, 2026 is summarized as follows:

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

2026 June 30,

Equity method investments:

KKW Holdings (a)

Equity investments at fair value:

1,002.0 1,085.0

Total equity investments $ 1,002.0 $ 1,090.6

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

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

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

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

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

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

Equity investment at fair value:

Total equity investment $ — $ 1,002

(a) As of June 30, 2025, the Company's stake in Wella was 25.8 %.

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

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The total consideration received in this transaction was $ 74.0 .

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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

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

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

The following table presents summarized financial information of the Company’s former equity method investees for the years ended June 30, 2026 and 2025.

Amounts presented represent combined totals at the investee level and not the Company’s proportionate share:

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Net loss 66.0 ( 15.0 )

Summarized Balance Sheets information:

2025 June 30,

Amounts included for the year ended June 30, 2026 related to the investment in Wella include activity through the sale of the Wella investment on December 18, 2025.

Summarized Balance Sheet information:

Current assets $ 1,133.8

4 unchanged sentences

Total liabilities 3,754.5

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

The Wella Company had total equity inclusive of redeemable preferred stock of $ 1,557.2 as of June 30, 2025.

The following table summarizes movements in equity investments with fair value option that are classified within Level 3 for the period ended June 30, 2025.

There were no internal movements to or from Level 3 from Level 1 or Level 2 for the period ended June 30, 2025.

Equity investments at fair value:

Balance as of June 30, 2024

Total losses included in earnings ( 83.0 )

Balance as of June 30, 2025

Level 3 significant unobservable inputs sensitivity

The following table summarizes the significant unobservable inputs used in Level 3 valuation of the Company’s investments carried at fair value as of June 30, 2025.

Included in the table are the inputs or range of possible inputs that have an effect on the overall valuation of the financial instruments.

Fair value Valuation Technique Unobservable input Range

Equity investments at fair value $ 1,002.0 Discounted cash flows Discount rate 9.25 % (a)

Growth rate 1.8 % – 6.0 % (a)

Market multiple Revenue multiple 2.0 x – 2.1 x (b)

EBITDA multiple 9.3 x – 10.2 x (b)

Summarized balance sheet information relates to Wella as of June 30, 2025.

The Company no longer held an equity interest in Wella as of June 30, 2026 following the sale of its investment on December 18, 2025.

& SUBSIDIARIES

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($ in millions, except per share data)

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

Significant increases (decreases) in the discount rate in isolation would result in a significantly lower (higher) fair value measurement.

The Company estimates the discount rate based on the investees' projected cost of equity and debt.

The revenue growth rate is forecasted for future years by the investee based on their best estimates.

Significant increases (decreases) in the revenue growth rate in isolation would result in a significantly higher (lower) fair value measurement.

(b) The primary unobservable inputs used in the fair value measurement of the Company’s equity investments with fair value option, when using a market multiple method, are the revenue multiple and EBITDA multiple.

Significant increases (decreases) in the revenue multiple or EBITDA multiple in isolation would result in a significantly higher (lower) fair value measurement.

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

OTHER CURRENT LIABILITIES

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Total other current liabilities $ 466.1 $ 513.6

SUPPLIER FINANCING PROGRAMS

The Company facilitates voluntary supplier finance programs which allow participating suppliers to finance payment obligations of the Company with designated third-party financial institutions.

Participating suppliers negotiate arrangements directly with the financial institution.

If a supplier chooses to participate in the program, it may request an invoice be paid prior to its scheduled due date and the financial institution, at its discretion, may elect to make an early payment to the supplier at a discount.

The Company’s obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by a supplier's participation in the arrangement.

The Company has not pledged any assets as security under its supplier finance programs.

The total amounts due to the financial intermediaries, which are included in Accounts payable on our Consolidated Balance Sheets, to settle supplier invoices under supplier finance programs as of June 30, 2026 and 2025, are as follows:

2026 June 30,

Obligations outstanding at the beginning of period $ 32.1 $ 27.8

Invoices confirmed during the year 157.9 101.4

Confirmed invoices paid during the year ( 142.0 ) ( 97.1 )

Obligations outstanding at the end of period $ 48.0 $ 32.1

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

2026 June 30,

Short-term debt $ 12.3 $ —

Senior Secured Notes (a)

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

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

2027 Euro Senior Secured Notes due May 2027 585.7 534.3

2026 Dollar Senior Secured Notes due April 2026 — 350.0

2026 Euro Senior Secured Notes due April 2026 — 820.0

2027 Euro Senior Secured Notes due May 2027 (b) 569.8 585.7

2028 Euro Senior Secured Notes due September 2028 — 585.7

1 unchanged sentence

2030 Dollar Senior Secured Notes due July 2030 750.0 750.0

2031 Dollar Senior Secured Notes due January 2031 900.0 —

2018 Coty Credit Agreement

2023 Coty Revolving Credit Facility due July 2028 349.9 407.3

Senior Unsecured Notes

2026 Euro Notes due April 2026 — 192.7

Finance lease obligations & other long term debt 6.2 9.7

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Total Long-term debt, net $ 3,033.4 $ 3,955.5

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

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

(a) As described further below in Recent Developments , a covenant suspension period was in effect from September 2024 until July 2026 for each of the Senior Secured Notes, and in certain cases a collateral release, due to the achievement of investment grade ratings for such notes in September 2024.

(b) As of June 30, 2026, the 2027 Euro Senior Secured Notes due May 2027 in the amount of € 500.0 million, respectively, are classified as long-term in the accompanying Consolidated Balance Sheets as the Company has the ability and intent to refinance on a long-term basis through the 2023 Coty Revolving Credit Facility.

Short-Term Debt

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

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

As of June 30, 2026 and 2025, total available lines of credit were $ 61.9 and $ 47.1 , with overdraft borrowings of $ 12.3 and $ 0.0 outstanding, respectively .

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

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

Interest rates plus applicable spreads on these lines ranged from 3.2 % to 17.2 % a nd from 2.9 % to 17.9 % as of June 30, 2026 and 2025, respectively.

The weighted-average interest rate on short-term debt outstanding wa s 5.7 % and 0.0 % as of June 30, 2026 and 2025, respectively.

In addition, the Company had undrawn letters of credit of $ 4.8 an d $ 3.1 and bank guarantees of $ 17.7 and $ 16.0 as of June 30, 2026 and 2025, respectively.

& SUBSIDIARIES

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($ in millions, except per share data)

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

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

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

Long-Term Debt

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Payable in full at maturity date

2028 Euro Senior Secured Notes September 2028 € 500.0 5.75 % per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2024

2028 Euro Senior Secured Notes September 2028 Repaid in full 5.75 % per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2024

5.75 % N/A (b)

Payable in full at maturity date

Repaid in full

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

4 unchanged sentences

Payable in full at maturity date

2031 Dollar Senior Secured Notes January 2031 $ 900.0 5.600 % per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on October 15, 2025

5.600 % N/A (b)

Payable in full at maturity date

2023 Coty Revolving Credit Facility (f) (g)

3 unchanged sentences

Payable in full at maturity date

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

5.00 % N/A (b)

Payable in full at maturity date

2026 Euro Senior Secured Notes April 2026 € 700.0 3.875 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2021

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

Repaid in full

2026 Euro Senior Secured Notes April 2026 Repaid in full 3.875 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2021

3.875 % N/A (b)

Payable in full at maturity date

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

Repaid in full

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

Repaid in full

(a) As defined in the Interest section below.

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($ in millions, except per share data)

Fiscal 2025 Developments

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

Cash Tender Offer

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

Recent Developments

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

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

The Company used the proceeds from the offering to redeem all of the Company’s 2026 Dollar Secured Notes and a portion of the 2026 Euro Senior Secured Notes (each as defined below).

On December 30, 2025, the Company used the proceeds from the sale of its investment in Wella to redeem all of the Company’s 2028 Euro Senior Secured Notes (as defined below).

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 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, guarantees and collateral, as applicable, have been reinstated.

Senior Secured Notes

2 unchanged sentences

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

On October 17, 2025, the Company used proceeds from the offering of the 2031 Senior Notes to redeem the remaining $ 350.0 outstanding under the 2026 Dollar Senior Secured Notes.

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

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

On October 17, 2025, the Company used proceeds from the offering of the 2031 Senior Notes to redeem € 450.0 million (approximately $ 526.8 ) of the 2026 Euro Senior Secured Notes.

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

4 unchanged sentences

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

On December 30, 2025, the Company 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 ), which was included in Other expense, net, in the Consolidated Statements of Operations.

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

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

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

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

The 2026 Dollar Senior Secured Notes, 2026 Euro Senior Secured Notes, 2027 Euro Senior Secured Notes, 2028 Euro Senior Secured Notes, 2029 Dollar Senior Secured Notes, 2030 Dollar Senior Secured Notes, and 2031 Dollar Senior Secured Notes are collectively referred to as the “Senior Secured Notes”.

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

1 unchanged sentence

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

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

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

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

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

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

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

• for the 2031 Dollar Senior Secured Notes, the collateral security, the guarantees and certain covenants will be released;

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

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

As of September 2024, each of the Senior Secured Notes achieved an investment grade rating from two ratings agencies, and therefore, the applicable collateral release and covenant suspension periods were in effect from September 2024 until July 2026 for the respective Senior Secured Notes as described above.

Refer to the Recent Developments section above for discussion of the investment grade rating.

Optional Redemption

Applicable Premium

The indentures governing the Senior Secured Notes specify the Applicable Premium (as defined in the respective indentures) to be paid upon early redemption of some or all of the Senior Secured Notes prior to, and on or after, April 15, 2023 for the 2026 Euro Senior Secured Notes and 2026 Dollar Senior Secured Notes, September 15, 2025 for the 2028 Euro Senior Secured Notes, May 15, 2026 for the 2027 Euro Senior Secured Notes, January 15, 2025 for the 2029 Dollar Senior Secured Notes, and July 15, 2026 for the 2030 Dollar Senior Secured Notes (the "Early Redemption Dates").

The indentures governing the Senior Secured Notes specify the Applicable Premium (as defined in the respective indentures) to be paid upon early redemption of some or all of the Senior Secured Notes prior to, and on or after, May 15, 2026 for the 2027 Euro Senior Secured Notes, January 15, 2025 for the 2029 Dollar Senior Secured Notes, and July 15, 2026 for the 2030 Dollar Senior Secured Notes, and December 15, 2030 for the 2031 Dollar Senior Secured Notes (the “Early Redemption Dates”).

The Applicable Premium related to the respective Senior Secured Notes on any redemption date and as calculated by the Company is the greater of:

(1) 1.0 % of the then outstanding principal amount of the respective Senior Secured Notes;

(2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such respective Senior Secured Notes that would apply if such respective notes were redeemed on the respective Early Redemption Dates, (such redemption price is expressed as a percentage of the principal amount being set forth in the table appearing in the Redemption Pricing section below), plus (ii) all remaining scheduled payments of interest due on the respective Senior Secured Notes to and including the respective Early Redemption Dates, (excluding accrued but unpaid interest, if any, to, but excluding, the redemption date), with respect to each of subclause (i) and (ii), computed using a discount rate equal to the Treasury Rate in the case of the 2026 Dollar Senior Secured Notes, 2029 Dollar Senior Secured Notes and 2030 Dollar Senior Secured Notes, or Bund Rate in the case of the 2026 Euro Senior Secured Notes and the 2028 Euro Senior Secured Notes (both Treasury Rate and Bund Rate as defined in the respective indentures) as of such redemption date plus 50 basis points;

(2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such respective Senior Secured Notes that would apply if such respective notes were redeemed on the respective Early Redemption Dates, (such redemption price is expressed as a percentage of the principal amount being set forth in the table appearing in the Redemption Pricing section below), plus (ii) all remaining scheduled payments of interest due on the respective Senior Secured Notes to and including the respective Early Redemption Dates, (excluding accrued but unpaid interest, if any, to, but excluding, the redemption date), with respect to each of subclause (i) and (ii), computed using a discount rate equal to the Treasury Rate in the case of the 2029 Dollar Senior Secured Notes and 2030 Dollar Senior Secured Notes, as of such redemption date plus 50 basis points;

over (b) the principal amount of the respective Senior Secured Notes.

2 unchanged sentences

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

For the period beginning 2026 Dollar Senior Secured Notes 2026 Euro Senior Secured Notes 2027 Euro Senior Secured Notes 2028 Euro Senior Secured Notes 2029 Dollar Senior Secured Notes 2030 Dollar Senior Secured Notes

Year April 15, May 15, November 15, September 15 January 15, July 15,

2025 100.000 % 100.000 % N/A N/A 102.875 % 102.375 % N/A

2026 N/A N/A 102.250 % 100.000 % 101.438 % 101.188 % 103.313 %

2027 N/A N/A 100.000 % N/A 100.000 % 100.000 % 101.656 %

2028 and thereafter N/A N/A N/A N/A 100.000 % 100.000 % 100.000 %

For the period beginning 2027 Euro Senior Secured Notes 2029 Dollar Senior Secured Notes 2030 Dollar Senior Secured Notes 2031 Dollar Senior Secured Notes

Year May 15, November 15, January 15, July 15, January 15,

2026 102.250 % 100.000 % 101.188 % 103.313 % 100.000 %

2027 100.000 % N/A 100.000 % 101.656 % 100.000 %

2028 and thereafter N/A N/A 100.000 % 100.000 % 100.000 %

2018 Coty Credit Agreement

3 unchanged sentences

($ in millions, except per share data)

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

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

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

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

As amended and restated through July 2023, the 2018 Coty Credit Agreement provides for the incurrence by the Company and Coty B.V., a Dutch subsidiary of the Company (the “Dutch Borrower” and, together with the Company, the “Borrowers”), of two tranches of senior secured revolving credit commitments, one in an aggregate principal amount of $ 1,670.0 available in U.S.

dollars and certain other currencies and the other in an aggregate principal amount of € 300.0 million available in euros, maturing in July 2028 (together, the “2023 Coty Revolving Credit Facility”).

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

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

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

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

9 unchanged sentences

The Company wrote off unamortized deferred financing fees and discounts of $ 6.4 , $ 1.6 , and $ 8.2 for the fiscal years ended June 30, 2026, 2025 and 2024, respectively.

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

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

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

Additionally, the Company capitalized deferred financing fees of $ 15.5 , nil , and $ 49.2 , during the fiscal years ended June 30, 2026, 2025 and 2024, respectively.

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

32 unchanged sentences

349.9 349.9 407.3 407.3

Senior Unsecured Notes — — 192.7 192.8

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

9 unchanged sentences

Fiscal Year Ending June 30,

2026 $ 1,170.0

Thereafter 750.0

Total $ 3,069.7

51 unchanged sentences

Total $ ( 610.2 ) $ ( 344.8 ) $ 204.5

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The components of the Company’s total provision (benefit) for income taxes during fiscal 2026, 2025 and 2024 are presented below:

1 unchanged sentence

2026 2025 2024

Provision for income taxes:

(Benefit) provision for income taxes:

Federal $ 13.5 $ ( 7.8 ) $ 1.2

6 unchanged sentences

Total ( 154.9 ) ( 87.5 ) ( 9.8 )

Provision for income taxes $ 5.4 $ 95.1 $ 181.6

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The reconciliation of the U.S.

Federal statutory tax rate to the Company’s effective income tax rate during fiscal 2026 is presented below:

Amount Tax Rate

Federal statutory tax rate $ ( 128.1 ) 21.0 %

State and local income tax, net of federal (national) income tax effect (a) $ ( 3.4 ) 0.6 %

Foreign tax effects

Foreign rate differential $ 9.1 ( 1.5 ) %

State incentive credits $ ( 17.0 ) 2.8 %

Other $ ( 1.1 ) 0.2 %

Participation exemption on Wella sale $ ( 34.0 ) 5.6 %

Other $ 9.9 ( 1.6 ) %

Foreign rate differential $ ( 19.3 ) 3.2 %

Nondeductible impairment $ 31.6 ( 5.2 ) %

Other $ 13.7 ( 2.2 ) %

Other $ ( 11.4 ) 1.9 %

Other Foreign Jurisdictions $ 15.0 ( 2.5 ) %

Effect of changes in tax laws or rates enacted in the current period $ — — %

Effect of cross-border tax laws (b) $ 104.3 ( 17.1 ) %

Tax credits $ — — %

Changes in valuation allowances $ 5.7 ( 0.9 ) %

Nontaxable or nondeductible items

Nondeductible impairment $ 20.0 ( 3.3 ) %

Other $ 8.9 ( 1.5 ) %

Changes in unrecognized tax benefits $ ( 12.5 ) 2.0 %

Other $ ( 11.4 ) 1.9 %

Total $ ( 20.0 ) 3.3 %

(a) State taxes in California, Illinois, New Jersey, Florida, North Carolina, Texas, Maryland and Pennsylvania make up the majority (greater than 50%) of the tax effect in this category.

(b) Includes the impact of any tax credits

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The reconciliation of the U.S.

Federal statutory tax rate to the Company’s effective income tax rate during fiscal 2025 and 2024 is presented below:

Year Ended June 30,

2025 2024 2023

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

17 unchanged sentences

Effective income tax rate ( 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.

9 unchanged sentences

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

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

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

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

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

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

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

Federal statutory rate of 21%.

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

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

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

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Significant components of deferred income tax assets and liabilities as of June 30, 2026 and 2025 are presented below:

13 unchanged sentences

Derivative Instruments 26.6 70.5

Investment in partnerships 13.9 —

Other 77.2 63.0

9 unchanged sentences

Net deferred income tax (liability) asset $ 253.2 $ 93.7

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The expirations of tax loss carry forwards, amounting to $ 889.2 as of June 30, 2026, in each of the fiscal years ending June 30, are presented below:

7 unchanged sentences

The total valuation allowances recorded are $ 287.7 and $ 274.1 as of June 30, 2026 and 2025, respectively.

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

interest expense limitation carryforwards.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

In fiscal 2026, the change in the valuation allowance was primarily due to an increase in valuation allowance on U.S.

interest expense limitation carryforwards and certain foreign net operating losses.

A reconciliation of the beginning and ending amount of UTBs is presented below:

12 unchanged sentences

The Company accrued interest of $( 0.5 ), $ 7.1 and $( 2.4 ), respectively, in fiscal 2026, 2025 and 2024.

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

The Company accrued penalties of $ 0.2 in fiscal 2026 and immaterial penalties in fiscal 2025, and no penalties in fiscal 2024.

The total gross accrued interest and penalties recorded in the Other noncurrent liabilities in the Consolidated Balance Sheets related to UTBs as of June 30, 2026 and 2025 is $ 36.0 and $ 36.6 , respectively.

5 unchanged sentences

The Company has open tax years ranging from 2009 and forward.

On the basis of information available at June 30, 2025, it is reasonably possible that a decrease of up to $ 8.2 in UTBs related to U.S.

and foreign exposures may be necessary within the coming year.

It is also possible the ongoing audits by tax authorities may result in increases or decreases to the balance of UTBs.

It is possible the ongoing audits by tax authorities may result in increases or decreases to the balance of UTBs.

Since it is common practice to extend audits beyond the statute of limitations, the Company is unable to predict the timing or conclusion of these audits and, accordingly, the Company is unable to estimate the amount of changes to the balance of UTBs that are reasonably possible at this time.

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

A summary of income taxes paid in 2026, net of refunds received, is as follows:

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Federal $ 22.5

State and Local (a)

Netherlands 9.4

Singapore 5.3

United Arab Emirates 5.4

Total $ 101.7

(a) No single state or local jurisdiction accounts for more than 5 % of the total income taxes paid.

INTEREST EXPENSE, NET

3 unchanged sentences

Interest expense $ 184.2 $ 227.0 $ 251.6

Foreign exchange losses, net of derivative contracts 3.8 16.5 12.2

Foreign exchange (gains) losses, net of derivative contracts ( 10.6 ) 3.8 16.5

Interest income ( 18.4 ) ( 16.6 ) ( 16.1 )

1 unchanged sentence

EMPLOYEE BENEFIT PLANS

Savings and Retirement Plans - The Company’s Savings and Retirement Plans include a U.S.

Savings and Retirement Plans

The Company’s Savings and Retirement Plans include a U.S.

defined contribution plan for employees primarily in the U.S.

2 unchanged sentences

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

During fiscal 2026, 2025 and 2024, the defined contribution expense for Coty Inc.

defined contribution plan was $ 13.7 , $ 15.4 and $ 15.6 , respectively, and the defined contribution expense for the international savings plans was $ 11.4 , $ 11.6 and $ 10.9 , respectively.

Pension Plans - The Company sponsors contributory and noncontributory defined benefit pension plans covering certain U.S.

Pension Plans

The Company sponsors contributory and noncontributory defined benefit pension plans covering certain U.S.

and international employees primarily in France, Germany and Switzerland.

3 unchanged sentences

The Company’s defined benefit pension plans are funded primarily through contributions from the Company after consideration of recommendations from the pension plans’ independent actuaries and are funded at levels sufficient to comply with local requirements.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Settlements and Curtailments for Pension Plans

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

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

The Company recognized curtailment losses (gains) of $( 0.3 ), nil , and $ 0.1 during the years ended June 30, 2026, 2025 and 2024, respectively.

Additionally, the Company recognized settlement losses (gains) of $ 0.1 , $( 0.5 ), and nil of which $ 0.3 , nil , and nil were related to restructuring actions during the years ended June 30, 2026, 2025 and 2024, respectively, offset by non-restructuring activity.

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

Plan Amendments for Pension Plans - There were no significant Plan amendments as of June 30, 2025.

Other Post-Employment Benefit Plans (“OPEB”) - The Company provides certain post-employment health and life insurance benefits for certain employees and spouses principally in the U.S.

Plan Amendments for Pension Plans

There were no significant Plan amendments as of June 30, 2026.

Other Post-Employment Benefit Plans (“OPEB”)

The Company provides certain post-employment health and life insurance benefits for certain employees and spouses principally in the U.S.

and France if certain age and service requirements are met.

1 unchanged sentence

In addition, the Company has a supplemental retirement plan and a termination benefit plan for selected salaried employees.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The aggregate reconciliation of the projected benefit obligations, plan assets, funded status and amounts recognized in the Company’s Consolidated Financial Statements related to the Company’s pension plans and other post-employment benefit plans is presented below:

7 unchanged sentences

Plan participants’ contributions — — 1.6 1.8 0.1 0.1 1.7 1.9

Plan amendments — — ( 0.4 ) 0.1 — — ( 0.4 ) 0.1

Benefits paid ( 1.3 ) ( 1.3 ) ( 18.5 ) ( 17.0 ) ( 1.6 ) ( 2.0 ) ( 21.4 ) ( 20.3 )

New employees transfers (out)/in — — — ( 0.8 ) — — — ( 0.8 )

Premiums paid — — ( 0.7 ) ( 0.7 ) — — ( 0.7 ) ( 0.7 )

11 unchanged sentences

Benefits paid ( 1.3 ) ( 1.3 ) ( 18.5 ) ( 17.1 ) ( 1.6 ) ( 2.0 ) ( 21.4 ) ( 20.4 )

New employees transfers (out)/in — — — ( 0.8 ) — — — ( 0.8 )

Premiums paid — — ( 0.7 ) ( 0.7 ) — — ( 0.7 ) ( 0.7 )

4 unchanged sentences

Funded status—June 30 $ ( 10.6 ) $ ( 11.3 ) $ ( 216.1 ) $ ( 243.1 ) $ ( 29.6 ) $ ( 30.8 ) $ ( 256.3 ) $ ( 285.2 )

(a) In connection with the P&G Beauty business acquisition in 2016, the Company assumed certain international pension and OPEB obligations and assets (the “P&G plans”).

At that time, the P&G plans had an active legal dispute that has been resolved during fiscal 2023, resulting in $ 16.2 of additional assets being paid to the Coty plans.

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

These assets were fully paid out during fiscal 2025.

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

(a) In connection with the P&G Beauty business acquisition in 2016, the Company assumed certain international pension and OPEB obligations and assets (the “P&G plans”).

At that time, the P&G plans had an active legal dispute that was resolved during fiscal 2023, resulting in $ 16.2 of additional assets being paid to the Coty plans.

The projected benefit obligation also increased $ 16.2 during fiscal 2023 to reflect the liability to distribute these funds to the employees who were originally in the P&G plans.

During fiscal 2026, $ 0.5 of these assets were paid out.

During fiscal 2025, $ 14.7 of these assets were paid out.

With respect to the Company’s pension plans and other post-employment benefit plans, amounts recognized in the Company’s Consolidated Balance Sheets as of June 30, 2026 and 2025, are presented below:

8 unchanged sentences

Net amount recognized $ ( 10.1 ) $ ( 10.2 ) $ ( 143.2 ) $ ( 183.7 ) $ ( 14.1 ) $ ( 13.6 ) $ ( 167.4 ) $ ( 207.5 )

The projected benefit obligation actuarial gain of $ 7.5 for the fiscal year ended June 30, 2026 was primarily driven by increases in discount rates since the fiscal year ended June 30, 2025.

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

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

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

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

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

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

During fiscal 2026 and fiscal 2025, the retiree medical and life insurance plan experienced a gain on the liability of $ 1.6 and $ 1.0 , respectively, primarily driven by changes in pre-65 medical claim costs and retirees and spouses waiving medical coverage.

The gain was slightly offset by a decrease in the discount rate and increases in the medical trend assumption.

The accumulated benefit obligation for the U.S.

31 unchanged sentences

2026 2025 2026 2025 2026 2025 2026 2025

Net actuarial (loss) gain $ 1.1 $ 0.5 $ 59.0 $ 47.2 $ 17.2 $ 19.1 $ 77.3 $ 66.8

Net actuarial gain (loss) $ 0.5 $ 1.1 $ 72.3 $ 59.0 $ 15.5 $ 17.2 $ 88.3 $ 77.3

Prior service credit (cost) — — 0.6 0.4 — — 0.6 0.4

4 unchanged sentences

2026 2025 2026 2025 2026 2025 2026 2025

Net actuarial (loss) gain $ 0.5 $ ( 0.1 ) $ 8.5 $ ( 4.8 ) $ 1.0 $ 4.5 $ 10.0 $ ( 0.4 )

Net actuarial gain (loss) $ — $ 0.5 $ 17.0 $ 8.5 $ 1.6 $ 1.0 $ 18.6 $ 10.0

Amortization or curtailment recognition of prior service (credit) cost — — ( 0.2 ) ( 0.1 ) — — ( 0.2 ) ( 0.1 )

Recognized net actuarial (gain) loss ( 0.6 ) 0.1 ( 1.6 ) ( 1.7 ) ( 3.2 ) ( 3.3 ) ( 5.4 ) ( 4.9 )

Prior service credit (cost) — — 0.4 ( 0.1 ) — — 0.4 ( 0.1 )

Effect of exchange rates — — ( 2.1 ) 5.0 ( 0.1 ) 0.3 ( 2.2 ) 5.3

110 unchanged sentences

As of June 30, 2026 and 2025, the notional amounts of the outstanding forward foreign exchange contracts designated as cash flow hedges were $ 30.4 and $ 17.3 , respectively.

The Company also uses certain derivatives not designated as hedging instruments consisting primarily of foreign currency forward contracts and cross currency swaps to hedge intercompany transactions and foreign currency denominated external debt.

The Company also uses certain derivatives not designated as hedging instruments consisting primarily of foreign currency forward contracts to hedge intercompany transactions and foreign currency denominated external debt.

Although these derivatives were not designated for hedge accounting, the overall objective of mitigating foreign currency exposure is the same for all derivative instruments.

24 unchanged sentences

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Forward Repurchase Contracts

4 unchanged sentences

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

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

Refer to Note 20—Equity and Convertible Preferred Stock.

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

During the year ended June 2026, the Company paid Hedge Valuation Adjustments in connection with its forward repurchase contracts of $ 53.9 in August 2025, $ 13.7 in November 2025, $ 10.1 in December 2025, $ 50.3 in February 2026, and $ 66.4 in March 2026.

In addition, during the prior fiscal year, the Company paid $ 191.1 in Hedge Valuation Adjustments on the forward repurchase contracts.

Refer to Note 20—Equity and Convertible Preferred Stock.

1 unchanged sentence

Foreign currency borrowings classified as net investment hedges —The accumulated (loss) gain on foreign currency borrowings classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $( 77.1 ) and $( 91.6 ) as of June 30, 2026 and 2025, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Cross-currency swap instruments classified as net investment hedges —The accumulated loss on derivative instruments classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $( 108.3 ) and $( 113.2 ) as of June 30, 2026 and 2025, respectively.

2 unchanged sentences

As of June 30, 2026, all of the Company’s remaining foreign currency forward contracts designated as hedges were highly effective.

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

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

Gain (Loss) Recognized in OCI Fiscal Year Ended June 30,

4 unchanged sentences

Foreign currency borrowings 14.5 ( 106.2 ) 26.8

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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

20 unchanged sentences

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

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Sheets at the estimated redemption value.

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

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

10 unchanged sentences

As of June 30, 2026, total authorized shares of Class A Common Stock were 1,250.0 million and total outstanding shares of Class A Common Stock were 880.5 million.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

In the fiscal years ended June 30, 2026, 2025, and 2024, the Company issued 7.8 , 4.4 , and 9.8 million shares of its Class A Common Stock, respectively, and received $ 0.0 , $ 0.0 , and $ 13.5 in cash, in connection with the exercise of employee stock options and settlement of RSUs.

9 unchanged sentences

This is inclusive of all voting interests of Mr.

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

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

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

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

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

On October 29, 2021 and September 18, 2023, JAB completed the transfer of 10.0 million and 5.0 million shares of Common Stock, respectively, to Ms.

6 unchanged sentences

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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

9 unchanged sentences

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

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

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

3 unchanged sentences

As of June 30, 2026 and 2025, the Series B Preferred Stock had outstanding accrued dividends of $ 3.3 .

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Dividends - Common Stock

2 unchanged sentences

The change in dividends accrued recorded to APIC in the Consolidated Balance Sheet as of June 30, 2026 and 2025 was nil , which represents dividends no longer expected to vest as a result of forfeitures of outstanding restricted stock units (“RSUs”).

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

In addition, the Company made payments of $ 0.0 , $ 0.1 , and $ 0.3 of which nil , nil , and $ 0.1 related to employee taxes, for the previously accrued dividends on RSUs that vested during the twelve months ended June 30, 2026, 2025, and 2024, respectively.

Total accrued dividends on unvested RSUs and phantom units included in Other current liabilities are $ 0.7 and $ 0.7 as of June 30, 2026 and 2025, respectively.

9 unchanged sentences

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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

11 unchanged sentences

The amendment did not apply to the December 2022 Forward.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

During the years ended June 2026, the Company paid Hedge Valuation Adjustments in connection with its forward repurchase contracts of $ 53.9 in August 2025, $ 13.7 in November 2025, $ 10.1 in December 2025, $ 50.3 in February 2026, and $ 66.4 in March 2026.

In addition, during the prior fiscal year, the Company paid $ 191.1 in Hedge Valuation Adjustments on the forward repurchase contracts.

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

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Ending balance at June 30, 2026 $ ( 0.3 ) $ ( 185.4 ) $ ( 600.5 ) $ 65.9 $ ( 720.3 )

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

(a) Amortization of actuarial gains of $ 5.5 and $ 5.0 , net of taxes of $ 1.3 and $ 1.2 , were reclassified out of AOCI/(L) and included in the computation of net period pension costs for the fiscal years ended June 30, 2026 and 2025, respectively (see Note 17—Employee Benefit Plans).

SHARE-BASED COMPENSATION PLANS

The Company has various share-based compensation programs (“the Compensation Plans”) under which awards, including non-qualified stock options, Series A Preferred Stock, RSUs, PRSUs, restricted stock and other share-based awards, may be granted or shares of Class A Common Stock may be purchased.

The Company has various share-based compensation programs (“the Compensation Plans”) under which awards, including non-qualified stock options, qualified stock options, Series A Preferred Stock, RSUs, PRSUs, restricted stock and other share-based awards, may be granted or shares of Class A Common Stock may be purchased.

As of June 30, 2026, 114.5 million shares of the Company's Class A Common Stock were authorized to be granted pursuant to these Plans.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

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

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Liability plan expense 0.2 0.1 0.3

Fringe expense 3.0 3.0 1.7

Total share-based compensation expense (b)

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

See Note 23 -Related Party Transactions for additional information.

The share-based compensation expense for fiscal 2025, 2024 and 2023 of $ 53.0 , $ 91.8 , and $ 137.6 , respectively, includes $ 53.8 , $ 91.8 , and $ 138.7 expense for the respective period offset by $( 0.8 ), nil , and $( 1.1 ) of income for the respective periods primarily due to significant executive forfeitures of share-based compensation instruments.

As of June 30, 2025, the total unrecognized share-based compensation expense related to unvested stock options, PRSUs, and restricted stock units and other share awards is $ 0.0 , $ 4.5 and $ 103.9 , respectively.

The share-based compensation expense for fiscal 2026, 2025, and 2024 was $ 46.3 , $ 50.0 , and $ 88.8 , respectively.

As of June 30, 2026, the total unrecognized share-based compensation expense related to unvested qualified stock options, PRSUs, and restricted stock units and other share awards is $ 3.2 , $ 0.7 and $ 39.8 , respectively.

The unrecognized share-based compensation expense related to unvested stock options, PRSUs, and restricted stock units and other share awards is expected to be recognized over a weighted-average period of 2.50 , 1.07 and 1.98 years, respectively.

Qualified and Non-Qualified Stock Options

Qualified Stock Options

During fiscal 2026, 2025, and 2024, the Company granted 6.0 million, 0.0 , and 0.0 qualified stock option awards, as described in the Long-term Equity Program for CEO section below.

The Company uses the Monte Carlo model to value the outstanding qualified stock options.

The fair value of the Company’s outstanding qualified stock options was estimated with the following assumptions:

Expected term (in years) 3.6

Expected volatility 60.00 %

Risk-free interest rate 4.10 %

Expected dividend yield — %

Expected life, in years - The expected life represented the period of time (years) that options granted were expected to be outstanding, which the Company calculated using a formula based on the vesting term and the contractual life of the respective option.

Expected volatility - The expected volatility is derived using historical stock price information for the Company’s common stock.

Risk-free interest rate - The Company based the risk-free interest rate on the implied yield available on a U.S.

Treasury note with a term equal to the expected term of the underlying options.

Expected dividend yield - The Company calculated the dividend yield on shares using the expected annualized dividend rate and the stock price as of the valuation date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company’s outstanding qualified stock options as of June 30, 2026 and activity during the fiscal year then ended are presented below:

Shares (in millions) Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value

Outstanding at July 1, 2025 0.0 —

Granted 6.0 $ 2.22

Outstanding at June 30, 2026 6.0 $ 2.22

Vested and expected to vest at June 30, 2026 5.8 $ 2.22 2.5 $ —

Exercisable at June 30, 2026 — — $ —

The 6.0 million qualified stock options vest as described in the Long-term Equity Program for CEO section below.

The share-based compensation expense recognized on the qualified stock options was $ 0.4 , $ 0.0 and $ 0.0 during fiscal 2026, 2025, and 2024, respectively.

Non-Qualified Stock Options

During fiscal 2026, 2025 and 2024, the Company did not grant any non-qualified stock option awards.

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

The options issued prior to 2024 are accounted for using equity accounting whereby the share-based compensation expense is estimated and fixed at the grant date based on the estimated value of the options using the Black-Scholes valuation model.

Non-qualified stock options generally become exercisable five years from the date of the grant or on a graded vesting schedule where 60 % of each award granted vests after three years , 20 % of each award granted vests after four years and 20 % of each award granted vests after five years .

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Company’s outstanding non-qualified stock options as of June 30, 2026 and activity during the fiscal year then ended are presented below:

(in millions) Weighted

Price Aggregate

Value Weighted

Term (in years)

Price Weighted

Term (in years) Aggregate Intrinsic Value

Outstanding at July 1, 2025 3.4 $ 13.89

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Exercisable at June 30, 2026 2.8 $ 13.08 2.18 $ —

Of the 3.4 million stock options outstanding at June 30, 2025, 1.6 million vest on the fifth anniversary of the grant date and 1.8 million vest on the graded vesting schedule.

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

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

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

(in millions) Weighted

Non-vested at July 1, 2024 0.3 $ 3.41

Vested ( 0.2 ) 3.41

Forfeited ( 0.1 ) 3.41

Non-vested at June 30, 2025 — $ —

Of the 2.8 million stock options outstanding at June 30, 2026, 1.1 million vested on the fifth anniversary of the grant date and 1.7 million vested on the graded vesting schedule.

As of June 30, 2026, the grant prices of the outstanding non-qualified options ranged from $ 11.08 to $ 18.55 , and the grant prices for exercisable options ranged from $ 11.08 to $ 18.55 .

The total intrinsic value of stock options exercised during fiscal 2026, 2025 and 2024 was $ 0.0 , $ 0.0 and $ 1.2 .

The share-based compensation expense recognized on the non-qualified stock options was $ 0.0 , $ 0.1 and $ 0.3 during fiscal 2026, 2025 and 2024, respectively.

Series A Preferred Stock

In addition to the Executive Ownership Programs discussed above, the Series A Preferred Stock are accounted for partially as equity and partially as a liability as of June 30, 2025, 2024 and 2023 and the Company recognized an (income) expense of $ 0.0 , $( 0.8 ) and $ 0.2 in fiscal 2025, 2024 and 2023, respectively.

See Note 19—Equity and Convertible Preferred Stock for additional information.

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

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

Expected life, in years 0.74 years

Expected volatility 66.31 %

Risk-free rate of return 5.44 %

Dividend yield on Class A Common Stock — %

In addition to the Executive Ownership Programs discussed above, the Series A Preferred Stock are accounted for as a liability as of June 30, 2026, 2025 and 2024 and the Company recognized (income) expense of $ 0.0 , $ 0.0 and $( 0.8 ) in fiscal 2026, 2025 and 2024, respectively.

Pursuant to the Series A Preferred Stock subscription agreement dated March 27, 2017, the vested Series A Preferred Stock expired on March 31, 2024.

As such, the fair value of the outstanding Series A Preferred Stock was zero and no valuation was performed.

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

See Note 20—Equity and Convertible Preferred Stock for additional information.

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($ in millions, except per share data)

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

Risk-free rate of return - The Company bases the risk-free rate of return on the U.S.

Constant Maturity Treasury Rate.

Dividend yield on Class A Common Stock - The Company calculated the dividend yield on shares using the expected annualized dividend rate and the stock price as of the valuation date.

Series A Preferred Shares generally expire seven years from the date of the grant.

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

(in millions) Weighted

Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term (in years)

Outstanding at July 1, 2024 1.0 $ —

Forfeited — —

Outstanding at June 30, 2025 1.0 —

Vested and expected to vest at June 30, 2025 — $ — $ — —

Exercisable — $ — $ — —

The Company has no non-vested shares of Series A Preferred Stock as of June 30, 2025 or 2024.

The Company has 1.0 million shares outstanding of Series A Preferred Stock as of June 30, 2026 and 2025.

Long-term Equity Program for CEO

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

The Award vested and settled in 10.0 million shares of the Company’s Class A Common Stock, par value $ 0.01 per share, on each of August 31, 2021, August 31, 2022 and August 31, 2023.

The Company recognized the share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date.

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

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

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

Nabi in connection with the third and second vesting of the Award.

Pursuant to the term of the amended employment agreement on May 4, 2023, the Company granted Ms.

Nabi a one-time award of 10,416,667 RSUs and will grant a total of 10,416,665 PRSUs in five equal tranches over the next five years .

These two awards will vest periodically over the next seven years in accordance with the terms discussed below.

Nabi's 10,416,667 RSUs will vest and settle in shares of the Company’s Class A Common Stock, par value $ 0.01 per share over five years on the following vesting schedule:

Nabi a one-time award of 10,416,667 RSUs and a total of 10,416,665 PRSUs in five equal tranches over the next five years .

Nabi ceased to serve as the Company’s CEO effective December 31, 2025, and pursuant to the terms of the separation agreement on December 20, 2025, these two awards were treated in accordance with the terms discussed below.

Nabi's 10,416,667 RSUs were originally scheduled to vest and settle in shares of the Company’s Class A Common Stock, par value $ 0.01 per share over five years on the following vesting schedule:

(i) 15 % on September 1, 2024, (ii) 15 % on September 1, 2025, (iii) 20 % on September 1, 2026, (iv) 20 % on September 1, 2027;

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Nabi’s continued employment through the applicable vesting date.

As of the date of the separation agreement, the first two tranches had vested.

Pursuant to the terms of the amended employment agreement, Ms.

Nabi vested in the third tranche on January 2, 2026.

The remaining two tranches of the RSU awards and all PRSU awards were forfeited.

The previously recognized compensation expense was reversed for forfeited awards as of December 31, 2025.

Pursuant to the terms of the employment agreement dated December 20, 2025, the Company granted its new Executive Chairman of the Board and interim CEO, Markus Strobel, a one-time award of 1,351,352 RSUs and 6,000,000 stock options of Coty Inc’s Class A Common Stock on March 16, 2026.

These two awards will vest over the next 2.75 years in accordance with the terms discussed below.

Strobel's 1,351,352 RSUs will vest and settle in shares of the Company’s Class A Common Stock, par value $ 0.01 per share over 2.75 years on the following vesting schedule:

(i) 33 % on March 31, 2027, (ii) 33 % on March 31, 2028, and (iii) 34 % on December 31, 2028, in each case subject to Mr.

Strobel’s continued employment through the applicable vesting date.

The Company will recognize approximately $ 2.9 of share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date, net of forfeitures.

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

The first and second tranche of Ms.

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

Nabi’s continued employment.

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

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

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

In the event that JAB and Ms.

Nabi sell shares of Common Stock for cash in a privately negotiated transaction, subject to Board approval, the Company will grant Ms.

Nabi new options to acquire shares of Common Stock (the “Reload Options”) in an amount equal to the number of shares sold by Ms.

Nabi in such transaction.

The Reload Options will have a strike price equal to the greater of the volume weighted average price for shares at the time of the relevant transaction and the fair market value on the date of grant.

The potential expense attributed to the reload options will be recognized when the reload options are granted.

The stock options are subject to both a service condition and a market condition.

The options vest on December 29, 2028 (the “Vesting Date”), contingent upon Mr.

Strobel’s continued service through such date.

Vesting is further conditioned on the achievement of specified share price targets as of the Vesting Date, with 100 % of the award vesting if the Company’s share price equals or exceeds $ 9.00 per share, and 50 % of the award vesting if the share price equals or exceeds $ 5.56 per share.

The Company will recognize approximately $ 3.6 of share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date, net of forfeitures.

Restricted Stock Units

During fiscal 2025, 2024 and 2023, 3.6 million, 4.1 million and 17.2 million RSUs were granted under the Omnibus LTIP and 0.3 million, 0.3 million and 0.3 million RSUs were granted under the 2007 Stock Plan for Directors, respectively.

During fiscal 2026, 2025 and 2024, 11.8 million, 3.6 million and 4.1 million RSUs were granted under the Omnibus Equity and Long-Term Incentive Plan (“Omnibus LTIP”) and 0.2 million, 0.3 million and 0.3 million RSUs were granted under the 2007 Stock Plan for Directors, respectively.

The Company’s outstanding RSUs as of June 30, 2026 and activity during the fiscal year then ended are presented below:

(in millions) Aggregate

Value Weighted

Outstanding at July 1, 2024 22.1

Settled ( 6.1 )

Cancelled ( 0.8 )

Outstanding at June 30, 2025 19.1

Vested and expected to vest at June 30, 2025 16.5 $ 76.6 2.44

The share-based compensation expense recorded in connection with the RSUs and other share awards was $ 56.4 , $ 78.5 and $ 131.9 during fiscal 2025, 2024 and 2023, respectively, of which $ 20.5 , $ 36.5 , and $ 96.6 related to Ms.

Nabi's award, as described above.

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

(in millions) Weighted

Outstanding and nonvested at July 1, 2024 21.3 $ 9.92

(in millions) Weighted Average

Nonvested at July 1, 2025 19.1 $ 9.72

Granted 12.0 $ 3.14

Vested ( 9.4 ) $ 9.17

Cancelled ( 0.8 ) 7.98

Outstanding and nonvested at June 30, 2025 18.0 $ 9.76

Forfeited ( 6.8 ) 10.37

Nonvested at June 30, 2026 14.9 $ 4.44

The share-based compensation expense recorded in connection with the RSUs and other share awards was $ 45.6 , $ 56.4 and $ 78.5 during fiscal 2026, 2025 and 2024, respectively, of which $ 16.4 , $ 20.5 , and $ 36.5 related to Ms.

Nabi's award, as described above.

The total intrinsic value of RSUs vested and settled during fiscal 2026, 2025 and 2024 is $ 36.3 , $ 50.8 and $ 166.7 , respectively.

Performance Restricted Stock Units

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

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($ in millions, except per share data)

Performance Restricted Stock Units

During fiscal 2026, 2025 and 2024, 0.0 million, 4.1 million, and 4.0 million PRSUs were granted under the Omnibus LTIP, respectively.

The Company’s outstanding PRSUs as of June 30, 2026 and activity during the fiscal year then ended are presented below:

(in millions) Aggregate

Value Weighted

Outstanding at July 1, 2024 5.1

Cancelled ( 0.2 )

Outstanding at June 30, 2025 9.0

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

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

(in millions) Weighted Average Grant Date Fair Value

Nonvested at July 1, 2025 9.0 $ 9.20

Vested ( 1.1 ) $ 6.62

Forfeited ( 4.8 ) $ 10.03

Nonvested at June 30, 2026 3.1 $ 8.79

The share-based compensation expense recorded in connection with the PRSUs was $ 0.3 , $( 3.5 ), and $ 10.7 during fiscal 2026, 2025 and 2024, respectively, of which $( 1.7 ), $( 3.7 ), and $ 5.4 related to Ms.

Nabi's award, as described above.

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

(in millions) Weighted

Outstanding and nonvested at July 1, 2024 5.1 $ 9.66

Granted 4.1 8.58

Cancelled ( 0.2 ) ( 8.44 )

Outstanding and nonvested at June 30, 2025 9.0 $ 9.20

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

The total intrinsic value of PRSUs vested during fiscal 2026, 2025 and 2024 was $ 4.7 , $ 0.0 , and nil .

Restricted Stock

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The share-based compensation expense recorded in connection with the restricted stock was $ 0.0 , $ 0.0 , $ 3.1 during fiscal 2026, 2025 and 2024, respectively.

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

The Company has no non-vested restricted stock as of June 30, 2026.

The total intrinsic value of restricted stock vested and settled during fiscal 2026, 2025 and 2024 was $ 0.0 , $ 0.0 and $ 5.0 , respectively.

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On July 21, 2015, the Board granted Mr.

Becht, the Company’s former Chairman of the Board and interim CEO, an award of 300,000 phantom units, in consideration of Mr.

Becht’s increased and continuing responsibilities as interim CEO of the Company.

Becht, an award of 300,000 phantom units.

Each phantom unit has an economic value equivalent to one share of the Company’s Class A Common Stock settleable in cash or shares at the election of Mr.

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The phantom units vested on the fifth anniversary of the grant date and remain outstanding as of June 30, 2026.

NET INCOME (LOSS) ATTRIBUTABLE TO COTY INC.

NET (LOSS) INCOME ATTRIBUTABLE TO COTY INC.

PER COMMON SHARE

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Net (loss) income attributable to Coty Inc.

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

Potentially dilutive securities consist of non-qualified stock options, Series A Preferred Stock, RSUs, unvested restricted stock awards and potential shares resulting from the conversion of the Series B Preferred Stock as of June 30, 2025, 2024 and 2023.

Potentially dilutive securities consist of qualified and non-qualified stock options, Series A Preferred Stock, RSUs, unvested restricted stock awards and potential shares resulting from the conversion of the Series B Preferred Stock as of June 30, 2026, 2025 and 2024.

Net (loss) income attributable to Coty Inc.

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In addition, there are no participating securities requiring the application of the two-class method of income per share.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Reconciliation between the numerators and denominators of the basic and diluted EPS computations is presented below:

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(a) As of June 30, 2026, 2025 and 2024, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase 3.2 million, 3.5 million, and 2.8 million weighted average anti-dilutive shares of Common Stock, respectively, were excluded from the computation of diluted EPS.

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

(b) As of June 30, 2026, 2025 and 2024, there wer e 15.4 million , 11.6 million, and 1.0 million weighted average anti-dilutive RSUs, respectively, excluded from the computation of diluted EPS.

(c ) As of June 30, 2026, 2025 and 2024, no dilutive shares of Convertible Series B Preferred Stock, respectively, were included in the computation of diluted EPS as their inclusion would be anti-dilutive.

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

(d) For the twelve months ended June 30, 2026, 2025 and 2024, potential shares for the Forward Repurchase Contracts were excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The treasury method typically does not adjust the net (loss) income attributable to Coty Inc., while the if-converted method requires an adjustment to reverse the impact of the preferred stock dividends of $ 13.2 , $ 13.2 , and $ 13.2 , respectively, and to reverse the impact of fair market value losses/(gains) for contracts with the option to settle in shares or cash of $ 115.8 , $ 248.1 , and $ 73.4 , respectively, if dilutive, for the twelve months ended June 30, 2026, 2025 and 2024 on net (loss) income applicable to common stockholders during the period.

LEGAL AND OTHER CONTINGENCIES

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

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

However, management’s assessment of the Company’s current Legal Proceedings is ongoing, and could change in light of the discovery of additional facts with respect to Legal Proceedings not presently known to the Company, further legal analysis, or determinations by judges, arbitrators, juries or other finders of fact or deciders of law which are not in accord with management’s evaluation of the probable liability or outcome of such Legal Proceedings.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

further legal analysis, or determinations by judges, arbitrators, juries or other finders of fact or deciders of law which are not in accord with management’s evaluation of the probable liability or outcome of such Legal Proceedings.

From time to time, the Company is in discussions with regulators, including discussions initiated by the Company, about actual or potential violations of law in order to remediate or mitigate associated legal or compliance risks and liabilities or penalties.

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Cosmetic Talcum Powder Matters.

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

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

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

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

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

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

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

Brazilian Tax Assessments

The Company’s Brazilian subsidiaries receive tax assessments from local, state and federal tax authorities in Brazil from time to time.

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

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

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

While the Company and its legal counsel intend to continue to defend these cases vigorously as well as exploring various means of resolving claims before trial, there can be no assurances regarding the ultimate resolution of these matters, individually or collectively, or that such resolutions will not be material in nature.

In each of the years prior to fiscal 2026, the value of settlements, both individually and in the aggregate, has not been material;

however, due to the rising number of filed and pending cases against the Company, as well as the evolving litigation landscape, inclusive of significant judgments and settlements by third party companies, settlement values and other costs associated with these cases have increased substantially and are expected to increase in the future.

In addition, the Company has experienced higher recent settlement demands and volumes driven in part by the maturation of cases that have been previously filed and are now reaching the trial stage as well as the general nature of litigation in this area which sometimes involves expedited trial dates and substantial settlements or judgments involving third parties.

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

The Company has accrued for such litigation when the likelihood of loss is probable and a reasonable estimate of such loss can be made.

For the years ended June 30, 2026 and 2025, the aggregated expense was $ 53.2 and $ 22.6 , respectively.

These amounts include the settlements paid as well as accruals related to probable and estimable claims, net of insurance recoveries, during the period, but do not include the legal fees or related litigation costs incurred to defend the Company.

The amounts incurred in fiscal 2026 and 2025 may not be indicative of amounts that may be incurred in the future, which may fluctuate from period to period, and the Company cannot predict the magnitude, timing or pace of any change in such amounts.

Amounts accrued for such legal contingencies often result from a complex set of judgments about future events and uncertainties that rely on estimates and assumptions including timing of related payments.

The ability to make such estimates can be affected by various factors such as whether the damages are substantiated, status of discovery, including experts, stage of proceedings, the court where the claim is filed, whether significant facts are in dispute, and the number of parties in the claim.

The range of reasonably possible losses in excess of accrued liabilities currently cannot be reasonably estimated.

Certain Other Litigation .

On March 23, 2026 and May 14, 2026, two putative stockholder class action complaints captioned Srinivasan v.

Coty Inc., et al.

1:26-cv-02343-RA (S.D.N.Y.) and Chen v.

Coty Inc., Case No.

1:26-cv-04034-RA (S.D.N.Y.), were filed against the Company and certain current and former officers of the Company in the U.S.

District Court for the Southern District of New York.

On June 10, 2026, the actions were consolidated under the caption In re Coty Inc.

Securities Litigation, Case No.

1:26-cv-02343-RA-VF.

The plaintiffs allege that certain of the defendants’ statements in May 2025 and November 2025 regarding the Company’s fiscal year 2026 earnings guidance were materially false and/or misleading.

The plaintiffs assert claims under the federal securities laws and seeks, among other things, monetary damages.

A consolidated amended complaint is due to be filed on or before August 31, 2026.

On April 3, 2026 and April 14, 2026, respectively, two stockholder derivative lawsuits were filed in the Supreme Court of the State of New York (County of New York), captioned Fernicola v.

Nabi, et al ., Index No.

154383/2026, and Mody v.

Ballini , et al.

652215/2026, against certain current and former Coty officers and board members.

The complaints assert causes of action of breach of fiduciary duty, gross mismanagement, unjust enrichment, and waste of corporate assets, based on substantially the same allegations as the putative securities class actions.

On behalf of the Company, the complaint seeks unspecified monetary damages, governance reforms, and fees and costs.

On April 9, 2026, a derivative lawsuit was filed in the U.S.

District Court for the Southern District of New York, captioned Moar v.

Nabi, et al ., Case No.

12:36-cv-02931-RA (S.D.N.Y.), against certain current and former Coty officers and board

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($ in millions, except per share data)

The complaint asserts claims of violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution, based on allegedly false and/or misleading statements made in August and November 2025 and in its September 2025 Proxy Statement regarding the Company’s earnings guidance and risk oversight.

On behalf of the Company, the complaint seeks unspecified monetary damages, governance reforms, and fees and costs.

At this time, the Company cannot reasonably estimate a range of loss, if any, not covered by available insurance, that may result given the current status of these lawsuits.

Brazilian Tax Assessments

The Company’s Brazilian subsidiaries receive tax assessments from local, state and federal tax authorities in Brazil from time to time.

Current open tax assessments as of June 30, 2026 are:

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

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Oct-20 Federal excise taxes, which the Treasury Office of the Brazil’s Internal Revenue Service considers as improperly calculated IPI 2016-2017 R$ 514.5 million (approximately $ 99.5 )

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

Nov-22 IPI 2018-2019 R$ 519.2 million (approximately $ 100.4 ) (a)

Mar-24 IPI 2020 R$ 40.4 million

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

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

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

The tax authorities have a month to appeal the decision.

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

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

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

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

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

ICMS 2016-2020 R$ 0.0 million (approximately $ 0.0 ) (b)

(a) During the first quarter of the current fiscal year, the tax assessment was revised as the case progressed through the Brazilian judicial system.

As part of this reassessment, previously applied penalties were excluded in accordance with applicable tax regulations.

As a result, the total liability was reduced compared to the prior assessment in the previous fiscal year.

(b) During the first quarter of the current fiscal year, the administrative case was decided in Coty's favor and prevailed against the tax authorities' appeal.

In the second quarter of fiscal 2024, the Company filed appeals to be remitted to the third instance Brazilian Superior Court of Justice and, in the last quarter of fiscal 2024, a judge of the Superior Court of Justice ruled against the Company.

The Company filed an interlocutory appeal for the full bench of judges on the Superior Court of Justice to review the case, and the court rendered a verdict granting the Company’s request to remand the case to the state court of Goiás in the first quarter of the fiscal year.

The case is expected to be heard in the first half of fiscal 2027.

The Company has been required to provide surety bonds of R$ 209.7 million (approximately $ 40.5 ) and cash deposits of R$ 244.2 million (approximately $ 47.2 ) as of June 30, 2026, to guarantee payment if the case is resolved against Coty.

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

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

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

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

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

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

In response to the enforcement, the Company has obtained a stay pending the Protege Fee case.

The Company has been required to provide surety bonds of R$ 541.9 million (approximately $ 104.8 ) as of June 30, 2026, to guarantee payment if the case is resolved against Coty.

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

The Company has been required to provide surety bonds of R$ 347.4 million (approximately $ 63.4 ) as of June 30, 2025, to guarantee payment if the case is resolved against the Company.

The Company has filed an annulment action and is currently awaiting judgment.

The Company has been required to provide surety

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

bonds of R$ 366.3 million (approximately $ 70.8 ) as of June 30, 2026, to guarantee payment if the case is resolved against the Company.

The Treasury Office of the Brazil’s Internal Revenue Service IPI assessment received in November 2022 is currently at the judicial process as of the third quarter of the current fiscal year.

The Company has filed an annulment action and is currently awaiting judgment.

All other cases are currently in the administrative process.

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The Company believes it has meritorious defenses and it has not recognized a loss for these assessments as the Company does not believe a loss is probable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Other Commitments

At June 30, 2025, the aggregate future minimum purchase obligations, which include commitments to purchase inventory and other services agreements, were as follows:

Fiscal Year Ending June 30, Purchase Obligations

At June 30, 2026, the aggregate future minimum purchase obligations, which include commitments to purchase inventory and other services agreements and royalty payments for license agreements, were as follows:

Fiscal Year Ending June 30, Purchase Obligations Royalty Payments Total

2027 $ 687.4 $ 213.3 $ 900.7

2028 97.6 158.6 $ 256.2

2029 55.1 139.2 $ 194.3

2030 22.4 132.3 $ 154.7

2031 21.5 94.6 $ 116.1

Thereafter — 131.0 $ 131.0

Total $ 884.0 $ 869.0 $ 1,753.0

2 unchanged sentences

In connection with the sales of certain businesses, the Company has assigned its rights and obligations under a real estate lease to JAB Partners LLP.

The remaining term of this lease is approximately six years .

The remaining term of this lease is approximately five years .

While the Company is no longer the primary obligor under this lease, the lessor has not completely released the Company from its obligation, and holds it secondarily liable in the event that the assignee defaults on the lease.

1 unchanged sentence

The Company has assessed the probability of default by the assignee and has determined it to be remote.

Equity Transfer Agreement

In connection with the Award granted to the Company’s CEO on June 30, 2021, JAB Beauty B.V.

agreed to transfer to her (either directly or through contributing to the Company) one-half of the total number of shares of Common Stock owed to her when the Award vests, which has now been fulfilled.

See Note 20—Share-Based Compensation Plans for more information on the Award.

Relationship with KKR

As noted in Note 19—Equity and Convertible Preferred Stock, in fiscal 2020, KKR Aggregator purchased Series B Preferred Stock.

This preferred stock conveyed to KKR Aggregator the right to designate two directors to the Company’s Board of Directors and voting rights on an as-converted basis.

As a result of various conversions/exchanges described below, KKR no longer holds any preferred stock of the Company and no longer has the right to designate any directors to the Company's Board of Directors.

From time to time, certain funds held by KKR may hold the Company’s Senior Secured and Unsecured Notes (as defined in Note 12—Debt).

These funds may receive principal and interest payments on the same terms as other investors in the Company’s Senior Secured and Unsecured Notes.

As of June 30, 2025, Coty owned 25.84 % of the Wella Company as an equity investment and performs certain services to Wella.

Refer to Note 10—Equity Investments.

On December 22, 2021, the Company entered into an agreement with (“KKR Bidco”) related to post-closing adjustments to the purchase consideration the Wella Business.

In relation to this contingent consideration agreement, the Company recognized gains of $ 10.1 , $ 19.7 , and $ 30.8 , during fiscal 2025, 2024 and 2023, respectively, reported in Other expense (income), net.

In connection with the sale of the Wella Business, the Company and Wella entered into a Transitional Services Agreement (“TSA”) and the Company performed services for Wella in exchange for related service fees.

The Company and Wella have mutually agreed to end the contracted TSA services on January 31, 2022, as well as previously existing distribution services in Brazil during fiscal 2024.

On December 22, 2021, the Company entered into an agreement with (“KKR Bidco”) related to post-closing adjustments to the purchase consideration of the Wella Business.

In relation to this contingent consideration agreement, the Company recognized gains of $ 3.4 , $ 10.1 , and $ 19.7 , during fiscal 2026, 2025 and 2024, respectively, reported in Other expense, net.

The Company had an agreement with Wella to provide management, consulting and financial services to Wella and its direct and indirect divisions, subsidiaries, parent entities and controlled affiliates.

Fees earned and reflected in Other expense, net in fiscal years 2026, 2025 and 2024 were $ 0.7 , $ 1.2 , and $ 1.2 , respectively.

On December 18, 2025, the Company completed the sale of its remaining 25.8 % equity interest in Wella to an entity affiliated with KKR.

As a result of this transaction, the Company no longer holds any equity interest in Wella.

The Company no longer considers Wella as a related party.

The Company and Wella continue to have in place manufacturing arrangements to facilitate the Wella Business transition in the U.S.

TSA fees and other fees earned were $ 0.2 and $ 5.0 , respectively, for the year ended

TSA fees and other fees earned were $ 0.0 and $ 5.2 , respectively for the year ended June 30, 2026, $ 0.2 and $ 5.0 , respectively, for the year ended June 30, 2025, and $ 2.2 and $ 10.0 , respectively, for the year ended June 30, 2024.

Fees are principally invoiced on a cost plus basis and were included in Selling, general and administrative expenses and Cost of sales, respectively, in the Company's Statement of Operations.

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($ in millions, except per share data)

June 30, 2025, $ 2.2 and $ 10.0 , respectively, for the year ended June 30, 2024, and $ 3.3 and $ 7.6 , respectively for the year ended June 30, 2023.

Fees are principally invoiced on a cost plus basis and were included in Selling, general and administrative expenses and Cost of sales, respectively, in the Company's Statement of Operations.

The Company also entered into an agreement with Wella to provide management, consulting and financial services to Wella and its direct and indirect divisions, subsidiaries, parent entities and controlled affiliates.

Fees earned and reflected in Other expense (income), net in fiscal years 2025, 2024 and 2023 were $ 1.2 , $ 1.2 , and $ 2.7 , respectively.

As of June 30, 2025, accounts receivable from and accounts payable to Wella of $ 34.6 and $ 0.4 , respectively, were included in Prepaid expenses and other current assets and Other current liabilities, respectively, in the Company's Balance Sheets.

Additionally, as of June 30, 2025, the Company has accrued $ 35.1 related to long-term payables due to Wella included in Other noncurrent liabilities in the Company's Consolidated Balance Sheet.

Coty will continue to recognize the share-based compensation expense for Wella employees until the existing equity awards reach their vesting date.

For the years ended June 30, 2025, 2024 and 2023, Coty recorded $ 0.7 , $ 2.1 , and $ 4.6 of share-based compensation expense related to Wella employees, which was presented as part of Other expense (income), net in the Consolidated Statements of Operations.

The Company has certain sublease arrangements with Wella after the sale.

For the years ended June 30, 2025, 2024 and 2023, the Company reported sublease income of $ 7.6 , $ 8.2 , and $ 9.1 from Wella.

Consulting Services and Other Arrangements

Until June 30, 2023, director Beatrice Ballini was a senior member at Russell Reynolds Associates, which provided $ 0.9 in recruiting services to the Company in fiscal 2023.

As of fiscal 2024, Russell Reynolds Associates is no longer a related party.

Secondment Agreement

On October 1, 2025, the Company entered into a secondment arrangement with an entity affiliated with JAB to obtain executive management services.

Under the terms of the arrangement, the secondee provides services to the Company for a minimum period of one year , in exchange for a fixed fee payable to the affiliated entity.

For the year ended June 30, 2026, $ 1.0 was recorded in Selling, general and administrative expense in the Consolidated Statement of Operations, with a corresponding $ 0.3 recorded in Other current liabilities in the Consolidated Balance Sheets.

SUBSEQUENT EVENTS

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

The Act includes changes to U.S.

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

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

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

On July 7, 2026, the Company entered into a License Termination and Transition Agreement (the “Termination Agreement”) to transition the Gucci Beauty license back to Kering.

Pursuant to the terms of the Termination Agreement, Coty will continue to operate the Gucci Beauty brand through at least June 30, 2027, ending the license approximately one year prior to its originally scheduled expiration.

Under the terms of the Termination Agreement, the Company will receive aggregate consideration of approximately $ 400.0 .

The Company received $ 250.0 in cash upon signing the Termination Agreement, and will receive an additional $ 150.0 , subject to a potential holdback of up to $ 30.0 in certain specified circumstances, on the earlier of the anticipated termination date and September 30, 2027.

Coty has also agreed to sell to Kering an amount of Gucci Beauty inventory sufficient to support the transition.

The payments for inventory are payable upon being invoiced throughout the period leading up to the termination date.

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21 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures