COTY INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures 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 65 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. We have included our Management Report over Internal Control over Financial Reporting in “Item 15. Exhibits, Financial Statement Schedules” and is incorporated in this Item 9A by reference. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) of the Exchange Act during the fourth fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our CEO and CFO, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving our objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information. During the three months ended June 30, 2026, none of the Company’s directors or Section 16 reporting officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of the SEC’s Regulation S-K). The Company has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities by its directors, officers, employees and contractors that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations (including both U.S. securities laws and the EU Market Abuse Regulation) and the listing standards applicable to the Company. A copy of the Company's insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors Information regarding directors is incorporated by reference to the “Directors” and “Corporate Governance” sections of our proxy statement on Schedule 14A for the 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”). Executive Officers Information regarding executive officers is incorporated by reference to the “Executive Officers” section of our 2026 Proxy Statement. 66 Section 16(a) Beneficial Ownership Reporting Compliance This information is incorporated by reference to the “Section 16(a) Beneficial Ownership Reporting Compliance” section of our 2026 Proxy Statement. Code of Ethics This information is incorporated by reference to the “Corporate Governance Guidelines and Code of Business Conduct” section of our 2026 Proxy Statement. Item 11. Executive Compensation. This information is incorporated by reference to the “Executive Compensation” and “Director Compensation” sections of our 2026 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. This information is incorporated by reference to the “Security Ownership of Certain Beneficial Owners and Management” section of our 2026 Proxy Statement. For equity compensation plan information, see “Equity Compensation Plan Information” in Part II, Item 5 hereof, which is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. This information is incorporated by reference to the “Certain Relationships and Transactions of Related Persons” and “Corporate Governance” section of our 2026 Proxy Statement. Item 14. Principal Accounting Fees and Services. This information is incorporated by reference to the “Audit Fees and Other Fees” section of our 2026 Proxy Statement. PART IV Item 15. Exhibits, Financial Statement Schedules. List of documents filed as part of this Report: (1) Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) included herein: See Index on page F-1. (2) Financial Statement Schedule: See S-1. (3) All other schedules are omitted as they are inapplicable or the required information is furnished in the Company’s Consolidated Financial Statements or the Notes thereto. (4) List of Exhibits: Exhibit Number Document 2.1 Transaction Agreement dated as of July 8, 2015 among The Procter & Gamble Company, Coty Inc., Galleria Co. and Green Acquisition Sub Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Annual Report on Form 10-K filed on August 17, 2015).* 2.2 Repurchase Letter Agreement dated August 13, 2015 among The Procter & Gamble Company, Coty Inc., Galleria Co. and Green Acquisition Sub Inc. (incorporated by reference to Exhibit 2.3 to the Company’s Annual Report on Form 10-K filed on August 17, 2015). 2.3 Letter Agreement, dated February 19, 2016, by and among The Procter & Gamble Company, the registrant, Galleria Co. and Green Acquisition Sub Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2016). 2.4 Third Amendment to Transaction Agreement, dated May 25, 2016, by and among The Procter & Gamble Company, Coty Inc., Galleria Co. and Green Acquisition Sub Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 27, 2016). 2.5 Fourth Amendment to Transaction Agreement, dated August 25, 2016, by and among The Procter & Gamble Company, Coty Inc., Galleria Co. and Green Acquisition Sub Inc. (incorporated by reference to Exhibit 2.5 to Amendment No. 4 to the Company’s Registration Statement on Form S-4, filed on August 25, 2016).* 67 2.6 Side Letter, dated September 13, 2016, between Coty Inc. and The Procter & Gamble Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2016). 2.7 Assignment and Transfer Agreement, dated as of November 2, 2015, by and between JAB Cosmetics B.V. and Coty Inc., including as an exhibit thereto that certain Shares and Trademarks Sale and Purchase Agreement, dated as of November 2, 2015, by and among JAB Cosmetics B.V., Hypermarcas S.A., Cosmed Indústria de Cosméticos e Medicamentos S.A., and as intervening and consenting parties, Novita Distribuição, Armazenamento e Transportes S.A., and Savoy Indústria de Cosméticos S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2015). 2.8 Tax Matters Agreement, effective as of October 1, 2016, by and among Coty Inc., The Procter & Gamble Company, Galleria Co. and Green Acquisition Sub Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2016). 2.9 Purchase Agreement, dated as of November 18, 2019, by and among King Kylie Holdings, LLC, KMJ 2018 Irrevocable Trust, Kylie Jenner Inc., King Kylie, LLC, Coty Inc. 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). 2.10 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) . 3.1 Amended and Restated Certificate of Incorporation of Coty Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 5 of the Company’s Registration Statement on Form S-1 (File No. 333-182420) filed on May 14, 2013) 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Coty Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 3, 2016). 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Coty Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 25, 2020). 3.4 Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-182420) filed on April 24, 2013). 4.1 Specimen Class A Common Stock Certificate of the registrant (incorporated by reference to Exhibit 4.1 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 (File No. 333-182420) filed on May 28, 2013) 4.2 Certificate of Designations of Preferred Stock, Series A, dated April 17, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 20, 2015). 4.3 Certificate of Designations of Preferred Stock, Series B, dated May 26, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 26, 2020). 4.4 Amended and Restated Stockholders Agreement, dated as of June 16, 2023, by and among Coty Inc., JAB Holdings B.V. and JAB Beauty B.V. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 16, 2023). 4.5 Description of Securities. 4.6 Indenture, dated as of November 30, 2021, among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S. 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 November 30 , 2021). 4.7 Form of 4.750% Senior Secured Notes due 2029 (included in Exhibit 4.6) 4.8 Joinder Agreement No. 2, dated as of November 30, 2021 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. (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on November 30, 2021). 4.9 Pledge and Security Agreement, dated as of November 30, 2021, by and among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S. 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 November 30, 2021). 68 4.10 Indenture, dated as of July 26, 2023, among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S. 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). 4.11 Form of 6.625% Senior Secured Notes due 2030 (included in Exhibit 4.10). 4.12 Joinder Agreement No. 3, dated as of July 26, 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 and 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 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 26, 2023). 4.13 Pledge and Security Agreement, dated as of July 26, 2023, by and among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S. 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). 4.14 Indenture, dated as of May 30, 2024, 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 May 30, 2024). 4.15 Form of 4.500% Senior Secured Notes due 2027 (included in Exhibit 4.14). 4.16 Joinder Agreement No. 5, dated as of May 30, 2024 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, as amended or modified as of the date hereof (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 30, 2024). 4.17 Pledge and Security Agreement, dated as of May 30, 2024, by and among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S. 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 May 30, 2024). 4.18 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). 4.19 Form of 5.600% Senior Notes due 2031 (included in Exhibit 4.18) 10.1 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). 10.2 Pledge and Security Agreement, dated as of October 27, 2015, by and among Coty Inc., its subsidiaries signatory thereto and any other subsidiary who may become a party thereto and JPMorgan Chase Bank, N.A, as collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 30, 2015). 10.3 Credit Agreement, dated January 26, 2016, among Galleria Co., as initial borrower, the other borrowers from time to time party thereto, J.P. Morgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents and lenders party thereto (incorporated by reference to Exhibit 10.4 of Galleria Co.’s Registration Statement on Form S-4 filed on April 22, 2016). 10.4 Guaranty Agreement, dated as of October 27, 2015, by and among Coty Inc., its subsidiaries signatory thereto and any other subsidiary who may become a party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 30, 2015). 69 10.5 Incremental Assumption Agreement and Amendment No. 1, dated April 8, 2016 to the Credit Agreement, by and among Coty Inc., Coty B.V., certain subsidiaries of Coty Inc. party thereto, the incremental lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 14, 2016). 10.6 Incremental Assumption Agreement and Refinancing Amendment to Credit Agreement, dated as of October 28, 2016, among Coty Inc., Coty B.V., the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 28, 2016). 10.7 Incremental Facility Activation Notice, dated as of October 28, 2016, among Coty Inc., each incremental term A lender and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 28, 2016). 10.8 Amended and Restated Credit Agreement, dated as of April 5, 2018, by and among Coty Inc., Coty B.V., the other borrowers party thereto from time to time, the lenders and other parties from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018). 10.9 Amendment No. 1, dated June 27, 2019, to the Amended and Restated Credit Agreement, dated April 5, 2018, by and among Coty Inc., Coty B.V., the other borrowers party thereto from time to time, the lenders and other parties from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2019). 10.10 Amendment No. 2, dated April 29, 2020, to the Amended and Restated Credit Agreement, dated April 5, 2018, by and among Coty Inc., Coty B.V., the other borrowers party thereto from time to time, the lenders and other parties from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on April 30, 2020). 10.11 Amendment No. 3 to Credit Agreement (Incremental Assumption Agreement), dated as of June 4, 2021, by and among Coty Inc., Coty B.V., the other loan parties party thereto, the incremental revolving lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2021). 10.12 Refinancing Amendment, dated as of November 30, 2021, 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 4.5 to the Company's Current Report on Form 8-K filed on November 30, 2021) 10.13 Amendment No. 5 to Amended and Restated Credit Agreement, dated March 7, 2023, by and among Coty Inc., Coty B.V., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2023). 10.14 Amendment No. 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) 10.15 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). 10.16 Secondment Agreement, dated as of December 16, 2025, between JAB Partners UK Ltd. and Coty Management BV.† 10.17 Employment Agreement, dated January 27, 2020, between Coty Management B.V. and Kristin Blazewicz (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2020).† 10.18 Offer Letter dated as of September 29, 2023, between Coty Inc. and Kristin Blazewicz (Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2023).† 10.19 Offer Letter dated June 27, 2024, between Coty Inc. and Kristin Blazewicz (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on August 20, 2024).† 10.20 Offer Letter, dated as of April 1, 2016, between Ayesha Zafar and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2016).† 70 10.21 Employment Agreement, dated May 7, 2020, between Coty International B.V. and Laurent Mercier (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on February 9, 2021).† 10.22 Offer Letter, dated October 21, 2019, between Coty International B.V. and Laurent Mercier (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on February 9, 2021).† 10.23 Offer Letter, dated December 5, 2020, Coty International B.V. and Laurent Mercier (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on February 9, 2021).† 10.24 Offer Letter dated as of November 26, 2021 between Coty Management B.V. and Laurent Mercier (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 8, 2022).† 10.25 Offer Letter dated as of June 14, 2022 between Coty Management B.V. and Laurent Mercier (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on August 25, 2022).† 10.26 Offer Letter dated as of June 8, 2023, between Coty Management B.V. and Laurent Mercier (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on August 20, 2024).† 10.27 Offer Letter dated as of September 28, 2023, between Coty Management B.V. and Laurent Mercier. (Incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2023).† 10.28 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).† 10.29 Employment Agreement, dated December 21, 2020, between Coty Italia S.r.l. and Anna von Bayern (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2021).† 10.30 Employment Agreement, dated January 1, 2021, between Coty Italia S.r.l. and Anna von Bayern (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2021).† 10.31 Offer Letter dated as of September 28, 2023, between Coty Italia and Anna von Bayern (Incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2023).† 10.32 Employment Agreement, dated October 13, 2020, between Coty Inc. 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).† 10.33 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).† 10.34 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).† 10.35 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).† 10.36 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).† 10.37 Form of Indemnification Agreement between the registrant and its directors and officers (incorporated by reference to Exhibit 10.24 to Amendment No. 4 to the Company’s Registration Statement on Form S-1(File No. 333-182420) filed on April 24, 2013). 10.38 Amended and Restated Annual Performance Plan, as of February 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2017).† 10.39 Form of Restricted Stock Unit Award under Coty Inc. 2007 Stock Plan for Directors, as amended on April 8, 2013 (incorporated by reference to Exhibit 10.41 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-182420) filed on April 24, 2013).† 10.40 Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan, as amended and restated on November 3, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-Q filed on November 6, 2020).† 71 10.41 Restricted Stock Unit Award Terms and Conditions Under Coty Inc. Equity and Long-Term Incentive Plan, as amended and restated on April 8, 2013 (incorporated by reference to Exhibit 10.44 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-182420) filed on April 24, 2013).† 10.42 Restricted Stock and Restricted Stock Unit Tandem Award Terms and Conditions under the Coty Inc. Equity and Long-Term Incentive Plan, as amended and restated on April 8, 2013 (incorporated by reference to Exhibit 10.45 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-182420) filed on April 14, 2013).† 10.43 Form of Subscription Agreement for Series A Preferred Stock (incorporated by reference to Exhibit 10.55 to the Company’s Annual Report on Form 10-K filed on August 17, 2015).† 10.44 Amended and Restated Coty Inc. Stock Plan for Directors, as adopted November 3, 2020. (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed on August 26, 2021) † 10.45 Form of Phantom Unit Award Terms and Conditions (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2014).† 10.46 Form of Restricted Stock Award Agreement under the Amended and Restated Coty Inc. Equity and Long Term-Incentive Plan (incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed on August 27, 2020) † 10.47 Form of Restricted Stock Unit Terms and Conditions, as adopted on December 17, 2020, under the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan. (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K filed on August 26, 2021) † 19.1 Coty Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on August 20, 2024). 21.1 List of significant subsidiaries. 23.1 Consent of Deloitte & Touche LLP. 24.1 Power of Attorney (included in signature page). 31.1 Certification of Chief Executive Officer, pursuant to Rules 13a-14a and 15d-14(a) 31.2 Certification of Chief Financial Officer, pursuant to Rules 13a-14(d) and 15d-14(d) 32.1 Certification of Chief Executive Officer, pursuant to 18 U.S. C. Section 1350 32.2 Certification of Chief Financial Officer, pursuant to 18 U.S. C. Section 1350 97.1 Coty Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on August 20, 2024) 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). * Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementary to the Securities and Exchange Commission a copy of any omitted schedule or similar attachment upon request. † Exhibit is a management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary . None. 72 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York on August 20, 2026. COTY INC. By: /s/ Laurent Mercier Name: Laurent Mercier Title: Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kristin Blazewicz, as their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming that all said attorney-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/Markus Strobel Executive Chairman and Interim Chief Executive Officer (Principal Executive Officer) August 20, 2026 (Markus Strobel) /s/Laurent Mercier Chief Financial Officer (Principal Financial Officer) August 20, 2026 (Laurent Mercier) /s/Ayesha Zafar Senior Vice President, Group Controller (Principal Accounting Officer) August 20, 2026 (Ayesha Zafar) /s/Frank Engelen Director August 20, 2026 (Frank Engelen) /s/Joachim Creus Director August 20, 2026 (Joachim Creus) /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 (Alia Gogi) /s/Robert Kunze-Concewitz Director August 20, 2026 (Robert Kunze-Concewitz) /s/Carla Liuni Director August 20, 2026 Carla Liuni) /s/Stephanie Plaines Director August 20, 2026 (Stephanie Plaines) 73 MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Coty’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) of the Securities Exchange Act of 1934) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America ("GAAP"). Coty’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Coty’s management evaluated the effectiveness of internal control over financial reporting as of June 30, 2026 based on the criteria established in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the evaluation, management has concluded that Coty maintained effective internal control over financial reporting as of June 30, 2026. 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/Markus Strobel /s/Laurent Mercier Markus Strobel Laurent Mercier Interim Chief Executive Officer Chief Financial Officer August 20, 2026 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Coty Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Coty Inc. and subsidiaries (the “Company”) as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended June 30, 2026, of the Company and our report dated August 20, 2026, expressed an unqualified opinion on those financial statements and financial statement schedule. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP New York, New York August 20, 2026 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Coty Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Coty Inc. and subsidiaries (the "Company") as of June 30, 2026 and 2025, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows, for each of the three years in the period ended June 30, 2026, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 20, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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; and ◦ 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 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. The trademarks’ fair values are based upon the income approach, primarily utilizing the relief from royalty methodology. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the trademark. An impairment loss is recognized when the estimated fair value of the trademark is less than the carrying value. Fair value calculations require significant judgments in determining both the trademarks’ estimated cash flows as well as the appropriate discount rates applied to those cash flows to determine fair value. Variations in economic conditions or a change in general consumer demand, operating results estimates, or the application of alternative assumptions could produce significantly different results. During fiscal 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 Our audit procedures related to the forecasted revenue growth rates and the selection of the discount rates for the CoverGirl and Sally Hansen trademarks included the following, among others: • We tested the effectiveness of controls over trademarks, including those over the forecasted revenue growth rates and the selection of the discount rates. • We evaluated management’s ability to accurately forecast revenue growth rates by comparing actual results to management’s historical forecasts. • We evaluated the reasonableness of management’s forecasted revenue growth rates by comparing management’s forecasts with: ◦ Historical cash flows and trends; ◦ Internal communications to management and the Board of Directors; and ◦ 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 approach and discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing independent estimates and comparing those to the respective discount rates selected by management. /s/ Deloitte & Touche LLP New York, New York August 20, 2026 We have served as the Company’s auditor since 1995. COTY INC. & SUBSIDIARIES INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Consolidated Statements of Operations F- 1 Consolidated Statements of Comprehensive Income (Loss) F- 1 Consolidated Balance Sheets F- 3 Consolidated Statements of Equity F-4 Consolidated Statements of Cash Flows F- 7 Notes to Consolidated Financial Statements F- 9 Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts S- 1 COTY INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data ) Year Ended June 30, 2026 2025 2024 Net revenues $ 5,806.6 $ 5,892.9 $ 6,118.0 Cost of sales 2,154.6 2,072.0 2,178.8 Gross profit 3,652.0 3,820.9 3,939.2 Selling, general and administrative expenses 3,107.9 3,103.4 3,162.4 Amortization expense 262.0 186.9 193.4 Restructuring costs 0.8 76.7 36.7 Asset impairment charges 362.8 212.8 — Operating (loss) income ( 81.5 ) 241.1 546.7 Interest expense, net 155.2 214.2 252.0 Other expense, net 373.5 371.7 90.2 (Loss) income before income taxes ( 610.2 ) ( 344.8 ) 204.5 (Benefit) provision for income taxes ( 20.0 ) 5.4 95.1 Net (loss) income ( 590.2 ) ( 350.2 ) 109.4 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 Net (loss) income attributable to Coty Inc. $ ( 604.8 ) $ ( 367.9 ) $ 89.4 Amounts attributable to Coty Inc. Net (loss) income $ ( 604.8 ) $ ( 367.9 ) $ 89.4 Convertible Series B Preferred Stock dividends ( 13.2 ) ( 13.2 ) ( 13.2 ) Net (loss) income attributable to common stockholders $ ( 618.0 ) $ ( 381.1 ) $ 76.2 Earnings (losses) per common share (Losses) earnings per common share - basic $ ( 0.70 ) $ ( 0.44 ) $ 0.09 (Losses) earnings per common share - diluted $ ( 0.70 ) $ ( 0.44 ) $ 0.09 Weighted-average common shares outstanding: Basic 877.4 870.9 874.4 Diluted 877.4 870.9 883.4 See notes to Consolidated Financial Statements. F-1 COTY INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In millions) Year Ended June 30, 2026 2025 2024 Net (loss) income $ ( 590.2 ) $ ( 350.2 ) $ 109.4 Other comprehensive income (loss): Foreign currency translation adjustment 1.0 58.6 ( 128.3 ) 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 Pension and other post-employment benefits, net of taxes of $( 0.5 ), $( 3.8 ) and $ 2.7 , respectively 10.7 6.4 ( 5.8 ) Total other comprehensive income (loss), net of tax 12.5 61.8 ( 132.7 ) 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 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 Foreign currency translation adjustment ( 0.1 ) 0.2 — Total comprehensive income attributable to redeemable noncontrolling interests 7.0 12.6 14.7 Comprehensive loss attributable to Coty Inc. $ ( 591.7 ) $ ( 306.2 ) $ ( 43.3 ) See notes to Consolidated Financial Statements. F-2 COTY INC. & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In millions, except per share data ) June 30, 2026 June 30, 2025 ASSETS Current assets: Cash and cash equivalents $ 176.1 $ 257.1 Restricted cash 12.8 13.3 Trade receivables— less allowances of $ 32.6 and $ 29.0 , respectively 525.8 526.4 Inventories 838.7 794.5 Prepaid expenses and other current assets 364.3 362.0 Total current assets 1,917.7 1,953.3 Property and equipment, net 650.0 709.2 Goodwill 3,809.7 4,062.2 Other intangible assets, net 2,775.6 3,214.8 Equity investments — 1,002.0 Operating lease right-of-use assets 226.9 265.7 Deferred income taxes 637.9 561.6 Other noncurrent assets 182.6 138.9 TOTAL ASSETS $ 10,200.4 $ 11,907.7 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 1,875.0 $ 1,890.0 Short-term debt and current portion of long-term debt 14.4 3.5 Current operating lease liabilities 65.2 64.4 Income and other taxes payable 119.8 66.8 Other current liabilities 466.1 513.6 Total current liabilities 2,540.5 2,538.3 Long-term operating lease liabilities 182.9 221.8 Long-term debt, net 3,033.4 3,955.5 Pension and other post-employment benefits 254.3 283.8 Deferred income taxes 384.6 467.6 Other noncurrent liabilities 425.6 485.1 TOTAL LIABILITIES 6,821.3 7,952.1 COMMITMENTS AND CONTINGENCIES (Note 23) CONVERTIBLE SERIES B PREFERRED STOCK, $ 0.01 par value; 1.0 shares authorized; 0.1 issued and outstanding, at June 30, 2026 and 2025, respectively 142.4 142.4 REDEEMABLE NONCONTROLLING INTERESTS 74.7 94.2 EQUITY: Preferred stock, $ 0.01 par value; 20.0 shares authorized; 1.0 issued and outstanding, at June 30, 2026 and 2025, respectively — — Class A Common Stock, $ 0.01 par value; 1,250.0 shares authorized, 974.3 and 966.5 issued and 880.5 and 872.3 outstanding at June 30, 2026 and 2025, respectively 9.7 9.6 Additional paid-in capital 11,366.9 11,329.8 Accumulated deficit ( 5,878.2 ) ( 5,266.4 ) Accumulated other comprehensive loss ( 720.3 ) ( 733.4 ) Treasury stock— at cost, shares: 93.8 and 94.3 at June 30, 2026 and 2025, respectively ( 1,788.4 ) ( 1,796.9 ) Total Coty Inc. stockholders’ equity 2,989.7 3,542.7 Noncontrolling interests 172.3 176.3 Total equity 3,162.0 3,719.0 TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY $ 10,200.4 $ 11,907.7 See notes to Consolidated Financial Statements. F-3 COTY INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (In millions) Preferred Stock Class A Common Stock Additional Paid-in (Accumulated Accumulated Other Comprehensive Treasury Stock Total Coty Inc. Stockholders’ Noncontrolling Total Redeemable Noncontrolling Convertible Series B Shares Amount Shares Amount Capital Deficit) (Loss) Income Shares Amount Equity Interests Equity Interests Preferred Stock 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 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 Shares withheld for employee taxes ( 21.0 ) ( 21.0 ) ( 21.0 ) Share-based compensation expense 88.5 88.5 88.5 Equity Investment contribution for share-based compensation 2.1 2.1 2.1 Changes in dividends accrued — — — Repurchase of Class A Common Stock pursuant to forward repurchase contracts 27.0 ( 350.6 ) ( 350.6 ) ( 350.6 ) Dividends Accrued - Convertible Series B Preferred Stock ( 13.2 ) ( 13.2 ) ( 13.2 ) 13.2 Dividends Paid- Convertible Series B Preferred Stock — — — ( 13.2 ) Net income 89.4 89.4 5.3 94.7 14.7 Other comprehensive loss ( 132.7 ) ( 132.7 ) — ( 132.7 ) — Distributions to noncontrolling interests, net — ( 7.0 ) ( 7.0 ) ( 17.0 ) Adjustment of redeemable noncontrolling interests to redemption value ( 2.4 ) ( 2.4 ) ( 2.4 ) 2.4 BALANCE—June 30, 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 See notes to Consolidated Financial Statements. F-4 COTY INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (In millions) Preferred Stock Class A Common Stock Additional Paid-in (Accumulated Accumulated Other Comprehensive Treasury Stock Total Coty Inc. Stockholders’ Noncontrolling Total Redeemable Noncontrolling Convertible Series B Shares Amount Shares Amount Capital Deficit) (Loss) Income Shares Amount Equity Interests Equity Interests Preferred Stock 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 Exercise of employee stock options and restricted stock units and issuance of restricted stock 4.4 — — — — Shares withheld for employee taxes ( 13.5 ) ( 13.5 ) ( 13.5 ) Share-based compensation expense 49.9 49.9 49.9 Equity Investment contribution for share-based compensation 0.6 0.6 0.6 Changes in dividends accrued — — — Repurchase of Class A Common Stock pursuant to forward repurchase contracts — — 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 (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 ) Adjustment of redeemable noncontrolling interests to redemption value ( 2.0 ) ( 2.0 ) ( 2.0 ) 2.0 BALANCE—June 30, 2025 1.0 $ — 966.5 $ 9.6 $ 11,329.8 $ ( 5,266.4 ) $ ( 733.4 ) 94.3 $ ( 1,796.9 ) $ 3,542.7 $ 176.3 $ 3,719.0 $ 94.2 $ 142.4 See notes to Consolidated Financial Statements. F-5 COTY INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (In millions) Preferred Stock Class A Common Stock Additional Paid-in (Accumulated Accumulated Other Comprehensive Treasury Stock Total Coty Inc. Stockholders’ Noncontrolling Total Redeemable Noncontrolling Convertible Series B Shares Amount Shares Amount Capital Deficit) (Loss) Income Shares Amount Equity Interests Equity Interests Preferred Stock BALANCE—July 1, 2025 1.0 — 966.5 $ 9.6 $ 11,329.8 $ ( 5,266.4 ) $ ( 733.4 ) 94.3 $ ( 1,796.9 ) $ 3,542.7 $ 176.3 $ 3,719.0 $ 94.2 $ 142.4 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 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 (loss) income ( 604.8 ) ( 604.8 ) 7.5 ( 597.3 ) 7.1 Other comprehensive income 13.1 13.1 ( 0.5 ) 12.6 ( 0.1 ) Distributions to noncontrolling interests, net — ( 11.0 ) ( 11.0 ) ( 11.9 ) Adjustment of redeemable noncontrolling interests to redemption value 14.6 14.6 14.6 ( 14.6 ) BALANCE—June 30, 2026 1.0 $ — 974.3 $ 9.7 $ 11,366.9 $ ( 5,878.2 ) $ ( 720.3 ) 93.8 $ ( 1,788.4 ) $ 2,989.7 $ 172.3 $ 3,162.0 $ 74.7 $ 142.4 See notes to Consolidated Financial Statements. F-6 COTY INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended June 30, 2026 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ ( 590.2 ) $ ( 350.2 ) $ 109.4 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 482.2 420.0 421.1 Non-cash lease expense 62.8 62.3 61.6 Goodwill and intangible asset impairment charges 362.8 212.8 — Deferred income taxes ( 154.9 ) ( 87.5 ) ( 9.8 ) 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 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 on forward repurchase contracts, net 117.3 255.2 76.3 Other 67.6 39.7 46.5 Change in operating assets and liabilities: Trade receivables ( 5.4 ) ( 81.1 ) ( 104.5 ) Inventories ( 50.5 ) 4.8 67.2 Prepaid expenses and other current assets 21.2 64.1 ( 11.0 ) Accounts payable and accrued expenses 13.6 ( 167.9 ) ( 49.1 ) Other current liabilities 41.9 ( 61.7 ) 64.1 Operating lease liabilities ( 59.6 ) ( 57.4 ) ( 58.4 ) Income and other taxes payable 31.1 ( 38.5 ) ( 77.3 ) Other noncurrent assets 2.7 ( 38.2 ) ( 4.3 ) Other noncurrent liabilities ( 68.3 ) 63.1 ( 14.3 ) Net cash provided by operating activities 537.8 492.6 614.6 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 189.6 ) ( 215.0 ) ( 245.2 ) Proceeds from contingent consideration, license agreements, and sale of other long-lived assets, net 9.3 12.6 19.0 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 Repayments of revolving loan facilities ( 2,096.8 ) ( 2,122.6 ) ( 2,673.7 ) Proceeds from issuance of other long term debt 899.2 — 1,824.1 Repayments of term loans and other long term debt ( 1,760.4 ) ( 490.6 ) ( 1,936.5 ) Net proceeds from issuance of Class A Common Stock — — 355.9 Dividend payments on Common Stock and Convertible Series B Preferred Stock ( 13.2 ) ( 13.3 ) ( 13.4 ) 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 ) Payments related to forward repurchase contracts and settlement, including hedge valuation adjustment ( 210.1 ) ( 288.4 ) ( 242.6 ) F-7 Refunds related to hedge valuation adjustment — 61.8 — Payments of deferred financing fees and premium on bond extinguishment ( 31.6 ) ( 2.0 ) ( 47.1 ) All other ( 12.4 ) ( 18.3 ) ( 30.7 ) Net cash used in financing activities ( 1,161.2 ) ( 426.8 ) ( 336.7 ) EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 2.9 12.4 ( 14.9 ) NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 81.5 ) ( 50.2 ) 36.8 CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period 270.4 320.6 283.8 CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period $ 188.9 $ 270.4 $ 320.6 SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Cash paid during the year for interest $ 174.9 $ 218.9 $ 205.7 Cash paid during the year for income taxes, net of refunds received 101.7 95.4 172.6 SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES: Accrued capital expenditure additions $ 74.6 $ 86.2 $ 108.0 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. F-8 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 1. DESCRIPTION OF BUSINESS Coty Inc. and its subsidiaries (collectively, the “Company” or “Coty”) manufacture, market, sell and distribute branded beauty products, including fragrances, color cosmetics and skin & body related products throughout the world. Coty is a global beauty company with a rich entrepreneurial history and an iconic portfolio of brands. The Company operates on a fiscal year basis with a year-end of June 30. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year. For example, references to “fiscal 2026” refer to the fiscal year ended June 30, 2026. When used in this Annual Report on Form 10-K, the term “includes” and “including” means, unless the context otherwise indicates, including without limitation. The Company’s sales generally increase during the second fiscal quarter as a result of increased demand associated with the winter holiday season. Financial performance, working capital requirements, sales, cash flows and borrowings generally experience variability during the three to six months preceding the holiday season. Product innovations, new product launches and the size and timing of orders from the Company’s customers may also result in variability. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying financial statements of the Company are presented on a consolidated basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. The Company also consolidates majority-owned entities in the United States of America, United Arab Emirates, Kingdom of Saudi Arabia, and South Korea where the Company has the ability to exercise control. Ownership interests of noncontrolling parties are presented as noncontrolling interests or redeemable noncontrolling interests, as applicable. 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 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. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates and assumptions, including those resulting from continuing changes in the economic environment, will be reflected in the Consolidated Financial Statements in future periods. Cash Equivalents Cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. Restricted Cash Restricted cash represents funds that are not readily available for general purpose cash needs due to contractual limitations. Restricted cash is classified as a current or long-term asset based on the timing and nature of when or how the cash is expected to be used or when the restrictions are expected to lapse. 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, 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. F-9 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Trade Receivables Trade receivables are stated net of the allowance for doubtful accounts and cash discounts, which is based on the evaluation of the accounts receivable aging, specific exposures, and historical trends. We make estimates of expected credit and collectibility trends for the allowance for doubtful accounts based upon our assessment of historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. Trade receivables are written off on a case-by-case basis, net of any amounts that may be collected. Inventories Inventories include items which are considered salable or usable in future periods, and are stated at the lower of cost or net realizable value, with cost being based on standard cost which approximates actual cost on a first-in, first-out basis. Costs include direct materials, direct labor and overhead (e.g., indirect labor, rent and utilities, depreciation, purchasing, receiving, inspection and quality control) and in-bound freight costs. The Company classifies inventories into various categories based upon their stage in the product life cycle, future marketing sales plans and the disposition process. The Company also records an inventory obsolescence reserve, which represents the excess of the cost of the inventory over its net realizable value, based on product sales projections. This reserve is calculated using an estimated obsolescence percentage applied to the inventory based on age, historical trends, and requirements to support forecasted sales. In addition, and as necessary, the Company may establish specific reserves for future known or anticipated events. Property and Equipment and Other Long-lived Assets Property and equipment is stated at cost less accumulated depreciation or amortization. The cost of renewals and betterments is capitalized and depreciated. Expenditures for maintenance and repairs are expensed as incurred. Property and equipment that is disposed of through sale, trade-in, donation, or scrapping is written off, and any gain or loss on the transaction, net of costs to dispose, is recorded in Selling, general and administrative expense. Depreciation and amortization are computed principally using the straight-line method over the following estimated useful lives: Description Estimated Useful Lives Buildings 20 - 40 years Marketing furniture and fixtures 3 - 5 years Machinery and equipment 2 - 15 years Computer equipment and software 2 - 5 years Property and equipment under finance leases and leasehold improvements Lesser of lease term or economic life Intangible assets with finite lives are amortized principally using the straight-line method over the following estimated useful lives: Description Estimated Useful Lives License agreements 2 - 34 years Customer relationships 2 - 28 years Trademarks 2 - 30 years Product formulations and technology 2 - 28 years Long-lived assets, including tangible and intangible assets with finite lives, are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When such events or changes in circumstances occur, a recoverability test is performed comparing projected undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying value. If the projected undiscounted cash flows are less than the carrying value, an impairment charge would be recorded for the excess of the carrying value over the fair value. The Company estimates fair value based on the best information available, including discounted cash flows and/or the use of third-party valuations. Goodwill and Other Indefinite-lived Intangible Assets Goodwill is calculated as the excess of the cost of purchased businesses over the fair value of their underlying net assets. Goodwill is allocated and evaluated at the reporting unit level, which are the Company’s operating segments. The Company allocates goodwill to one or more reporting units that are expected to benefit from synergies of the business combination. 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 F-10 COTY INC. & 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. Quantitative impairment testing for goodwill is based upon the fair value of a reporting unit as compared to its carrying value. The Company makes certain judgments and assumptions in allocating assets and liabilities to determine carrying values for its reporting units. 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. Under the market approach, when applicable, information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units is utilized to create valuation multiples that are applied to the operating performance of the reporting units being tested, to value the reporting unit. The impairment loss recognized would be the difference between a reporting unit’s carrying value and fair value in an amount not to exceed the carrying value of the reporting unit’s goodwill. Indefinite-lived other intangible assets principally consist of trademarks. 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, 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. An impairment loss is recognized when the estimated fair value of the intangible asset is less than its carrying value. Leases All of the Company’s material leases are operating leases. These are primarily for real estate properties, including corporate offices, retail stores and facilities to support the Company's manufacturing, research and development and distribution operations. For any new or modified lease, the Company, at the inception of the contract, determines whether a contract is or contains a lease. The Company records right-of-use ("ROU") assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. Variable lease payments are not included in the measurement of ROU assets and lease liabilities. As the rate implicit in the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less. As an accounting policy election for all asset classes, the Company elected the practical expedient related to lease and non-lease components, which allows a lessee to not separate non-lease from lease components and instead account for consideration paid in a contract as a single lease component. Deferred Financing Fees The Company capitalizes costs related to the issuance of debt instruments, as applicable. Such costs are amortized over the contractual term of the related debt instrument in Interest expense, net using the straight-line method, which approximates the effective interest method, in the Consolidated Statements of Operations. 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-owned subsidiaries. Noncontrolling interests that are not redeemable are reported in the equity section of the Consolidated Balance Sheets. F-11 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 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. The Company adjusts the redeemable noncontrolling interests to the higher of the redemption value or the carrying value (the acquisition date fair value adjusted for the noncontrolling interest’s share of net income (loss) and dividends) on each balance sheet date with changes recognized as an adjustment to retained earnings, or in the absence of retained earnings, as an adjustment to additional paid-in capital. Revenue Recognition Revenue is recognized at a point in time and/or over time when control of the promised goods or services is transferred to the Company’s customers, which usually occurs upon delivery. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. At contract inception, the Company assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company’s revenue contracts principally represent a performance obligation to sell its beauty products to trade customers and are satisfied when control of promised goods and services is transferred to the customers. Net revenues comprise gross revenues less customer discounts and allowances, actual and expected returns (estimated based on an analysis of historical experience and position in product life cycle) and various trade spending activities. Trade spending activities represent variable consideration promised to the customer and primarily relate to advertising, product promotions and demonstrations, some of which involve cooperative relationships with customers. The costs of trade spend activities are estimated considering all reasonably available information, including contract terms with the customer, the Company’s historical experience and its current expectations of the scope of the activities, and is reflected in the transaction price when sales are recorded. The Company’s payment terms vary by the type and location of its customers and the products offered. 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. This accrual is a subjective critical estimate that has a direct impact on reported net revenues, and is calculated based on history of actual returns, estimated future returns and information provided by retailers regarding their inventory levels. In addition, as necessary, specific accruals may be established for significant future known or anticipated events. The types of known or anticipated events that the Company has considered, and will continue to consider, include the financial condition of the Company’s customers, store closings by retailers, changes in the retail environment, and the Company’s decision to continue to support new and existing brands. Returns represented 2 %, 2 % and 1 % of gross revenue after customer discounts and allowances in fiscal 2026, 2025 and 2024, respectively. Trade spending activities recorded as a reduction to gross revenue after customer discounts and allowances represented 11 %, 10 %, and 9 % in fiscal 2026, 2025 and 2024, respectively. The Company accounts for certain customer store fixtures as other assets. Such fixtures are amortized using the straight-line method over the period of 3 to 5 years as a reduction of revenue. Cost of Sales Cost of sales includes all of the costs to manufacture the Company’s products. For products manufactured in the Company’s own facilities, such costs include raw materials and supplies, direct labor and factory overhead. For products manufactured for the Company by third-party contractors, such costs represent the amounts invoiced by the contractors. Cost of sales also includes royalty expense associated with license agreements. Additionally, shipping costs, freight-in and depreciation and amortization expenses related to manufacturing equipment and facilities are included in Cost of sales in the Consolidated Statements of Operations. Selling, General and Administrative Expenses Selling, general and administrative expenses include advertising and promotional costs and research and development costs. 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. 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. Included in advertising and promotional costs are $ 111.6 , $ 115.7 , and $ 113.6 of depreciation of marketing furniture and fixtures, such as product displays, in fiscal 2026, 2025 and 2024, respectively. Research and development costs are expensed as incurred and totaled $ 121.2 , $ 123.0 and $ 126.8 in fiscal 2026, 2025 and 2024, respectively. F-12 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Share-Based Compensation Common Stock Common shares are available to be awarded for the exercise of phantom units, vested stock options, the settlement of restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”), and the conversion of Series A Preferred Stock. The Company accounts for its share-based compensation plans for Common Stock as equity awards, aside from phantom units. For those awards treated as equity, share-based compensation expense is measured and fixed at the grant date based on the estimated fair value of the award and is recognized on a straight-line basis, net of estimated forfeitures, over the employee’s requisite service period and, for PRSUs, when it is probable that the performance condition will be achieved. For PRSUs, in a period we determine it is no longer probable that we will achieve certain performance measures for the awards, we reverse the stock-based compensation expense that we had previously recognized and associated with the portion of PRSUs that are no longer expected to vest. The amount of the expense ultimately recognized depends on the number of awards that actually vest. Accordingly, stock-based compensation expense may vary from period to period. The Company accounts for its phantom units as a liability award. 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 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. Treasury Stock The Company accounts for treasury stock under the cost method. When shares are reissued or retired from treasury stock they are accounted for at an average price. When treasury stock is re-issued at a price higher than its cost, the difference is recorded as a component of Additional paid-in-capital in the Company’s Consolidated Balance Sheets. When treasury stock is re-issued at a price lower than its cost, the difference is recorded as a reduction of Additional paid-in-capital to the extent that there are treasury stock gains to offset the losses. If there are no treasury stock gains in Additional paid-in-capital, the losses upon re-issuance of treasury stock are recorded as a reduction of Retained earnings in the Company’s Consolidated Balance Sheets. Income Taxes The Company is subject to income taxes in the U.S. and various foreign jurisdictions. The Company accounts for income taxes under the asset and liability method. Therefore, income tax expense is based on reported (Loss) income before income taxes, and deferred income taxes reflect the effect of temporary differences between the carrying amounts of assets and liabilities that are recognized for financial reporting purposes and the carrying amounts that are recognized for income tax purposes. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized based on currently available evidence. The Company considers how to recognize, measure, present and disclose in financial statements uncertain tax positions taken or expected to be taken on a tax return. The Company is subject to tax audits in various jurisdictions. The Company regularly assesses the likely outcomes of such audits in order to determine the appropriateness of liabilities for unrecognized tax benefits (“UTBs”). The Company classifies interest and penalties related to UTBs as a component of the provision for income taxes. For UTBs, the Company first determines whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. 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. As a result of the 2017 Tax Act changing the U.S. to a modified territorial tax system, the Company no longer asserts that any of its undistributed foreign earnings are permanently reinvested. 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 F-13 COTY INC. & 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. The Tax Act requires a U.S. shareholder of a foreign corporation to include in income its global intangible low-taxed income (“GILTI”). In general, GILTI is described as the excess of a U.S. shareholder’s total net foreign income over a deemed return on tangible assets. An entity may choose to recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or an entity can elect to treat GILTI as a period cost and include it in the tax expense of the year it is incurred. 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. Restructuring Costs Charges incurred in connection with plans to restructure and integrate acquired businesses or in connection with cost-reduction initiatives that are initiated from time to time are included in Restructuring costs in the Consolidated Statements of Operations if such costs are directly associated with an exit or disposal activity, a reorganization, or with integrating an acquired business. These costs can include employee separations, contract and lease terminations, and other direct exit costs. Employee severance and other termination benefits are primarily determined based on established benefit arrangements, local statutory requirements or historical practices. The Company recognizes these benefits when payment is probable and estimable. Other business realignment costs represent the incremental cost directly related to the restructuring activities which can include accelerated depreciation, professional or consulting fees and other internal costs including compensation related costs for dedicated internal resources. Other business realignment costs are generally recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations. Fair Value Measurements The following fair value hierarchy is used in selecting inputs for those assets and liabilities measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The Company evaluates these inputs and recognizes transfers between levels, if any, at the end of each reporting period. The hierarchy consists of three levels: Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities; Level 2 - Valuation based on inputs other than Level 1 inputs that are observable for the assets or liabilities either directly or indirectly; 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. Derivative Instruments and Hedging Activities All derivatives are recognized as assets or liabilities and measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For derivative instruments designated as cash flow hedges under FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815"), the change in fair value of the derivative is initially recorded in Accumulated other comprehensive (loss) income in the Consolidated Balance Sheets and is subsequently recognized in earnings when the hedged exposure impacts earnings. For derivative instruments that are not designated as hedges, gains (losses) from changes in fair values are recognized in Net income (loss). The Company does not enter into derivatives for trading or speculative purposes. 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 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. dollars at the rates of exchange in effect at the end of the reporting period. Income and expense items are translated at the average exchange rates prevailing during each reporting period presented. Translation gains or losses are reported as cumulative adjustments in Accumulated other comprehensive income (loss) (“AOCI/(L)”). Net gains/(losses) of $ 10.6 , $( 3.8 ) and $( 16.5 ) in fiscal 2026, 2025 and 2024, respectively, resulting from financing foreign exchange currency transactions are included in Interest expense, net in the Consolidated Statements of Operations. F-14 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Recently Adopted Accounting Pronouncements 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. F-15 COTY INC. & 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 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. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization from each relevant expense caption. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption and retrospective application are permitted, but not required. The Company plans to adopt the standard and make the additional required annual disclosures beginning in the fourth quarter of fiscal 2028 and the required interim disclosures beginning in the first quarter of fiscal 2029. 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. GAAP. 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. GAAP. 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. F-16 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 3. 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 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. Corporate costs are not used by the CODM to measure the underlying performance of the segments. With the exception of goodwill and acquired intangible assets, the Company does not identify or monitor assets by segment. The Company does not present assets by reportable segment since various assets are shared between reportable segments. The allocation of goodwill by segment is presented in Note 9—Goodwill and Other Intangible Assets, net. 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. Year Ended June 30, 2026 SEGMENT DATA Prestige Consumer Beauty Corporate Total Net revenues $ 3,805.8 $ 2,000.8 $ — $ 5,806.6 Less: (a) Cost of sales 1,162.0 986.1 6.5 2,154.6 Advertising and consumer promotion costs 1,107.5 499.6 — 1,607.1 Other segment items (b) 1,091.8 957.7 76.9 2,126.4 Operating income (loss) $ 444.5 $ ( 442.6 ) $ ( 83.4 ) $ ( 81.5 ) Reconciliation: Operating loss $ ( 81.5 ) Interest expense, net 155.2 Other expense, net 373.5 Loss before income taxes $ ( 610.2 ) Other segment disclosures: Depreciation and amortization $ 334.5 $ 147.7 $ — $ 482.2 F-17 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Year Ended June 30, 2025 SEGMENT DATA Prestige Consumer Beauty Corporate Total Net revenues $ 3,820.2 $ 2,072.7 $ — $ 5,892.9 Less: (a) Cost of sales 1,121.6 946.1 4.3 2,072.0 Advertising and consumer promotion costs 1,059.7 514.7 — 1,574.4 Other segment items (b) 1,058.3 739.3 207.8 2,005.4 Operating income (loss) $ 580.6 $ ( 127.4 ) $ ( 212.1 ) $ 241.1 Reconciliation: Operating income $ 241.1 Interest expense, net 214.2 Other expense, net 371.7 Loss before income taxes $ ( 344.8 ) Other segment disclosures: Depreciation and amortization $ 261.1 $ 154.6 $ 4.3 $ 420.0 Year Ended June 30, 2024 SEGMENT DATA Prestige Consumer Beauty Corporate Total Net revenues $ 3,857.3 $ 2,260.7 $ — $ 6,118.0 Less: (a) Cost of sales 1,170.3 1,008.5 — 2,178.8 Advertising and consumer promotion costs 1,072.8 552.7 — 1,625.5 Other segment items (b) 1,033.5 610.2 123.3 1,767.0 Operating income (loss) $ 580.7 $ 89.3 $ ( 123.3 ) $ 546.7 Reconciliation: Operating income $ 546.7 Interest expense, net 252.0 Other expense, net 90.2 Income before income taxes $ 204.5 Other segment disclosures: Depreciation and amortization $ 258.9 $ 162.2 $ — $ 421.1 (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 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. F-18 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) As of June 30, Long-lived assets: 2026 2025 U.S. $ 2,781.0 $ 3,077.5 Netherlands 2,787.7 3,220.9 Brazil 463.8 440.4 All other 1,202.8 1,247.4 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, 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 2026, 2025 and 2024. Fragrance products include a variety of perfumes and colognes offering various scents to suit individual preferences and occasions. Color Cosmetic products include lip, eye, facial and other color products including nail color. Body care and other products include shower gels, body sprays, and deodorants. Skincare products include moisturizers, serums, sun treatment, cleansers, toners and anti-aging creams designed to nourish, protect and improve the skin's appearance and health. Presented below are the net revenues associated with Company’s product categories as a percentage of total net revenues: Year Ended June 30, PRODUCT CATEGORY 2026 2025 2024 Fragrances 67.3 % 67.4 % 63.9 % Color Cosmetics 23.6 % 23.7 % 26.4 % Body Care & Other 5.3 % 5.3 % 6.1 % Skincare 3.8 % 3.6 % 3.6 % Total 100.0 % 100.0 % 100.0 % 4. RESTRUCTURING COSTS Restructuring costs for the fiscal years ended June 30, 2026, 2025 and 2024 are presented below: Year Ended June 30, 2026 2025 2024 Fixed Cost Reduction Plan $ ( 0.3 ) $ 75.0 $ — Current Restructuring Actions and Other ( 4.5 ) 1.7 36.7 Consumer Beauty Restructuring 5.6 — — Total $ 0.8 $ 76.7 $ 36.7 F-19 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) The related liability balance and activity of restructuring costs are presented below: Severance and Employee Benefits Fixed Asset Write-offs Other Exit Costs Total Program Costs Balance—July 1, 2025 $ 104.2 $ — $ 0.3 $ 104.5 Restructuring charges 34.5 — 0.1 34.6 Payments ( 34.0 ) ( 0.1 ) ( 0.5 ) ( 34.6 ) Changes in estimates ( 33.8 ) — — ( 33.8 ) Non-cash utilization — — — — Effect of exchange rates ( 1.0 ) — 0.2 ( 0.8 ) Balance—June 30, 2026 $ 69.9 $ ( 0.1 ) $ 0.1 $ 69.9 Fixed Cost Reduction Plan On April 24, 2025, the Company announced a new plan to strengthen its operating model and simplify its fixed cost structure (the “Fixed Cost Reduction Plan”). 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 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 businesses. 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. 5. TRADE RECEIVABLES—FACTORING The Company factors a portion of its trade receivables with unrelated third-party factoring companies on both a recourse and non-recourse basis. The Company accounts for trade receivable transfers as sales and derecognizes the sold receivables from the Consolidated Balance Sheets. The net amount factored under factoring facilities was $ 164.1 and $ 211.8 as of June 30, 2026 and 2025, respectively. The aggregate (gross) amount of trade receivable invoices factored on a worldwide basis amounted to $ 1,364.1 and $ 1,568.9 in fiscal 2026 and 2025, respectively. Remaining balances due from factors amounted to $ 3.9 and $ 3.8 as of June 30, 2026 and 2025, respectively, and are included in Prepaid expenses and other current assets in the Consolidated Balance Sheets. Factoring fees paid under these arrangements were $ 7.4 , $ 9.2 and $ 10.3 in fiscal 2026, 2025 and 2024, respectively, which were recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations. Cash received from the selling of receivables is presented as a change in trade receivables within the operating activities section of the Consolidated Statements of Cash Flows. U.S. Receivables Purchase Agreement On March 19, 2019, the Company entered into an Uncommitted Receivables Purchase Agreement (the “Receivables Purchase Agreement”) with a financial institution, with an aggregate facility limit of $ 150.0 . Eligible trade receivables are purchased by the financial institution for cash at net invoice value less a factoring fee. Pursuant to Receivables Purchase F-20 COTY INC. & 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. The fair value of sold receivables approximated their book value due to their short-term nature. The Company estimated that the fair value of its servicing responsibilities was not material. European Receivables Purchase Agreement In September 2019, the Company entered into a factoring agreement with a financial institution, which allows for the transfer of receivables from certain of the Company’s European subsidiaries, in exchange for cash (the “European Receivables Purchase Agreement”). The total outstanding amount permitted among such subsidiaries is € 190.4 million. Factoring of such receivables under the European Receivables Purchase Agreement is executed on a non-recourse basis. Other Factoring Agreements In addition to the Company’s main factoring facilities described above, from time to time, certain of the Company’s subsidiaries may enter into local factoring agreements with local financial institutions. Based on the terms of such arrangements the Company has derecognized receivables sold pursuant to these arrangements from the Consolidated Balance Sheets. 6. INVENTORIES Inventories as of June 30, 2026 and 2025 are presented below: June 30, 2026 June 30, 2025 Raw materials $ 209.2 $ 211.4 Work-in-process 8.2 11.2 Finished goods 621.3 571.9 Total inventories $ 838.7 $ 794.5 7. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets as of June 30, 2026 and 2025 are presented below: June 30, 2026 June 30, 2025 Prepaid marketing, copyright and agency fees $ 83.6 $ 98.4 Other 280.7 263.6 Total prepaid expenses and other current assets $ 364.3 $ 362.0 8. PROPERTY AND EQUIPMENT, NET Property and equipment, net as of June 30, 2026 and 2025 are presented below: June 30, 2026 June 30, 2025 Land, buildings and leasehold improvements $ 451.5 $ 450.9 Machinery and equipment 753.0 750.7 Marketing furniture and fixtures 595.8 605.0 Computer equipment and software 823.0 817.3 Construction in progress 56.2 76.0 Property and equipment, gross 2,679.5 2,699.9 Accumulated depreciation ( 2,029.5 ) ( 1,990.7 ) Property and equipment, net $ 650.0 $ 709.2 Depreciation expense of property and equipment totaled $ 220.2 , $ 233.1 and $ 227.7 in fiscal 2026, 2025 and 2024, respectively. Depreciation expense is recorded in Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Operations. F-21 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ 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. 9. GOODWILL AND OTHER INTANGIBLE ASSETS, NET Assessment for Impairments 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. 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. 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 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. 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. F-22 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Goodwill Goodwill as of June 30, 2026, 2025 and 2024 is presented below: Prestige Consumer Beauty Total Gross balance at June 30, 2024 $ 6,214.6 $ 1,731.2 $ 7,945.8 Accumulated impairments ( 3,110.3 ) ( 929.8 ) ( 4,040.1 ) Net balance at June 30, 2024 $ 3,104.3 $ 801.4 $ 3,905.7 Changes during the year ended June 30, 2025 Foreign currency translation 125.5 31.0 156.5 Gross balance at June 30, 2025 $ 6,340.1 $ 1,762.2 $ 8,102.3 Accumulated impairments ( 3,110.3 ) ( 929.8 ) ( 4,040.1 ) Net balance at June 30, 2025 $ 3,229.8 $ 832.4 $ 4,062.2 Changes during the year ended June 30, 2026 Impairment Charges — ( 237.1 ) ( 237.1 ) Foreign currency translation ( 14.4 ) ( 1.0 ) ( 15.4 ) Gross balance at June 30, 2026 6,325.7 1,761.2 8,086.9 Accumulated impairments ( 3,110.3 ) ( 1,166.9 ) ( 4,277.2 ) Net balance at June 30, 2026 $ 3,215.4 $ 594.3 $ 3,809.7 Other Intangible Assets, net Other intangible assets, net as of June 30, 2026 and 2025 are presented below: June 30, 2026 June 30, 2025 Indefinite-lived other intangible assets $ 626.7 $ 761.0 Finite-lived other intangible assets, net 2,148.9 2,453.8 Total Other intangible assets, net $ 2,775.6 $ 3,214.8 F-23 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) The changes in the carrying amount of indefinite-lived other intangible assets are presented below: Trademarks Total Gross balance at June 30, 2024 $ 1,889.5 $ 1,889.5 Accumulated impairments ( 944.9 ) ( 944.9 ) Net balance at June 30, 2024 $ 944.6 $ 944.6 Changes during the year ended June 30, 2025 Impairment charges (a) ( 212.8 ) ( 212.8 ) Foreign currency translation 29.2 29.2 Gross balance at June 30, 2025 $ 1,918.7 $ 1,918.7 Accumulated impairments ( 1,157.7 ) ( 1,157.7 ) Net balance at June 30, 2025 $ 761.0 $ 761.0 Changes during the year ended June 30, 2026 Impairment charges ( 125.7 ) ( 125.7 ) Foreign currency translation ( 8.6 ) ( 8.6 ) Gross balance at June 30, 2026 $ 1,910.1 $ 1,910.1 Accumulated impairments ( 1,283.4 ) ( 1,283.4 ) Net balance at June 30, 2026 626.7 626.7 Intangible assets subject to amortization are presented below: Cost Accumulated Amortization Accumulated Impairment Net June 30, 2025 License and collaboration agreements * $ 3,765.8 $ ( 1,614.9 ) $ ( 19.6 ) $ 2,131.3 Customer relationships 766.0 ( 568.9 ) ( 5.5 ) 191.6 Trademarks 318.2 ( 208.4 ) ( 0.5 ) 109.3 Product formulations and technology 87.8 ( 66.2 ) — 21.6 Total $ 4,937.8 $ ( 2,458.4 ) $ ( 25.6 ) $ 2,453.8 June 30, 2026 License and collaboration agreements $ 3,695.3 $ ( 1,817.7 ) $ ( 19.6 ) $ 1,858.0 Customer relationships 760.7 ( 581.0 ) ( 5.5 ) 174.2 Trademarks 316.0 ( 218.7 ) ( 0.5 ) 96.8 Product formulations and technology 87.5 ( 67.6 ) — 19.9 Total $ 4,859.5 $ ( 2,685.0 ) $ ( 25.6 ) $ 2,148.9 * On March 21, 2025, the KKW Collaboration Agreement was terminated pursuant to the KKW Sale Agreement. As such, the Company derecognized the remaining KKW Collaboration Agreement carrying amount of $ 142.5 as of the termination date. Amortization expense totaled $ 262.0 , $ 186.9 and $ 193.4 for the fiscal years ended June 30, 2026, 2025 and 2024, respectively. F-24 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Intangible assets subject to amortization are amortized principally using the straight-line method and have the following weighted-average remaining lives: (1) Description License and collaboration agreements 14.7 Customer relationships 14.5 Trademarks 13.4 Product formulations and technology 18.3 As of June 30, 2026, the remaining weighted-average life of all intangible assets subject to amortization is 14.6 years. (1) The estimated aggregate amortization expense for each of the following fiscal years ending June 30 is presented below: (1) 2027 $ 125.7 2028 121.9 2029 119.6 2030 115.7 2031 115.1 (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 The Company records assets for license agreements (“licenses”) acquired in transactions accounted for as business combinations. These licenses provide the Company with the exclusive right to manufacture and market on a worldwide and/or regional basis, certain of the Company’s products which comprise a significant portion of the Company’s revenues. These licenses have initial terms covering various periods. Certain brand licenses provide for automatic extensions ranging from 2 to 10 year terms, at the Company’s discretion. F-25 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 10. EQUITY INVESTMENTS 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. L.P. ("KKR"). 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 Less: 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 $ 39.0 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: F-26 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) June 30, 2026 June 30, 2025 Equity investment at fair value: Wella (a) — 1,002.0 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”). This agreement terminated the collaboration agreement, which gave the Company the right and license to manufacture, advertise, promote, distribute, and sell certain Kim Kardashian beauty products and use certain intellectual property owned or licensed to KKW Holdings (the “KKW Collaboration Agreement”). The total consideration received in this transaction was $ 74.0 . 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 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: Summarized Statements of Operations information: Year Ended June 30, 2026 Year Ended June 30, 2025 Net revenues $ 1,526.9 $ 2,692.9 Gross profit 1,054.6 1,842.3 Operating income 191.8 230.9 Income (loss) before income taxes 109.3 33.4 Net loss 66.0 ( 15.0 ) 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: June 30, 2025 Current assets $ 1,133.8 Noncurrent assets 4,177.9 Total assets 5,311.7 Current liabilities 991.6 Noncurrent liabilities 2,762.9 Total liabilities 3,754.5 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. F-27 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 11. OTHER CURRENT LIABILITIES Other current liabilities as of June 30, 2026 and 2025 consist of the following: June 30, 2026 June 30, 2025 Compensation and other compensation related benefits $ 147.2 $ 111.6 Other 318.9 402.0 Total other current liabilities $ 466.1 $ 513.6 12. 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: June 30, 2026 June 30, 2025 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 F-28 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 13. DEBT June 30, 2026 June 30, 2025 Short-term debt $ 12.3 $ — Senior Secured Notes (a) 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 2029 Dollar Senior Secured Notes due January 2029 500.0 500.0 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 Finance lease obligations & other long term debt 6.2 9.7 Total debt 3,088.2 4,008.4 Less: Short-term debt and current portion of long-term debt ( 14.4 ) ( 3.5 ) Total Long-term debt 3,073.8 4,004.9 Less: Unamortized financing fees and discounts on long-term debt ( 40.4 ) ( 49.4 ) Total Long-term debt, net $ 3,033.4 $ 3,955.5 (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, 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 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. F-29 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Long-Term Debt The Company’s long-term debt facilities consisted of the following as of June 30, 2026 and 2025: Facility Maturity Date Borrowing Capacity (in millions) as of June 30, 2026 Interest Rate Terms Applicable Interest Rate as of June 30, 2026 Debt Discount Repayment Schedule Fiscal 2026 and 2025 2027 Euro Senior Secured Notes May 2027 € 500.0 4.50 % per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2024 4.50 % N/A (b) Payable in full at maturity date 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) 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 4.75 % N/A (b) Payable in full at maturity date 2030 Dollar Senior Secured Notes July 2030 $ 750.0 6.625 % per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2024 6.625 % N/A (b) 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) July 2028 $ 1,670.0 and € 300.0 SOFR (a) plus a margin ranging from 1.00 % to 2.00 % per annum or a base rate plus a margin ranging from 0.00 % to 1.00 % per annum, based on the Company's total net leverage ratio (c) (d) (e) SOFR + 1.25 % (interest rate spread) N/A (b) Payable in full at maturity date 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 5 % N/A (b) 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) Repaid in full 2026 Euro 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 N/A (b) N/A (b) Repaid in full (a) As defined in the Interest section below. (b) N/A - Not Applicable. (c) As defined per the 2018 Coty Credit Agreement, as amended. (d) The selection of the applicable one, two, three, six or twelve month interest rate for the period is at the discretion of the Company. (e) The Company will pay to the Revolving Credit Facility lenders an unused commitment fee calculated at a rate ranging from 0.10 % to 0.35 % per annum, based on the Company’s total net leverage ratio (as calculated in accordance with the 2018 Coty Credit Agreement). As of June 30, 2026 and 2025, the applicable rate on the unused commitment fee was 0.20 % and 0.25 %, respectively. (f) As a result of the amendments entered into in fiscal 2024, the 2021 Coty Revolving Credit Facility was refinanced and replaced by the 2023 Coty Revolving Credit Facility due July 11, 2028 (as described below). (g) Except as described below in amendments to the 2018 Coty Credit Agreement, as amended (as defined below), original terms of the 2018 Coty Credit Agreement apply to these debt facilities. F-30 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 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 On April 21, 2021, the Company issued an aggregate principal amount of $ 900.0 of 5.00 % senior secured notes due 2026 (the “2026 Dollar Senior Secured Notes”) in a private offering. Coty received gross proceeds of $ 900.0 in connection with the offering of the 2026 Dollar Senior Secured Notes. In fiscal 2024 and 2025, the Company redeemed $ 250.0 and $ 300.0 , respectively of the 2026 Dollar Senior Secured Notes. On 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. Coty received gross proceeds of $ 500.0 in connection with the offering of the 2029 Dollar Senior Secured Notes. On July 26, 2023, the Company issued an aggregate principal amount of $ 750.0 of 6.625 % senior secured notes due 2030 (“2030 Dollar Senior Secured Notes”) in a private offering. Coty received net proceeds of $ 740.6 in connection with the offering of the 2030 Dollar Senior Secured Notes. On September 19, 2023, the Company issued an aggregate principal amount of € 500.0 million of 5.750 % senior secured notes due 2028 (“2028 Euro Senior Secured Notes”) in a private offering. Coty received net proceeds of € 493.8 million in connection with the offering of the 2028 Euro Senior Secured Notes. 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, 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. The Senior Secured Notes and the guarantees are equal in right of payment with all of Coty’s and the guarantors’ respective existing and future senior indebtedness and are pari passu with all of Coty’s and the guarantors’ respective existing and future indebtedness that is secured by a first priority lien on the collateral, including the existing senior secured credit facilities, to the extent of the value of such collateral. Upon the respective Senior Secured Notes achieving investment grade ratings from two out of the three ratings agencies, the Senior Secured Notes provide for certain collateral release and covenant suspension provisions, as follows: F-31 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ 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; and • 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 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, 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; and (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. Redemption Pricing At any time and from time to time prior to the Early Redemption Dates, the Company may redeem some or all of the respective notes at redemption prices equal to 100 % of the respective principal amounts being redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates. 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: Price 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 On April 5, 2018, the Company entered into an amended and restated credit agreement (the “2018 Coty Credit Agreement”), which, as previously disclosed, was amended most recently in July 2023. F-32 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) As amended and restated through July 2023, the 2018 Coty Credit Agreement provides for 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. 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. The 2018 Coty Credit Agreement, as amended, also permits, subject to certain terms and conditions, the incurrence of incremental facilities thereunder in an aggregate amount of (i) $ 1,700.0 plus (ii) an unlimited amount if the First Lien Net Leverage Ratio (as defined in the 2018 Coty Credit Agreement, as amended), at the time of incurrence of such incremental facilities and after giving effect thereto on a pro forma basis, is less than or equal to 3.00 to 1.00. The obligations of the Company under the 2018 Coty Credit Agreement, as amended, are guaranteed by the material wholly-owned subsidiaries of the Company organized in the U.S., subject to certain exceptions (the “Guarantors”) and the obligations of the Company and the Guarantors under the 2018 Coty Credit Agreement, as amended, are secured by a perfected first priority lien (subject to permitted liens) on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions. The Dutch Borrower does not guarantee the obligations of the Company under the 2018 Coty Credit Agreement or grant any liens on its assets to secure any obligations under the 2018 Coty Credit Agreement. The collateral security and certain covenants will be released upon the Company achieving investment grade ratings on its corporate rating from two out of the three ratings agencies, subject to certain additional conditions and subject to reversion if those ratings agencies withdraw their investment grade rating. Senior Unsecured Notes On April 5, 2018 the Company issued, at par, $ 550.0 of 6.50 % senior unsecured notes due 2026 (the “2026 Dollar Notes”), € 550.0 million of 4.00 % senior unsecured notes due 2023 (the “2023 Euro Notes”) and € 250.0 million of 4.75 % senior unsecured notes due 2026 (the “2026 Euro Notes” and, together with the 2023 Euro Notes, the “Euro Notes,” and the Euro Notes together with the 2026 Dollar Notes, the “Senior Unsecured Notes”) in a private offering. On December 7, 2023, the Company redeemed $ 150.0 of the 2026 Dollar Notes, and on May 30, 2024, the Company redeemed the remaining $ 323.0 of the 2026 Dollar Notes. On December 6, 2024, the Company redeemed the remaining € 180.3 million (approximately $ 190.6 ) of the 2026 Euro Notes. Deferred Financing Costs 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, 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. Interest The 2018 Coty Credit Agreement facilities will bear interest at rates equal to, at the Company’s option, either: • SOFR of the applicable qualified currency, of which the Company can elect the applicable one, two, three, six or twelve month rate, plus the applicable margin; or • Alternate base rate (“ABR”) plus the applicable margin. F-33 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) In the case of the 2023 Coty Revolving Credit Facility, the applicable margin means the lesser of a percentage per annum to be determined in accordance with the leverage-based pricing grid and the debt rating-based grid below: Pricing Tier Total Net Leverage Ratio: SOFR plus: Alternative Base Rate Margin: 1.0 Greater than or equal to 4.75 :1 2.000 % 1.000 % 2.0 Less than 4.75 :1 but greater than or equal to 4.00 :1 1.750 % 0.750 % 3.0 Less than 4.00 :1 but greater than or equal to 2.75 :1 1.500 % 0.500 % 4.0 Less than 2.75 :1 but greater than or equal to 2.00 :1 1.250 % 0.250 % 5.0 Less than 2.00 :1 but greater than or equal to 1.50 :1 1.125 % 0.125 % 6.0 Less than 1.50 :1 1.000 % — % Pricing Tier Debt Ratings (S&P/Fitch/Moody’s): SOFR plus: Alternative Base Rate Margin: 5.0 Less than BB+/Ba1 2.000 % 1.000 % 4.0 BB+/Ba1 1.750 % 0.750 % 3.0 BBB-/Baa3 1.500 % 0.500 % 2.0 BBB/Baa2 1.250 % 0.250 % 1.0 BBB+/Baa1 or higher 1.125 % 0.125 % Fair Value of Debt June 30, 2026 June 30, 2025 Carrying Amount Fair Value Carrying Amount Fair Value Senior Secured Notes $ 2,719.8 $ 2,684.1 $ 3,591.4 $ 3,632.7 2018 Coty Credit Agreement 349.9 349.9 407.3 407.3 The fair value of the 2023 Coty Revolving Credit Facility is equal to its carrying value, as the Company has the ability to repay the outstanding principal at par value at any time. The Company uses the market approach to value its debt instruments. The Company obtains fair values from independent pricing services or utilizes the U.S. dollar SOFR curve to determine the fair value of these debt instruments. Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized as Level 2 in the fair value hierarchy. F-34 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Debt Maturities Schedule Aggregate maturities of the Company’s long-term debt, including the current portion of long-term debt and excluding capital lease obligations as of June 30, 2026, are presented below: Fiscal Year Ending June 30, 2027 $ 569.8 2028 — 2029 849.9 2030 — 2031 1,650.0 Thereafter — Total $ 3,069.7 Covenants The 2018 Coty Credit Agreement contains affirmative and negative covenants. The negative covenants include, among other things, limitations on debt, liens, dispositions, investments, fundamental changes, restricted payments and affiliate transactions. With certain exceptions as described below, the 2018 Coty Credit Agreement, as amended, includes a financial covenant that requires us to maintain a Total Net Leverage Ratio (as defined below), equal to or less than the ratios shown below for each respective test period. Quarterly Test Period Ending Total Net Leverage Ratio (a) June 30, 2026 through July 11, 2028 4.00 to 1.00 (a) Total Net Leverage Ratio means, as of any date of determination, the ratio of: (a) (i) Total Indebtedness minus (ii) unrestricted and Cash Equivalents of the Parent Borrower and its Restricted Subsidiaries as determined in accordance with GAAP to (b) Adjusted EBITDA for the most recently ended Test Period (each of the defined terms, including Adjusted EBITDA, used within the definition of Total Net Leverage Ratio have the meanings ascribed to them within the 2018 Coty Credit Agreement, as amended). Adjusted EBITDA, as defined in the 2018 Coty Credit Agreement, as amended, includes certain add backs related to cost savings, unusual events such as COVID-19, operating expense reductions and future unrealized synergies subject to certain limits and conditions as specified in the 2018 Coty Credit Agreement, as amended. In the four fiscal quarters following the closing of any Material Acquisition (as defined in the 2018 Coty Credit Agreement, as amended), including the fiscal quarter in which such Material Acquisition occurs, the maximum Total Net Leverage Ratio shall be the lesser of (i) 5.95 to 1.00 and (ii) 1.00 higher than the otherwise applicable maximum Total Net Leverage Ratio for such quarter (as set forth in the table above). Immediately after any such four fiscal quarter period, there shall be at least two consecutive fiscal quarters during which the Company’s Total Net Leverage Ratio is no greater than the maximum Total Net Leverage Ratio that would otherwise have been required in the absence of such Material Acquisition, regardless of whether any additional Material Acquisitions are consummated during such period. As of June 30, 2026, the Company was in compliance with all covenants contained within the 2018 Coty Credit Agreement, as amended. F-35 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 14. LEASES The Company leases office facilities under non-cancelable operating leases with terms generally ranging between 4 and 25 years. The Company utilizes these leased office facilities for use by its employees in countries in which the Company conducts its business. Leases are negotiated with third parties and, in some instances, contain renewal, expansion and termination options. The Company also subleases certain office facilities to third parties when the Company no longer intends to utilize the space. None of the Company’s leases restrict the payment of dividends or the incurrence of debt or additional lease obligations, or contain significant purchase options. The following table provides additional information about the Company’s operating leases for the fiscal years ended June 30, 2026, 2025 and 2024. Lease Cost: Year Ended June 30, 2026 Year Ended June 30, 2025 Year Ended June 30, 2024 Operating lease cost $ 73.8 $ 74.4 $ 74.5 Short-term lease cost 3.8 3.3 3.4 Variable lease cost 44.0 44.4 41.7 Sublease income ( 10.1 ) ( 13.4 ) ( 16.7 ) Net lease cost $ 111.5 $ 108.7 $ 102.9 Other information: Operating cash outflows from operating leases ( 71.5 ) ( 69.3 ) $ ( 72.0 ) Right-of-use assets obtained in exchange for lease obligations 32.4 60.9 $ 32.6 Weighted-average remaining lease term - real estate 5.8 years 6.2 years 6.8 years Weighted-average discount rate - real estate leases 4.32 % 4.29 % 4.52 % Future minimum lease payments for the Company’s operating leases as of June 30, 2026 are as follows: Fiscal Year Ending June 30, 2027 $ 73.5 2028 57.9 2029 47.0 2030 30.9 2031 19.7 Thereafter 54.6 Total future lease payments 283.6 Less: imputed interest ( 35.5 ) Total present value of lease liabilities $ 248.1 Current operating lease liabilities 65.2 Long-term operating lease liabilities 182.9 Total operating lease liabilities $ 248.1 Table excludes obligations for leases with original terms of twelve months or less which have not been recognized as ROU assets or liabilities in the Consolidated Balance Sheets. F-36 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 15. INCOME TAXES (Loss) income before income taxes in fiscal 2026, 2025 and 2024 is presented below: Year Ended June 30, 2026 2025 2024 United States $ ( 531.3 ) $ ( 696.0 ) $ ( 591.1 ) Foreign ( 78.9 ) 351.2 795.6 Total $ ( 610.2 ) $ ( 344.8 ) $ 204.5 The components of the Company’s total provision (benefit) for income taxes during fiscal 2026, 2025 and 2024 are presented below: Year Ended June 30, 2026 2025 2024 (Benefit) provision for income taxes: Current: Federal $ 13.5 $ ( 7.8 ) $ 1.2 State and local 3.8 3.4 ( 3.5 ) Foreign 117.6 97.3 107.2 Total 134.9 92.9 104.9 Deferred: Federal 5.8 ( 20.2 ) ( 36.7 ) State and local ( 8.1 ) ( 16.9 ) ( 16.7 ) Foreign ( 152.6 ) ( 50.4 ) 43.6 Total ( 154.9 ) ( 87.5 ) ( 9.8 ) (Benefit) provision for income taxes $ ( 20.0 ) $ 5.4 $ 95.1 F-37 COTY INC. & 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 U.S. 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 Brazil Foreign rate differential $ 9.1 ( 1.5 ) % State incentive credits $ ( 17.0 ) 2.8 % Other $ ( 1.1 ) 0.2 % Switzerland Participation exemption on Wella sale $ ( 34.0 ) 5.6 % Other $ 9.9 ( 1.6 ) % Netherlands Foreign rate differential $ ( 19.3 ) 3.2 % Nondeductible impairment $ 31.6 ( 5.2 ) % Other $ 13.7 ( 2.2 ) % Germany 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 F-38 COTY INC. & 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 Income (loss) before income taxes $ ( 344.8 ) $ 204.5 Provision for income taxes at statutory rate $ ( 72.4 ) $ 42.9 State and local taxes—net of federal benefit ( 10.6 ) ( 15.9 ) Foreign tax differentials ( 0.1 ) 20.9 Change in valuation allowances 97.8 38.9 Change in unrecognized tax benefit 34.3 ( 15.5 ) Permanent differences—net 43.9 7.6 Non-deductible executive stock compensation 11.0 19.7 Currency Loss 8.3 ( 22.5 ) Russia exit uncertain tax position release ( 10.0 ) — Principal relocation revaluation — 27.6 Nondeductible Interest Expense 6.8 12.1 Swiss Tax Credits-net of valuation allowance ( 2.4 ) ( 37.8 ) Tax Rate Change Deferred Tax Liability Revaluation — 24.2 Brazil tax recovery benefit ( 78.5 ) — Swiss Impairment ( 31.2 ) — Other 8.5 ( 7.1 ) Provision for income taxes $ 5.4 $ 95.1 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. The unfavorable impacts to the rate were primarily driven by the following items: • a 28.4 % unfavorable impact to the effective tax rate due to an increase in valuation allowances recorded on interest expense carryforwards and the capital loss realized as a result of the sale of its investment in KKW Holdings during the period, compared with a 19.0 % unfavorable impact in the prior period; F-39 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) • a 9.9 % unfavorable impact to the effective tax rate due to changes in unrecognized tax benefits primarily related to new reserves for benefits realized as a result of a tax recovery benefit in Brazil, compared to a favorable impact of 7.6 % in the prior period; • a 12.7 % unfavorable impact to the effective tax rate as a result of various permanent differences including US foreign income inclusions. These unfavorable rate drivers were partially offset by the following favorable rate drivers: • a 22.8 % favorable impact to the effective tax rate due to benefits realized as a result of a tax recovery benefit in Brazil (a majority of which are offset by the unrecognized tax benefit impact described above); • a 9.0 % favorable impact due to a tax deductible impairment in Switzerland on its investment in subsidiaries. Significant components of deferred income tax assets and liabilities as of June 30, 2026 and 2025 are presented below: June 30, 2026 June 30, 2025 Deferred income tax assets: Inventories $ 8.7 $ 4.4 Accruals and allowances 91.0 64.1 Sales returns 16.1 16.3 Share-based compensation 5.1 4.0 Employee benefits 36.5 46.5 Net operating loss carry forwards and tax credits 442.3 376.3 Capital loss carry forwards 29.9 29.8 Interest expense limitation carry forward 210.2 173.5 Lease liability 21.0 16.1 Principal relocation lease 308.8 347.6 Property, plant and equipment 2.5 42.0 Derivative Instruments 26.6 70.5 Investment in partnerships 13.9 — Other 77.2 63.0 Less: valuation allowances ( 287.7 ) ( 274.1 ) Net deferred income tax assets 1,002.1 980.0 Deferred income tax liabilities: Intangible assets 675.6 753.6 Licensing rights 29.9 29.9 Right of use asset 18.5 22.8 Investment in partnerships — 48.3 Other 24.9 31.7 Deferred income tax liabilities 748.9 886.3 Net deferred income tax (liability) asset $ 253.2 $ 93.7 F-40 COTY INC. & 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: Fiscal Year Ending June 30, United States Western Europe Rest of World Total 2027 $ — $ — $ 9.8 $ 9.8 2028 — — 20.1 20.1 2029 — — 23.0 23.0 2030 — — 42.9 42.9 2031 and thereafter — 424.8 368.6 793.4 Total $ — $ 424.8 $ 464.4 $ 889.2 The total valuation allowances recorded are $ 287.7 and $ 274.1 as of June 30, 2026 and 2025, respectively. 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: Year Ended June 30, 2026 2025 2024 UTBs—July 1 $ 240.8 $ 215.3 $ 235.5 Additions based on tax positions related to the current year 1.5 1.2 1.3 Additions for tax positions of prior years 4.2 50.8 15.8 Reductions for tax positions of prior years ( 11.0 ) ( 6.0 ) ( 19.0 ) Settlements ( 0.3 ) ( 0.3 ) ( 1.2 ) Lapses in statutes of limitations ( 6.6 ) ( 33.1 ) ( 17.8 ) Foreign currency translation 1.9 12.9 0.7 UTBs—June 30 $ 230.5 $ 240.8 $ 215.3 As of June 30, 2026, the Company had $ 230.5 of UTBs of which $ 153.6 represents the amount that, if recognized, would impact the effective income tax rate in future periods. As of June 30, 2026 and 2025, the liability associated with UTBs, including accrued interest and penalties, is $ 189.9 and $ 194.3 , respectively, which is recorded in Income and other taxes payable and Other non-current liabilities in the Consolidated Balance Sheets. The Company accrued interest of $( 0.5 ), $ 7.1 and $( 2.4 ), respectively, in fiscal 2026, 2025 and 2024. 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. The Company is present in approximately 40 tax jurisdictions, and at any point in time is subject to several audits at various stages of completion. As a result, the Company evaluates tax positions and establishes liabilities for UTBs that may be challenged by local authorities and may not be fully sustained, despite a belief that the underlying tax positions are fully supportable. UTBs are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, developments in case law, and closing of statute of limitations. Such adjustments are reflected in the provision for income taxes as appropriate. In fiscal 2026 and 2025, the Company recognized a tax benefit of $ 6.9 and $ 33.4 respectively associated with the settlement of tax audits in multiple jurisdictions and the expiration of foreign and state statutes of limitation. The Company has open tax years ranging from 2009 and forward. 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: F-41 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Amount U.S. Federal $ 22.5 U.S. State and Local (a) 4.2 Foreign Spain 12.2 France 9.3 Germany 5.9 Mexico 6.8 Netherlands 9.4 Singapore 5.3 United Arab Emirates 5.4 Other 20.7 Total $ 101.7 (a) No single state or local jurisdiction accounts for more than 5 % of the total income taxes paid. 16. INTEREST EXPENSE, NET Interest expense, net for the years ended June 30, 2026, 2025 and 2024 is presented below: Year Ended June 30, 2026 2025 2024 Interest expense $ 184.2 $ 227.0 $ 251.6 Foreign exchange (gains) losses, net of derivative contracts ( 10.6 ) 3.8 16.5 Interest income ( 18.4 ) ( 16.6 ) ( 16.1 ) Total interest expense, net $ 155.2 $ 214.2 $ 252.0 17. EMPLOYEE BENEFIT PLANS 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. and international savings plans for employees in certain other countries. In the U.S., hourly and salary based employees are eligible to participate in the plan after 90 days of service and the Company matches 100 % of employee contributions up to 6.0 % of employee compensation. In addition, the Company makes contributions to the plan on behalf of employees determined by their age and compensation. During fiscal 2026, 2025 and 2024, the defined contribution expense for Coty Inc. for the U.S. 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. and international employees primarily in France, Germany and Switzerland. Participants in the U.S. defined benefit pension plan no longer accrue benefits. The Company measures defined benefit plan assets and obligations as of the date of the Company’s fiscal year-end. 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. F-42 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Settlements and Curtailments for Pension Plans 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, 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. Estimated benefits to be paid by the Company are expensed over the service period of each employee based on calculations performed by an independent actuary. In addition, the Company has a supplemental retirement plan and a termination benefit plan for selected salaried employees. 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: Pension Plans Other Post-Employment Benefits Total U.S. International 2026 2025 2026 2025 2026 2025 2026 2025 Change in benefit obligation Benefit obligation—July 1 $ 11.3 $ 12.5 $ 373.0 $ 361.0 $ 31.0 $ 31.7 $ 415.3 $ 405.2 Service cost — — 5.9 5.5 0.3 0.4 6.2 5.9 Interest cost 0.6 0.6 12.5 12.3 1.6 1.6 14.7 14.5 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 ) Premiums paid — — ( 0.7 ) ( 0.7 ) — — ( 0.7 ) ( 0.7 ) Pension curtailment — — ( 0.3 ) — — — ( 0.3 ) — Other (a) — — ( 0.5 ) ( 14.7 ) — — ( 0.5 ) ( 14.7 ) Pension settlement — — ( 7.5 ) ( 1.1 ) — — ( 7.5 ) ( 1.1 ) Actuarial loss (gain) — ( 0.5 ) ( 7.5 ) ( 8.7 ) ( 1.6 ) ( 1.0 ) ( 9.1 ) ( 10.2 ) Effect of exchange rates — — ( 9.1 ) 34.5 — 0.2 ( 9.1 ) 34.7 Benefit obligation—June 30 $ 10.6 $ 11.3 $ 348.5 $ 373.0 $ 29.8 $ 31.0 $ 388.9 $ 415.3 Change in plan assets Fair value of plan assets—July 1 $ — $ — $ 129.9 $ 128.0 $ 0.2 $ 0.2 $ 130.1 $ 128.2 Actual return on plan assets — — 14.6 5.0 — — 14.6 5.0 Employer contributions 1.3 1.3 16.6 16.1 1.5 1.9 19.4 19.3 Plan participants’ contributions — — 1.6 1.8 0.1 0.1 1.7 1.9 Benefits paid ( 1.3 ) ( 1.3 ) ( 18.5 ) ( 17.1 ) ( 1.6 ) ( 2.0 ) ( 21.4 ) ( 20.4 ) Premiums paid — — ( 0.7 ) ( 0.7 ) — — ( 0.7 ) ( 0.7 ) Plan settlements — — ( 7.5 ) ( 1.2 ) — — ( 7.5 ) ( 1.2 ) Other (a) — — ( 0.5 ) ( 14.7 ) — — ( 0.5 ) ( 14.7 ) Effect of exchange rates — — ( 3.1 ) 12.7 — — ( 3.1 ) 12.7 Fair value of plan assets—June 30 — — 132.4 129.9 0.2 0.2 132.6 130.1 Funded status—June 30 $ ( 10.6 ) $ ( 11.3 ) $ ( 216.1 ) $ ( 243.1 ) $ ( 29.6 ) $ ( 30.8 ) $ ( 256.3 ) $ ( 285.2 ) F-43 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ 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: Pension Plans Other Post-Employment Benefits Total U.S. International 2026 2025 2026 2025 2026 2025 2026 2025 Noncurrent assets $ — $ — $ 3.2 $ 2.9 $ — $ — $ 3.2 $ 2.9 Current liabilities ( 1.2 ) ( 1.3 ) ( 1.8 ) ( 0.9 ) ( 2.2 ) ( 2.1 ) ( 5.2 ) ( 4.3 ) Noncurrent liabilities ( 9.4 ) ( 10.0 ) ( 217.5 ) ( 245.1 ) ( 27.4 ) ( 28.7 ) ( 254.3 ) ( 283.8 ) Funded status ( 10.6 ) ( 11.3 ) ( 216.1 ) ( 243.1 ) ( 29.6 ) ( 30.8 ) ( 256.3 ) ( 285.2 ) AOC(L)/I 0.5 1.1 72.9 59.4 15.5 17.2 88.9 77.7 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. 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. defined benefit pension plans was $ 10.6 and $ 11.3 as of June 30, 2026 and 2025, respectively. The accumulated benefit obligation for international defined benefit pension plans was $ 340.9 and $ 364.3 as of June 30, 2026 and 2025, respectively. Pension plans with accumulated benefit obligations in excess of plan assets and projected benefit obligations in excess of plan assets are presented below: Pension plans with accumulated benefit obligations in excess of plan assets Pension plans with projected benefit obligations in excess of plan assets U.S. International U.S. International 2026 2025 2026 2025 2026 2025 2026 2025 Projected benefit obligation $ 10.6 $ 11.3 $ 286.5 $ 357.6 $ 10.6 $ 11.3 $ 334.0 $ 357.6 Accumulated benefit obligation 10.6 11.3 282.5 349.9 10.6 11.3 282.5 349.9 Fair value of plan assets — — 70.0 112.3 — — 115.4 112.3 F-44 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Net Periodic Benefit Cost The components of net periodic benefit cost for pension plans and other post-employment benefit plans recognized in the Consolidated Statements of Operations are presented below: Year Ended June 30, Pension Plans Other Post- Employment Benefits U.S. International Total 2026 2025 2024 2026 2025 2024 2026 2025 2024 2026 2025 2024 Service cost $ — $ — $ — $ 5.9 $ 5.5 $ 5.1 $ 0.3 $ 0.4 $ 0.5 $ 6.2 $ 5.9 $ 5.6 Interest cost 0.6 0.6 0.7 12.5 12.3 12.8 1.6 1.6 1.5 14.7 14.5 15.0 Expected return on plan assets — — — ( 5.1 ) ( 5.2 ) ( 4.8 ) — — — ( 5.1 ) ( 5.2 ) ( 4.8 ) Amortization of prior service (credit) cost — — — ( 0.2 ) ( 0.1 ) ( 0.1 ) — — ( 0.2 ) ( 0.2 ) ( 0.1 ) ( 0.3 ) Amortization of net (gain) loss ( 0.6 ) 0.1 ( 0.9 ) ( 1.7 ) ( 1.2 ) ( 2.4 ) ( 3.2 ) ( 3.3 ) ( 3.5 ) ( 5.5 ) ( 4.4 ) ( 6.8 ) Settlements (gain) loss recognized — — — 0.1 ( 0.5 ) — — — — 0.1 ( 0.5 ) — Curtailment (gain) loss recognized — — — ( 0.3 ) — ( 0.1 ) — — — ( 0.3 ) — ( 0.1 ) Net periodic benefit cost $ — $ 0.7 $ ( 0.2 ) $ 11.2 $ 10.8 $ 10.5 $ ( 1.3 ) $ ( 1.3 ) $ ( 1.7 ) $ 9.9 $ 10.2 $ 8.6 Pre-tax amounts recognized in AOC(L)/I, which have not yet been recognized as a component of net periodic benefit cost are presented below: Pension Plans Other Post-Employment Benefits U.S. International Total 2026 2025 2026 2025 2026 2025 2026 2025 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 Total recognized in AOC(L)/I $ 0.5 $ 1.1 $ 72.9 $ 59.4 $ 15.5 $ 17.2 $ 88.9 $ 77.7 Changes in plan assets and benefit obligations recognized in OCI/(L) during the fiscal year are presented below: Pension Plans Other Post-Employment Benefits U.S. International Total 2026 2025 2026 2025 2026 2025 2026 2025 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 Total recognized in OCI/(L) $ ( 0.6 ) $ 0.6 $ 13.5 $ 11.6 $ ( 1.7 ) $ ( 2.0 ) $ 11.2 $ 10.2 Pension and Other Post-Employment Benefit Assumptions The weighted-average assumptions used to determine the Company’s projected benefit obligation above are presented below: Pension Plans Other Post-Employment Benefits U.S. International 2026 2025 2026 2025 2026 2025 Discount rates 5.1 %- 5.3 % 5.2 %- 5.4 % 1.4 %- 4.4 % 1.1 %- 3.9 % 4.3 %- 5.5 % 3.9 %- 5.6 % Future compensation growth rates N/A N/A 1.5 %- 2.7 % 1.0 %- 2.7 % N/A N/A F-45 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) The weighted-average assumptions used to determine the Company’s net periodic benefit cost in fiscal 2026, 2025 and 2024 are presented below: Pension Plans Other Post- Employment Benefits U.S. International 2026 2025 2024 2026 2025 2024 2026 2025 2024 Discount rates 5.2 %- 5.4 % 5.3 %- 5.4 % 4.9 %- 5.3 % 1.1 %- 3.9 % 1.5 %- 3.9 % 2.0 %- 4.2 % 3.9 %- 5.6 % 3.8 %- 5.4 % 4.1 %- 5.1 % Future compensation growth rates N/A N/A N/A 1.0 %- 2.7 % 1.0 %- 3.2 % 1.3 %- 3.2 % N/A N/A N/A Expected long-term rates of return on plan assets N/A N/A N/A 3.5 %- 4.5 % 3.5 %- 4.5 % 3.5 %- 4.5 % N/A N/A N/A The health care cost trend rate assumptions have a significant effect on the amounts reported. Year Ended June 30, 2026 2025 2024 Health care cost trend rate assumed for next year 8.2 % 8.7 % 8.3 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 4.5 % 4.5 % 4.5 % Year that the rate reaches the ultimate trend rate 2035 2034 2032 Pension Plan Investment Policy The Company’s investment policies and strategies for plan assets are to achieve the greatest return consistent with the fiduciary character of the plan and to maintain a level of liquidity that is sufficient to meet the need for timely payment of benefits. The goals of the investment managers include minimizing risk and achieving growth in principal value so that the purchasing power of such value is maintained with respect to the rate of inflation. The pension plan’s return on assets is based on management’s expectations of long-term average rates of return to be achieved by the underlying investment portfolios. In establishing this assumption, management considers historical and expected returns for the assets in which the plan is invested, as well as current economic and market conditions. The asset allocation decision includes consideration of future retirements, lump-sum elections, growth in the number of participants, the Company’s contributions and cash flow. These actual characteristics of the plan place certain demands upon the level, risk and required growth of trust assets. Actual asset allocation is regularly reviewed and periodically rebalanced to the strategic allocation when considered appropriate. The target asset allocations for the Company’s pension plans as of June 30, 2026 and 2025, by asset category are presented below: % of Plan Assets at Year Ended Target 2026 2025 Equity securities 52 % 52 % 49 % Fixed income securities 33 % 32 % 34 % Cash and other investments 15 % 16 % 17 % F-46 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Fair Value of Plan Assets The international pension plan assets that the Company measures at fair value on a recurring basis, based on the fair value hierarchy as described in Note 2—Summary of Significant Accounting Policies, as of June 30, 2026 and 2025 are presented below: Level 1 Level 2 Level 3 Total 2026 2025 2026 2025 2026 2025 2026 2025 Equity securities $ 50.9 $ 47.2 $ — $ — $ — $ — $ 50.9 $ 47.2 Fixed income securities: Corporate securities 30.2 30.6 — — — — 30.2 30.6 Other: Cash and cash equivalents 0.1 — — — — — 0.1 — Insurance contracts and other — — — — 51.4 52.3 51.4 52.3 Total pension plan assets $ 81.2 $ 77.8 $ — $ — $ 51.4 $ 52.3 $ 132.6 $ 130.1 The following is a description of the valuation methodologies used for plan assets measured at fair value: Equity securities -The fair values reflect the closing price reported on a major market where the individual securities are traded. These investments are classified within Level 1 of the valuation hierarchy. Corporate securities -The fair values are based on a compilation of primarily observable market information or a broker quote in a non-active market. These investments are classified within Level 1 of the valuation hierarchy. Cash and cash equivalents -The carrying amount approximates fair value, primarily because of the short maturity of cash equivalent instruments. These investments are classified within Level 1 of the valuation hierarchy. Insurance contracts and other - Includes contracts issued by insurance companies and other investments that are not publicly traded. These investments are generally classified as Level 3 as there are neither quoted prices nor other observable inputs for pricing. Insurance contracts are valued at cash surrender value, which approximates the contract fair value. Other Level 3 plan assets include real estate and other alternative investment funds requiring inputs that cannot be readily derived from observable market data due to the infrequency with which the underlying assets trade. The Company sponsors a qualified defined benefit pension plan for all eligible Swiss employees. Retirement benefits are provided based on employees’ years of service and earnings, or in accordance with applicable employee regulations. Consistent with typical Swiss practice, the pension plan is funded through a guaranteed insurance contract with an insurance company (“IC”). The IC is responsible for the investment strategy of the insurance premiums that the Company submits and does not hold individual assets per participating employer. Assets are invested in accordance with the IC’s own strategies and risk assessments. Under the terms of the contract, the interest rate as well as the capital value is guaranteed for each participant, with the IC assuming any risk to the value of the underlying assets. The IC is a member of a security fund, whose purpose is to cover any shortfall in the event they are not able to fulfill its contractual agreements. The plan assets of the Swiss plan are included in the Level 3 valuation. The Company also sponsors qualified defined benefit pension plans for certain eligible German employees. The Company’s German pension plans are partially funded with plan assets held in a Contractual Trust Arrangement, under which Company assets have been irrevocably transferred to a registered association for the exclusive purpose of securing and funding pension obligations in Germany. The association invests primarily in publicly tradable equity and fixed income securities, using a funding strategy that is reviewed on a regular basis. Plan assets are also held in the Company’s other non-U.S. defined benefit pension plans. The other non-U.S. defined benefit pension plans provide benefits primarily based on earnings and years of service and are funded in compliance with local laws and practices. The plan assets are invested in various asset classes that are expected to produce a sufficient level of diversification and investment return over the long term at an acceptable level of risk. F-47 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) The reconciliations of Level 3 plan assets measured at fair value in fiscal 2026 and 2025 are presented below: June 30, 2026 June 30, 2025 Insurance contracts: Fair value—July 1 $ 52.3 $ 56.9 Return on plan assets 4.7 1.4 Purchases, sales and settlements, net ( 4.8 ) ( 12.1 ) Effect of exchange rates ( 0.8 ) 6.1 Fair value—June 30 $ 51.4 $ 52.3 Contributions The Company plans to contribute approximately $ 1.2 to its remaining U.S. pension plan and expects to contribute approximately $ 17.5 and $ 2.1 to its international pension and other post-employment benefit plans, respectively, during fiscal 2027. Estimated Future Benefit Payments Expected benefit payments, which reflect expected future service, as appropriate, are presented below: Pension Plans Other Post-Employment Benefits Total Fiscal Year Ending June 30, U.S. International 2027 $ 1.2 $ 26.0 $ 2.1 $ 29.3 2028 1.2 21.4 2.3 24.9 2029 1.1 22.9 2.6 26.6 2030 1.1 22.3 2.7 26.1 2031 1.0 21.9 2.8 25.7 2032 - 2036 4.3 112.6 14.0 130.9 18. DERIVATIVE INSTRUMENTS Foreign Exchange Risk The Company is exposed to foreign currency exchange fluctuations through its global operations. The Company may reduce its exposure to fluctuations in the cash flows associated with changes in foreign exchange rates by creating offsetting positions through the use of derivative instruments and also by designating foreign currency denominated borrowings and cross-currency swaps as hedges of net investments in foreign subsidiaries. The Company expects that through hedging, any gain or loss on the derivative instruments would generally offset the expected increase or decrease in the value of the underlying forecasted transactions. In January and April 2025, the Company entered into cross-currency swap contracts in the notional amount of $ 750.0 and $ 250.0 , respectively, and designated these cross-currency swaps as hedges of its net investment in a certain foreign subsidiary. As of June 30, 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 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. For derivatives not designated as hedging instruments, changes in fair value are recorded in the line item in the Consolidated Statements of Operations to which the derivative relates. As of June 30, 2026 and 2025, the notional amounts of these outstanding non-designated foreign currency forward contracts were $ 1,021.5 and $ 1,102.5 , respectively. F-48 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Interest Rate Risk The Company is exposed to interest rate fluctuations related to its variable rate debt instruments. The Company reduces its exposure to fluctuations in the cash flows associated with changes in the variable interest rates by entering into offsetting positions through the use of derivative instruments, such as interest rate swap contracts. The interest rate swap contracts result in recognizing a fixed interest rate for the portion of the Company’s variable rate debt that was hedged. This will reduce the negative impact of increases in the variable rates over the term of the contracts. Hedge effectiveness of interest rate swap contracts is based on a long-haul hypothetical derivative methodology and includes all changes in value. As of June 30, 2023, the Company had interest rate swap contracts designated as effective hedges in the notional amount of $ 200.0 , which were fully terminated in December 2023 for a cash receipt of $ 2.1 . These interest rate swaps had been designated and qualified as cash flow hedges and were highly effective prior to termination. As the forecasted interest expense under the original swap agreements was still probable, the related gain in accumulated other comprehensive income (loss) ("AOCI/L") was amortized over the remaining life of the swaps. The Company had no outstanding interest rate swap contracts as of June 30, 2026. In addition, the Company from time to time uses cross-currency swaps to economically lower the interest rate on our loan portfolio. In January and April 2025, the Company entered into cross-currency swap contracts designated as hedges of net investment in a certain foreign subsidiary to effectively reduce the interest rates on the 2030 and 2029 Dollar Senior Secured Notes from 6.625 % and 4.75 % in U.S. dollars to 2.671 % and 1.248 % in Swiss Franc, respectively. The cross-currency swaps will expire upon maturity of the respective debt. Net Investment Hedge Foreign currency gains and losses on borrowings designated as a net investment hedge, except ineffective portions, are reported in the cumulative translation adjustment (“CTA”) component of AOCI/(L), along with the foreign currency translation adjustments on those investments. In January and April 2025, the Company expanded its net investment hedge activity by entering into cross-currency swaps with a gross notional value at inception of $ 750.0 and ₣ 676.9 million (Swiss Franc) and $ 250.0 and ₣ 203.6 million, respectively, maturing in July 2030 and January 2029, respectively, and designated these cross-currency swaps as hedges of its net investment in a certain foreign subsidiary. As of June 30, 2026 and 2025, the nominal exposures of foreign currency denominated borrowings designated as net investment hedges were € 879.1 million and € 1,593.9 million, respectively. The designated hedge amounts were considered highly effective. The gains and losses related to these instruments are included in AOCI/(L) and will remain until the sale or substantial liquidation of the underlying net investments. F-49 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Forward Repurchase Contracts In June 2022, December 2022, and November 2023, the Company entered into certain forward repurchase contracts to start hedging for potential $ 200.0 , $ 196.0 , and $ 294.0 share buyback programs, in 2024, 2025, and 2026, respectively. These forward repurchase contracts are accounted for at fair value, with changes in the fair value recorded in Other expense (income), net in the Consolidated Statements of Operations. In February 2024, the Company elected to physically settle the June 2022 Forward for a cash payment of $ 200.0 in exchange for 27.0 million shares of its Class A Common Stock. Refer to Note 20—Equity and Convertible Preferred Stock. In December 2024, the Company entered into an agreement to extend the maturity of the December 2022 Forward by one year to fiscal 2026. 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. 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. Derivative and non-derivative financial instruments which are designated as hedging instruments: 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. 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. Foreign exchange forward contracts classified as cash flow hedges —The accumulated (loss) gain on derivative instruments classified as cash flow hedges in AOCI/(L), net of tax, was $( 0.3 ) and $( 1.1 ) as of June 30, 2026 and 2025, respectively. The estimated net loss related to these effective hedges that is expected to be reclassified from AOCI/(L) into earnings, net of tax, within the next twelve months is $( 0.3 ). 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 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, 2026 2025 2024 Foreign exchange forward contracts $ ( 1.3 ) $ ( 1.1 ) $ 2.0 Interest rate swap contracts — — ( 0.1 ) Cross-currency swap contracts 4.9 ( 75.6 ) — Foreign currency borrowings 14.5 ( 106.2 ) 26.8 F-50 COTY INC. & 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: Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships Fiscal Year Ended June 30, 2026 2025 2024 Cost of sales Interest expense, net Cost of sales Interest expense, net Cost of sales Interest expense, net Foreign exchange forward contracts: Amount of gain (loss) reclassified from AOCI into income $ ( 2.5 ) $ — $ 2.2 $ — $ ( 2.6 ) $ — Interest rate swap contracts: Amount of gain reclassified from AOCI into income — — — 1.3 — 2.0 Derivatives not designated as hedging instruments: The amount of gains and losses related to the Company’s derivative financial instruments not designated as hedging instruments is presented below: Consolidated Statements of Operations Classification of Gain (Loss) Recognized in Operations Fiscal Year Ended June 30, 2026 2025 2024 Foreign exchange contracts Selling, general and administrative expenses $ ( 0.5 ) $ ( 0.7 ) $ 0.1 Foreign exchange contracts Interest income (expense), net 28.0 ( 11.1 ) ( 30.1 ) Foreign exchange and forward repurchase contracts Other income (expense), net ( 133.0 ) ( 291.7 ) ( 124.2 ) 19. REDEEMABLE NONCONTROLLING INTERESTS As of June 30, 2026, the redeemable noncontrolling interests (“RNCI”) consist of interests in a consolidated subsidiary in the Middle East (“Middle East Subsidiary”). The noncontrolling interest holder in the Company’s Middle East Subsidiary had a 25 % ownership share. The Company has the ability to purchase the remaining noncontrolling interest of 25 % on December 31, 2028, with such transaction to close on December 31, 2029 (the “Call right”). In addition to the Call right feature, the noncontrolling interest holder has the right to sell the noncontrolling interest to the Company on December 31, 2028, with such transaction to close on December 31, 2029 (a “Put right”). The amount at which the Put right and Call right can be exercised is based on a formula prescribed by the amended shareholders’ agreement as summarized in the table below, multiplied by the noncontrolling interest holder’s percentage interest in the Middle East Subsidiary. Given the provision of the Put right, the entire noncontrolling interest is redeemable outside of the Company’s control and is recorded in the Consolidated Balance Sheets at the estimated redemption value. The Company adjusts the redeemable noncontrolling interest to the redemption values at the end of each reporting period with changes recognized as adjustments to additional paid-in capital (“APIC”). The Company recognized $ 74.7 and $ 94.2 as the redeemable noncontrolling interest balances as of June 30, 2026 and 2025, respectively. Middle East Subsidiary Percentage of redeemable noncontrolling interest 25 % Earliest exercise date(s) December 2028 Formula of redemption value (a) 3 -year average of EBIT * 6 (a) EBIT is defined in the amended shareholders’ agreement as the consolidated net earnings before interest and income tax. 20. EQUITY AND CONVERTIBLE PREFERRED STOCK Common Stock As of June 30, 2026, the Company’s Common Stock consisted of Class A Common Stock with a par value of $ 0.01 per share. The holders of Class A Common Stock are entitled to one vote per share. 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. F-51 COTY INC. & 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. On September 29, 2023 and October 2, 2023, the Company issued a total of 33.0 million shares of Class A common stock, par value $ 0.01 per share, at a public offering price of $ 10.80 (or € 10.28 ) per share in a global offering (the “Offering”). The Company also announced the admission to listing and trading of its Common Stock on the professional segment of the Euronext Paris. The Company received $ 348.4 from the Offering, net of $ 10.0 of underwriting fees. Additionally, the Company incurred $ 6.0 in other professional fees. The underwriting fees and other professional fees incurred in connection with the Offering were incremental costs directly attributable to the issuance and thus were presented as a reduction of Equity in the Consolidated Balance Sheets. The Company’s Majority Stockholder During the fiscal years ended June 30, 2026, 2025 and 2024, JAB Beauty B.V. (“JAB”), the Company’s largest stock holder, acquired 0.0 , 0.0 and 3.0 million shares, respectively, of Class A Common Stock in the open market. As of June 30, 2026, JAB may be deemed to beneficially own approximately 54 % of Coty’s Class A Common Stock. This is inclusive of all voting interests of 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 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. Nabi pursuant to an equity transfer agreement. See Note 21—Share-Based Compensation Plans for additional information. Preferred Stock As of June 30, 2026, total authorized shares of preferred stock are 20.0 million. Series A Preferred Stock As of June 30, 2026, there were 1.0 million shares of Series A Preferred Stock, par value of $ 0.01 per share, authorized, issued, and outstanding. Series A Preferred Stock are not entitled to receive any dividends and have no voting rights except as required by law. On March 27, 2017, a Series A Preferred Stock subscription agreement was entered into with Lambertus J.H. Becht (“Mr. Becht”), the Company’s former Chairman of the Board. Under the terms provided in the subscription agreement, the Series A Preferred Stock immediately vested on the grant date and the holder was entitled to exchange the vested shares after the fifth anniversary of the date of issuance. This exchange right expired on March 27, 2024. The Company has the right to redeem the Series A Preferred Stock ( 1.0 million shares) at a redemption price of $ 0.01 per share. The Company plans to redeem these shares of Series A Preferred Stock in accordance with their terms. An (income) expense of $ 0.0 , $ 0.0 , and $( 0.8 ), was recorded during fiscal 2026, 2025 and 2024, respectively, and has been included in Selling, general and administrative expenses on the Consolidated Statements of Operations. As of June 30, 2026 and 2025, the Company classified nil of Series A Preferred Stock as a liability, recorded in Other noncurrent liabilities in the Consolidated Balance Sheet. Convertible Series B Preferred Stock In 2020, the Company completed the issuance and sale to KKR Rainbow Aggregator L.P. (“KKR Aggregator”) of 1.0 million shares of Convertible Series B Preferred Stock, par value $ 0.01 per share, for an aggregate purchase price of $ 1,000 per share. On August 27, 2021, KKR Aggregator and its affiliated investment funds sold 146,057 shares of Series B Preferred Stock, to HFS Holdings S.à r.l, that is beneficially owned by Peter Harf, a former 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. L.P. and its affiliates (“KKR”) has fully redeemed/exchanged all of their Series B Preferred Stock. Cumulative preferred dividends accrue daily on the Series B Preferred Stock at a rate of 9.0 % per year. During the twelve months ended June 30, 2026, 2025, and 2024, the Board of Directors declared dividends on the Series B Preferred Stock of $ 13.2 , $ 13.2 , and $ 13.2 and paid accrued dividends of $ 13.2 , $ 13.2 , and $ 13.2 , respectively. As of June 30, 2026 and 2025, the Series B Preferred Stock had outstanding accrued dividends of $ 3.3 . F-52 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Dividends - Common Stock On April 29, 2020, the Board of Directors suspended the payment of dividends on Common Stock. No dividends on Common Stock were declared for the year ended June 30, 2026. 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 $ 0.0 , $ 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. Treasury Stock - Share Repurchase Program Since February 2014, the Board has authorized the Company to repurchase its Class A Common Stock under approved repurchase programs. On February 3, 2016, the Board authorized the Company to repurchase up to $ 500.0 of its Class A Common Stock, and on November 13, 2023, the Board increased the Company’s share repurchase authorization by an additional $ 600.0 (the “Share Repurchase Program”). Repurchases may be made from time to time at the Company’s discretion, based on ongoing assessments of the capital needs of the business, the market price of its Class A Common Stock, and general market conditions. As of June 30, 2026, the Company has $ 796.8 remaining under the Share Repurchase Program. In June 2022, December 2022 and November 2023, the Company entered into forward repurchase contracts (the “Forward” and together the “Forwards”) with three large financial institutions (“Counterparties”) to start hedging for potential $ 200.0 , $ 196.0 , and $ 294.0 share buyback programs in 2024, 2025 and 2026, respectively. In connection with the June 2022, December 2022, and November 2023 Forward transactions, the Company incurred certain execution fees of $ 2.0 , $ 2.0 , and $ 2.9 , respectively, which were recognized as a premium to the forward price recorded at inception and amortized ratably over the contract periods. In February 2024, the Company elected to physically settle the June 2022 Forward for a cash payment of $ 200.0 in exchange for 27.0 million shares of its Class A Common Stock. The fair value of the shares repurchased was approximately $ 350.6 , which was recorded as an increase to Treasury stock in the Consolidated Balance Sheets and Consolidated Statements of Equity. In December 2024, the Company entered into an agreement to extend the maturity date of the December 2022 forward repurchase contracts by one year to fiscal 2026. 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. 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. The interest rates are variable, based on the United States secured overnight funding rate (“SOFR”) plus a spread. The weighted average interest rate plus applicable spread for the December 2022 and November 2023 Forward transactions were 6.9 % and 6.8 %, respectively, as of June 30, 2026. As part of the December 2022 Forward transaction, the Counterparties purchased approximately 22.5 million shares of the Company’s Class A Common Stock. In addition, as part of the November 2023 Forward transaction, the Counterparties purchased 25.0 million shares of the Company’s Class A Common Stock. These Forward agreements require the Company to: (i) repurchase the shares on or before December 15, 2025 and December 31, 2025, respectively, at a price based on the weighted average of the daily volume weighted average price (“VWAP”) during the initial acquisition period (“Initial Price”); or (ii) at the Company’s option, pay or receive the difference between the Final Price, defined as the weighted average of the daily VWAP during the unwind period as defined in the agreement, and Initial Price of the Forwards. In addition, the Forwards include a provision for a potential true-up in cash upon specified changes in the price of the Company’s Class A Common Stock relative to the Initial Price (“Hedge Valuation Adjustment”). Such Hedge Valuation adjustment shall not result in a termination date or any adjustment of the number of Coty’s Class A Common Stock shares purchased by the Counterparties at inception. In October 2024, the price of Coty’s Class A shares declined below the threshold specified in the Hedge Valuation Adjustment for the November 2023 Forward, which resulted in a cash payment of $ 61.8 to the Counterparties. In November 2024, the Company entered into agreements with the Counterparties for a temporary contractual amendment to the Hedge Valuation Adjustment, which was effective from October 2024 through February 2025, resulting in a refund of $ 61.8 from the Counterparties. The amendment did not apply to the December 2022 Forward. F-53 COTY INC. & SUBSIDIARIES 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. In the event the Company declares and pays any cash dividends on its Class A Common Stock, the Forward Counterparties will be entitled to such dividend payments and payable at termination of the Forwards. Since the Forwards permit a net cash settlement alternative in addition to the physical settlement, the Company accounted for the Forwards initially and subsequently at their fair value, with changes in the fair value recorded in Other expense, net in the Consolidated Statement of Operations. See Note 18 - Derivative Instruments for additional information. The fair values of the Company’s Forwards were $( 0.4 ) and $( 77.5 ) as of June 30, 2026 and 2025, respectively. The Forwards are valued principally based on the change in the quoted market price of the Company’s common stock price between the inception date and the end of the period. We classify these instruments as Level 2. Accumulated Other Comprehensive (Loss) Income Foreign Currency Translation Adjustments (Losses) Gains on Cash Flow Hedges (Losses) Gains on Net Investment Hedge Foreign Currency Translation Adjustments Pension and Other Post-Employment Benefit Plans Total Beginning balance at July 1, 2024 $ 2.1 $ ( 23.0 ) $ ( 823.0 ) $ 48.8 $ ( 795.1 ) Other comprehensive income (loss) before reclassifications ( 0.8 ) ( 181.8 ) 240.3 10.2 67.9 Net amounts reclassified from AOCI/(L) (a) ( 2.4 ) — — ( 3.8 ) ( 6.2 ) Net current-period other comprehensive income (loss) ( 3.2 ) ( 181.8 ) 240.3 6.4 61.7 Ending balance at June 30, 2025 $ ( 1.1 ) $ ( 204.8 ) $ ( 582.7 ) $ 55.2 $ ( 733.4 ) Other comprehensive income (loss) before reclassifications ( 0.9 ) 19.4 ( 17.8 ) 14.9 15.6 Net amounts reclassified from AOCI/(L) (a) 1.7 — — ( 4.2 ) ( 2.5 ) Net current-period other comprehensive income (loss) 0.8 19.4 ( 17.8 ) 10.7 13.1 Ending balance at June 30, 2026 $ ( 0.3 ) $ ( 185.4 ) $ ( 600.5 ) $ 65.9 $ ( 720.3 ) (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). 21. SHARE-BASED COMPENSATION PLANS 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. As of June 30, 2026, approximately 37.8 million shares of Class A Common Stock were reserved and available to be granted pursuant to these Plans. The Company may satisfy the obligation of its stock-based compensation awards with new shares. F-54 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) Total share-based compensation is shown in the table below: 2026 2025 2024 Equity plan expense (a) $ 46.1 $ 49.9 $ 88.5 Liability plan expense 0.2 0.1 0.3 Total share-based compensation expense (b) $ 46.3 $ 50.0 $ 88.8 Income tax benefits recognized in earnings related to share-based compensation $ 2.7 $ 2.1 $ 3.0 (Deficiencies) Excess tax benefits related to share-based compensation $ 2.0 $ ( 0.4 ) $ 1.1 (a) Equity plan shared-based compensation expense of $ 46.1 , $ 49.9 , and $ 88.5 was recorded to additional paid in capital and presented in the Consolidated Statement of Equity for the fiscal years ended June 30, 2026, 2025, and 2024, respectively. (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. 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: 2026 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. F-55 COTY INC. & SUBSIDIARIES 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. 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. The Company’s outstanding non-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 (in years) Aggregate Intrinsic Value Outstanding at July 1, 2025 3.4 $ 13.89 Forfeited ( 0.6 ) $ 17.68 Outstanding at June 30, 2026 2.8 $ 13.08 Vested and expected to vest at June 30, 2026 2.8 $ 13.08 2.18 $ — Exercisable at June 30, 2026 2.8 $ 13.08 2.18 $ — 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 as a liability as of June 30, 2026, 2025 and 2024 and the Company recognized (income) expense of $ 0.0 , $ 0.0 and $( 0.8 ) in fiscal 2026, 2025 and 2024, respectively. Pursuant to the Series A Preferred Stock subscription agreement dated March 27, 2017, the vested Series A Preferred Stock expired on March 31, 2024. As such, the fair value of the outstanding Series A Preferred Stock was zero and no valuation was performed. See Note 20—Equity and Convertible Preferred Stock for additional information. F-56 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 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 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 a total of 10,416,665 PRSUs in five equal tranches over the next five years . Ms. 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. Ms. 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; and (v) 30 % on September 1, 2028, in each case subject to Ms. 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. Mr. 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 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 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: Shares (in millions) Weighted Average Grant Date Fair Value Nonvested at July 1, 2025 19.1 $ 9.72 Granted 12.0 $ 3.14 Vested ( 9.4 ) $ 9.17 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. F-57 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ 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: Shares (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 total intrinsic value of PRSUs vested during fiscal 2026, 2025 and 2024 was $ 4.7 , $ 0.0 , and nil . Restricted Stock During fiscal 2026, 2025 and 2024, 0.0 million, 0.0 million, and 0.3 million, restricted stock awards were granted under the Omnibus LTIP, respectively. 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 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. Phantom Units On July 21, 2015, the Board granted Mr. 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. Becht. The award to Mr. Becht was made outside of the Company’s Omnibus LTIP. On July 24, 2015, Mr. Becht elected to receive payment of the phantom units in the form of shares of Class A Common Stock and the phantom units were valued at $ 8.0 . The phantom units vested on the fifth anniversary of the grant date and remain outstanding as of June 30, 2026. 22. NET (LOSS) INCOME ATTRIBUTABLE TO COTY INC. PER COMMON SHARE Net (loss) income attributable to Coty Inc. common stockholders per common share (“basic EPS”) is computed by dividing net (loss) income attributable to Coty Inc. less any dividends on Series B Preferred Stock by the weighted-average number of common shares outstanding during the period. Net (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 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. is adjusted through the application of the two-class method of income per share to reflect a portion of the periodic adjustment of the redemption value in excess of fair value of the redeemable noncontrolling interests. There is no excess of redemption value over fair value of the redeemable noncontrolling interests in fiscal 2026, 2025 and 2024. In addition, there are no participating securities requiring the application of the two-class method of income per share. F-58 COTY INC. & SUBSIDIARIES 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: Year Ended June 30, 2026 2025 2024 Amounts attributable to Coty Inc.: Net (loss) income $ ( 604.8 ) $ ( 367.9 ) $ 89.4 Convertible Series B Preferred Stock dividends ( 13.2 ) ( 13.2 ) ( 13.2 ) Net (loss) income attributable to common stockholders ( 618.0 ) ( 381.1 ) 76.2 Net (loss) income attributable to common stockholders $ ( 618.0 ) $ ( 381.1 ) $ 76.2 Weighted-average common shares outstanding: Weighted-average common shares outstanding—Basic 877.4 870.9 874.4 Effect of dilutive stock options and Series A Preferred Stock (a) — — 0.1 Effect of restricted stock, PRSUs and RSUs (b) — — 8.9 Effect of Convertible Series B Preferred Stock (c) — — — Effect of Forward Repurchase Contracts (d) — — — Weighted-average common shares and common share equivalents outstanding—Diluted 877.4 870.9 883.4 Earnings (losses) per common share (Losses) earnings per common share - basic $ ( 0.70 ) $ ( 0.44 ) $ 0.09 (Losses) earnings per common share - diluted (e) $ ( 0.70 ) $ ( 0.44 ) $ 0.09 (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, 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. (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. (e) Diluted EPS is adjusted by the effect of dilutive securities, including awards under the Company's equity compensation plans, the convertible Series B Preferred Stock, and the Forward Repurchase Contracts. When calculating any potential dilutive effect of stock options, Series A Preferred Stock, restricted stock, PRSUs and RSUs, the Company uses the treasury method and the if-converted method for the Convertible Series B Preferred Stock and the Forward Repurchase Contracts. The treasury method typically does not adjust the net (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. 23. LEGAL AND OTHER CONTINGENCIES Legal Matters The Company is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business, including consumer class or collective actions, personal injury (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, except for litigation related to cosmetic talcum powder discussed below. 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, F-59 COTY INC. & SUBSIDIARIES 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. As the outcomes of such proceedings are unpredictable, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, prospects, financial condition, results of operations, cash flows or the trading price of its securities. Cosmetic Talcum Powder Matters. The Company has been named as a defendant in numerous civil actions alleging that certain cosmetic talcum powder products sold by the Company were contaminated with asbestos leading to 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. , Case No. 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. , Index No. 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 F-60 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) members. 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 June 30, 2026 Aug-20 State sales tax credits, which the Treasury Office of the State of Goiás considers as improperly registered ICMS 2017-2019 R$ 870.9 million (approximately $ 168.3 ) 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$ 519.2 million (approximately $ 100.4 ) (a) Mar-24 IPI 2020 R$ 40.4 million (approximately $ 7.8 ) Nov-20 State sales taxes, which the Treasury Office of the State of Minas Gerais considers as improperly calculated ICMS 2016-2019 R$ 264.9 million (approximately $ 51.2 ) Jun-21 State sales tax, which the Treasury Office of the State of Goiás considers as improperly calculated (a) 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. 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. 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, 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 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 filed an annulment action and is currently awaiting judgment. The Company has been required to provide surety F-61 COTY INC. & SUBSIDIARIES 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. The Company expects that cases may move from the administrative to the judicial process in case Coty does not receive a favorable decision at the administrative level, although the exact timing is uncertain. For cases in the judicial process, the Company will be required to make a judicial deposit or enter into a surety bond for the disputed tax assessment, interest and penalties. The judicial process in Brazil is likely to take a number of years to conclude. The Company is seeking favorable judicial and administrative decisions on the tax enforcement actions filed by the tax authorities for these assessments. 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. Other Commitments 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 24. RELATED PARTY TRANSACTIONS Performance Guarantee 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 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. The maximum potential future payments that the Company could be required to make, if the assignee was to default as of June 30, 2026, would be approximately $ 2.6 . The Company has assessed the probability of default by the assignee and has determined it to be remote. Wella 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. and Brazil. 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. F-62 COTY INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ in millions, except per share data) 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. 25. SUBSEQUENT EVENTS 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. F-63 COTY INC. & SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended June 30, 2026, 2025, and 2024 ($ in millions, except per share data) Valuation and Qualifying Accounts (a) Description Three Years Ended June 30, Balance at Beginning of Period Charged to Costs and Expenses Deductions Balance at End of Period Allowance for doubtful accounts and other customer deductions: 2026 $ 29.0 13.0 ( 9.4 ) (a) $ 32.6 2025 24.3 12.3 ( 7.6 ) (a) 29.0 2024 23.2 8.9 ( 7.8 ) (a) 24.3 Allowance for customer returns: 2026 $ 52.6 139.9 ( 140.7 ) $ 51.8 2025 63.8 132.2 ( 143.4 ) 52.6 2024 82.8 112.6 ( 131.6 ) 63.8 Deferred tax valuation allowances: 2026 $ 274.1 16.4 ( 2.8 ) $ 287.7 2025 151.4 128.9 ( 6.2 ) 274.1 2024 60.7 100.9 ( 10.2 ) 151.4 (a) Includes amounts written-off, net of recoveries and cash discounts. S-1