Item 9A. Controls and Procedures
Item 9 A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer
have reviewed and evaluated the effectiveness of our disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
and 15d-15(e)) as of the end of the period covered by this annual report on
Form 10-K (the “Evaluation Date”). In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, could provide only reasonable
assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Based on this evaluation, the
Company's Chief Executive Officer and Chief Financial Officer concluded that,
as a result of the material weakness in internal control over financial
reporting described below in “Management’s Annual Report on Internal Control
over Financial Reporting”, the Company’s disclosure controls and procedures
were not effective as of December 31, 2025.
50
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934, to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles
(“GAAP”).
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Additionally,
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 compliance with policies or procedures may deteriorate.
M anagement, with the participation of the Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2025,
based on the criteria set forth in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on this evaluation, management determined that we did
not maintain effective internal control over financial reporting as of December
31, 2025, as the Company has not remediated the material weakness described
below. A material weakness is a deficiency, or combination of deficiencies, in
internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of the Company’s annual or interim
financial statements will not be prevented or detected on a timely basis.
Previously Reported Material Weaknesses
A s previously disclosed in Part II, Item 9A of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2024, management
identified the following material weakness in internal control over financial
reporting;
The
Company does not have an annual risk assessment process sufficiently designed
to identify the risks that could impact on the Company’s consolidated financial
statements. This includes processes to review any previously recognized risks
and identify any potential new risks that could have a material impact on the
Company. As a result, the Company could not properly assess if the key controls
in place were sufficient to mitigate the risks of material misstatement and the
Company could not adequately provide oversight over the testing of management’s
internal control over financial reporting.
In response to this material weakness, the following remedial actions have been implemented by the Company:
hired an experienced Chief Audit Executive to improve our internal control over financial reporting capabilities.
engaged a third party firm to assist us with
designing and implementing a risk assessment process and establish processes
and controls to support an effective control environment.
completed
a global entity wide risk assessment process.
performed
a risk assessment over the IT systems used as part of financial reporting and
business processes, including various layers of technology.
designed
and implemented risk assessment procedures and monitoring activities; and
implemented
additional review and reconciliation controls to support the period end
financial reporting process.
Additionally, we are completing design enhancements to certain
process-level controls, including controls over the approval of pricing for our
products and implementing
appropriate segregation of duties for manual journal entries. These enhancements include
system-supported improvements designed to strengthen our ability to identify,
assess, and monitor risks of material misstatement .
While we have made significant
progress towards the remediation of the material weakness noted above,
management has concluded that the material weakness as of December 31, 2024 was not fully remediated
as of December 31, 2025. The remaining material weakness will not be considered
remediated until the applicable controls operate for a sufficient period of
time and management has concluded, through testing, that these controls are
operating effectively.
Despite the finding of this material weakness, we have concluded that our consolidated financial statements and related notes thereto included in this Annual Report on Form 10-K fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of , and for, the periods presented.
51
Also as previously disclosed in Part II-Item 9A "Controls
and Procedures" in our Annual Report on Form 10-K for the year ended
December 31, 2024, we identified a material weakness in our internal control
over financial reporting related to the following:
The
Company did not design and maintain an effective control environment
commensurate with its financial reporting requirements. Specifically, the
Company did not maintain sufficient documentation to evidence that controls
have operated as designed with respect to key financial statement accounts and
assertions.
T he
Company did not design and maintain effective information technology general
controls related to user access at our Interparfums SA subsidiary, which
limited management’s ability to rely on technology-dependent controls relevant
to the preparation of the Company’s consolidated financial statements.
During fiscal 2025,
management implemented remedial actions to address these material
weaknesses. These actions included strengthening documentation protocols to
ensure that sufficient evidence of control execution is retained, enhancing
management review procedures over key financial reporting controls, and
providing training to control owners regarding internal control documentation
and execution requirements.
With respect to the Information Technology General Controls ("ITGC") material weakness related to user access, the Company implemented
improvements to its access management processes, including removing
inappropriate privileged access rights (including SAP‑ALL access), implementing
role‑based access controls designed to enforce appropriate segregation of
duties, and establishing periodic user access review procedures to monitor
access to financial reporting systems. The Company also implemented monitoring
controls designed to identify and remediate inappropriate access on a timely
basis.
We ha ve completed our testing of both the design and
operating effectiveness of these controls and have determined that these controls
have been appropriately designed and implemented, and have operated effectively
for a sufficient period of time for management to conclude, that these two previously identified material weaknesses have been remediated as of December
31, 2025.
Changes in Internal Control Over Financial Reporting
Except as described above, there were no significant
changes in our internal control over financial reporting (as defined in Rule
13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended), that occurred during the fiscal quarter of the year ended December 31, 2025
that have materially affected or are reasonably likely to materially affect the
Company’s internal control over financial reporting.
Item 9B. Other Information.
(a) None.
(b) During the fourth quarter of 2025 , no director or officer has adopted or terminated either any “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement ,” as such terms are defined in the applicable regulation.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
52
PART III
Item 10 . Directors, Executive Officers and Corporate Governance
Executive Officers and Directors
As of the date of this report, our executive officers and directors were as follows:
Name
Position
Jean Madar
Chairman of the Board, Chief Executive Officer of Interparfums, Inc. and Director General of Interparfums SA
Philippe Benacin
Vice Chairman of the Board, President of Interparfums, Inc. and Chief Executive Officer of Interparfums SA
Michel Atwood
Director and Chief Financial Officer
Philippe Santi
Director and Executive Vice President of Interparfums SA
Herve Bouillonnec
Director and Global Chief Commercial Officer for Interparfums, USA LLC
François Heilbronn
Director
Robert Bensoussan
Director
Veronique Gabai-Pinsky
Director
Gilbert Harrison
Director
Gerard Kappauf
Director
Patrick Bousquet-Chavanne
Director
Our directors will serve until the next annual meeting
of stockholders and thereafter until their successors shall have been elected
and qualified. Messrs. Jean Madar and Philippe Benacin have a verbal agreement
or understanding to vote their shares and the shares of their respective
holding companies in a like manner.
With the exception of Mr. Benacin, the officers are
elected annually by the directors and serve at the discretion of the Board of Directors. There are no family relationships between executive officers or
directors of our Company.
Board of Directors
Our Board of Directors has the responsibility for
establishing broad corporate policies and for the overall performance of our
Company. Although certain directors are not involved in day-to-day operating
details, members of the Board of Directors are kept informed of our business by
various reports and documents made available to them. Our Board of Directors
held seventeen (17) meetings (or executed consents in lieu thereof), including meetings of
committees of the full Board of Directors during 2025, and all of the directors
attended at least 75% of the meetings (or executed consents in lieu thereof) of
the full Board of Directors and committees of which they were a member. Our Board of Directors presently consists of eleven (11) directors.
We have adopted a Code of Conduct that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, as well as other persons performing similar functions
and all employees, applicable, and we agree to provide to any person without
charge, upon request, a copy of our Code of Conduct. Any person who requests a
copy of our Code of Conduct should provide their name and address in writing
to: Interparfums, Inc., 551 Fifth Avenue, New York, NY 10176, Att.: Shareholder
Relations. In addition, our Code of Conduct is also maintained on our website,
at www.interparfumsinc.com.
During 2025 , our Board of Directors had the following standing committees:
●
Audit Committee – The Audit Committee has the
sole authority and is directly responsible for, the appointment, compensation
and oversight of the work of the independent accountants employed by our
Company which prepare or issue audit reports for our Company. During 2025, this
committee consisted of Messrs. Francois Heilbronn, the Chairman, and Robert
Bensoussan, and Ms. Gabai-Pinsky. The
charter of the Audit Committee is posted on our Company’s website.
53
The
Company does not have an “audit committee financial expert” within the
definition of the ap plicable Securities and Exchange Commission rules. Finding
qualified nominees to serve as a director of a public company without the
comparable financial resources of other larger, more established companies has
been challenging. In addition, despite the applicable Securities and Exchange
Commission rule which states that being named as the audit committee financial
expert does not impose any greater duty, obligation or liability, our Company
has been met with resistance from both present and former directors to being
named as such, primarily due to potential additional personal liability.
However, as the result of the background, education and experience of the
members of the Audit Committee, our Board of Directors believes that such
committee members are fully qualified to fulfill their obligations as members
of the Audit Committee. The Chair of the Audit Committee, Mr. François
Heilbronn, is a graduate of Harvard Business School with a Master of Business
Administration degree and is currently the managing partner of the consulting
firm of M.M. Friedrich, Heilbronn & Fiszer which is specialized in busines s
strategy and complex financial operations and investments.
●
Executive Compensation and Stock Option
Committee – The Executive Compensation and Stock Option Committee oversees the
compensation of our Company’s executives and administers our Company’s stock
option plans. During 2025, this committee consisted of Messrs. Francois
Heilbronn, the Chairman, and Robert Bensoussan, and Ms. Gabai-Pinsky. The
charter of the Executive Compensation and Stock Option Committee as amended as of the date of this report is posted on
our Company’s website.
●
Nominating Committee – During 2025, this
committee consisted of Messrs. Francois Heilbronn, the Chairman, and Robert
Bensoussan, and Ms. Gabai-Pinsky. The purpose of the Nominating Committee is to
determine and recommend qualified persons to the Board of Directors who will be
put forth as management’s slate of directors for vote of the Corporation’s
stockholders, as well as to fill vacancies in the Board of Directors. The
charter of the Nominating Committee as amended as of the date of this report is posted on our Company’s website.
We have adopted a board diversity policy, which was
revised in early 2024 and in 2025. This policy provides that the selection of candidates
for appointment to our board will be based on an overriding emphasis on merit,
but the Nominating Committee will seek to fill board vacancies by considering
candidates that bring a diversity of background and industry or related
expertise to our board. The Nominating Committee is to consider an appropriate
level of diversity having regard for factors such as skills, business and other
experience, education, gender, age, ethnicity and geographic location. A copy
of the board diversity policy as amended as of the date of this report is posted on our Company’s website.
Of the eleven (11) board of directors of our Company, we presently
have one (1) member who self-identifies as a female and white, and one (1) male
member who identifies as Hispanic and white (two or more races or ethnicities).
Business Experience
The following sets forth biographical information as
to the business experience of each executive officer and director of our
Company for at least the past five years.
Jean
Madar
Jean Madar, age 65, a Director, has been the Chairman
of the Board since our Company’s inception, and is a co-founder of our Company
with Mr. Philippe Benacin. From inception until December 1993, he was the
President of our Company; in January 1994, he became Director General of
Interparfums SA, our Company’s subsidiary; and in January 1997, he became Chief
Executive Officer of our Company. Mr. Madar was previously the managing
director of Interparfums SA, from September 1983 until June 1985. At such
subsidiary, he had the responsibility of overseeing the marketing operations of
its foreign distribution, including market research analysis and actual
marketing campaigns. Mr. Madar graduated from The French University for Economic
and Commercial Sciences (ESSEC), the prestigious French business school, in
1983. We believe that Mr. Madar’s skills in guiding, leading and determining
the strategic direction of our Company since its inception together with Mr.
Benacin, in addition to his contacts in the fragrance and cosmetic industry,
render him qualified to serve as a member of our Board of Directors.
54
Philippe Benacin
Mr. Benacin, age 67, a Director, is President of our
Company and the Chief Executive Officer of Interparfums SA, has been the Vice
Chairman of the Board since September 1991, and is a co-founder of our Company
with Mr. Madar. He was elected the Executive Vice President in September 1991,
Senior Vice President in April 1993, and President of the Company in January
1994. In addition, he has been the President of our Company and Chief Executive
Officer of Interparfums SA for more than the past five years. Mr. Benacin
graduated from The French University for Economic and Commercial Sciences
(ESSEC), the prestigious French business school, in 1983. In June 2014 Mr.
Benacin was elected as a member of the Supervisory Board of Vivendi, and
Chairman of its Corporate Governance, Nominations and Remuneration Committee.
We believe that Mr. Benacin’s skills in guiding, leading and determining the
strategic direction of our Company since its inception together with Mr. Madar,
in addition to his contacts in the fragrance and cosmetic industry, render him
qualified to serve as a member of our Board of Directors.
Michel
Atwood
Mr. Atwood, age 56, became our Chief Financial Officer
on September 6, 2022, and was first elected
to our Board of Directors at the 2022 Annual Meeting held in September 2022.
From September 2018 through March 2022 while at Estée
Lauder, Mr. Atwood had strategic oversight for the fragrance category across
that company and operational accountability for several of its fragrance
brands. He also had senior level merger and acquisition (“M&A”) duties,
including acquisition integration and brand divestitures/discontinuations. Over
his nearly four years at Estée Lauder, he also drove cross-brand synergies
across research and development and supply chain for the fragrance category.
From February 2017 to August 2018, he was an independent consultant as an
M&A advisor on multiple fragrance license acquisitions and also acted as a
private investor.
From 1995 to 2017, Mr. Atwood has held several
executive positions at Procter & Gamble (“P&G”) in France, Switzerland,
Italy and Germany. His final title at P&G was Divisional CFO of Global
Prestige Fragrances, leading a 90 member team, and ultimately spearheading the
divestiture of that division to Coty. Earlier he was CFO Global Markets –
Prestige Fragrances, a business generating over $2 billion in sales, where he
headed a globally dispersed team of 60 people supporting the go-to-market organization
(affiliates, Travel Retail and distributors) of the Prestige Division. Before
that, he was Global Prestige Director of Strategic Planning, Licensing and
Acquisition shaping and executing the overall business direction and licensing
and acquisition strategy of P&G’s Global Fragrance and Premium skin and
cosmetics businesses.
Michel Atwood holds a master’s degree in software
engineering from the Institut National des Sciences Appliquées of Lyon, and a
master’s in international finance from HEC Paris, the prestigious French
business school. He also earned the designation of Certified Management
Accountant from the Institute of Management Accountants. He has a truly
international background, working/living in France, Switzerland, the U.S.,
Canada, Turkey and Italy. We believe that Mr. Atwood’s skills and experience in
accounting, international tax, mergers and acquisitions, as well as his
knowledge of the fragrance industry, render him qualified to serve as a member
of our Board of Directors.
Philippe
Santi
Philippe Santi, age 64, and a Director since December
1999, is the Executive Vice President of Interparfums SA. Mr. Santi, who is a
Certified Accountant and Statutory Auditor in France, was the Chief Financial
Officer of Interparfums SA beginning in February 1995 until November 2023.
Prior to February 1995, Mr. Santi was the Chief Financial Officer for Stryker
France and an Audit Manager for Ernst and Young. We believe that Mr. Santi’s
skills in accounting and tax, as well as his knowledge of the fragrance
industry and our Company’s European based operations, render him qualified to
serve as a member of our Board of Directors.
55
Francois
Heilbronn
Mr.
Heilbronn, age 65, a Director since 1988, an independent director and Chairman of
the Audit Committee, Nominating Committee and the Executive Compensation and
Stock Option Committee, is a graduate of Harvard Business School with a Master
of Business Administration degree and is currently the managing partner of the
consulting firm of M.M. Friedrich, Heilbronn & Fiszer. He was formerly
employed by The Boston Consulting Group, Inc. from 1988 through 1992 as a
manager. Mr. Heilbronn graduated from Institut d’ Etudes Politiques de Paris in
June 1983. From 1984 to 1986, he worked as a financial analyst for Lazard
Freres & Co. In addition, during 2009, Mr. Heilbronn became an Associate
Professor in Business Strategy at Sciences Po, Paris, France. As the result of
his business and financial acumen, as well as his experience as managing
partner of a business consulting firm in the area of mergers and acquisitions
of large international companies in retail, consumer goods and consumer
services throughout the world, we believe Mr. Heilbronn is qualified to serve
as a member of our Board of Directors.
Robert Bensoussan
Mr. Robert Bensoussan, age 68, has served as a
Director since March 1997 and is an independent director. He is a member of the
Audit Committee, Nominating Committee, and the Executive Compensation and Stock
Option Committee. Mr. Bensoussan founded RBS Conseil, an investment
company focused on retail and branded luxury goods. He remains an investor in
Hapy Sweet Bee Ltd., a natural health food products company.
Mr.
Bensoussan currently serves as Chairman of Oriflame Holding Limited and
Oriflame Investment Holding PLC, a global beauty and wellbeing company
operating in approximately 60 markets through a multilevel marketing model and
supported by approximately three million beauty entrepreneurs worldwide, a role
he has held since 2025. He is also Chairman of the Supervisory Board of
2Ride Holding, a Marseille-based European leader in premium protective gear for
motorcycle riding and outdoor sports, since 2025.
Previously, Mr. Bensoussan was Chief Executive Officer
of J. Choo Limited from 2001 to 2007 and a member of its board from 2001 to
2011, during which time the company operated as a privately held luxury shoe
wholesaler and retailer. He also served as Chairman of Camaïeu, a French retail
conglomerate, and as a board member of Celio International and Vivarte. In
2019, Mr. Bensoussan resigned after six years as the only non-North American
board member of Lululemon Athletica Inc. Following the successful sale of the
company in 2021, he stepped down from the board of Feelunique.com, one of
Europe’s largest online beauty retailers, after nine years of service. Mr.
Bensoussan has also served on the boards of SNS, a prominent aspirational
streetwear and entertainment hub, Pronovias, the worldwide leader in wedding
dresses and Yonderland, Europe’s largest premium outdoor retailer.
We believe Mr. Bensoussan is qualified to serve as a
member of our Board of Directors due to his business and financial acumen and
his experience in the retail and branded luxury goods market.
Veronique Gabai-Pinsky
Ms. Gabai-Pinsky, age 60, was elected for the first
time to our board as an independent director in September 2017. She became a
director of Interparfums, SA in April 2017. She is currently operating a
startup specialty fragrance business, a director of Lifetime Brands (Nasdaq:
LCUT), which is in the home goods business, and a member of the board of
directors of Parfums de Marly, a privately held company. She was President of
Vera Wang Group from January 2016 through June 2018, after a year of consulting
with the company and she oversaw all product categories and markets. Prior to
joining Vera Wang, from 2006 to December 2014, Ms. Gabai-Pinsky was the Global
President for Aramis and Designers Fragrances as well as Beauty Bank and Idea
Bank at The Estée Lauder Companies, reporting to the Chief Executive Officer of
such company. During her tenure, Ms. Gabai-Pinsky developed and ensured the
growth of several beauty and skin care brands, including Lab Series for Men.
She was highly instrumental in the evolution of the fragrance category for such
company, as she improved its overall business model, globally grew brands such
as Donna Karan and Michael Kors, evolved and harmonized the portfolio, divested
dilutive brands and brought in Tory Burch, Zegna and Marni under licenses. She
ultimately actively participated in the acquisitions of Le Labo, Frederic
Malle, and By Kilian and assisted in the transformation of the long-term
strategic direction of such company.
56
In the earlier years of her career, Ms. Gabai-Pinsky
served as Vice President of Marketing and Communication for Guerlain, a
division of LVMH Moet Hennessy Louis Vuitton S.A., where she led the successful
re-launch of Shalimar, the introduction of Aqua Allegoria, and contributed to
the re-focus of the beauty category around its pillars, Terracotta, Meteorites
and Issima, while redesigning all communication strategies and content. She
started her career at L’Oréal, and was also Vice President of Marketing for
Giorgio Armani, where she was instrumental in the overall development of its
fragrance business by developing the successful Acqua di Gio for men and
introducing the Emporio Armani franchise. A graduate from ESSEC Business School
in Paris, France, she has received several awards, including Marketer of the
Year by Women’s Wear Daily in December 2013.
Ms. Gabai-Pinsky is an independent director, and is a
member of the Audit Committee, Executive Compensation and Stock Option
Committee and the Nominating Committee of our Company. We believe Ms.
Gabi-Pinsky is qualified to serve as a member of our Board of Directors due to
her more than 25 years of experience in the luxury, fashion, beauty and
fragrance fields, success as a brand builder, creative thinker, business
acumen, and a broad understanding of consumers, brands and business models.
Gilbert Harrison
Mr. Harrison, age 85, an independent director, was
appointed to our board in April 2018. Mr. Harrison has more than 50 years of
experience in corporate finance and strategic transactions, specializing in the
consumer products space. He began his career in 1965 practicing corporate and
securities law in New York and Philadelphia. In 1971 he founded Financo, which
he grew to become one of the leading independent middle market transaction
firms in the country. In 1985, Financo was acquired by Lehman Brothers, where
the firm’s primary efforts were focused on increasing its expertise in retail,
apparel and other merchandising transactions of all types. At Lehman, Mr.
Harrison was Chairman of the Merchandising Group and on the firm’s Investment
Banking Operating Committee while continuing as Chairman of Financo, which was
renamed the Middle Market Group of Lehman. In 1989, he re-acquired Financo from
Lehman, re-establishing Financo as one of the leading investment banking firms
handling transactions and providing strategic advice in connection with
merchandising companies. Mr. Harrison retired as Chairman of Financo in
December of 2017, after which he formed the Harrison Group, a firm that
provides consulting and financial advisory services to merchandising and products
companies.
Mr. Harrison’s other activities include his membership
and past membership on the Advisory Council of the GRC Global Conference World
Retail Congress, Shoptalk and the Financial Times Business of Luxury Summit.
Additionally, he created a course on mergers and acquisitions at The Wharton
School and has published various articles and academic studies on the state of
retailing and mergers and acquisitions, including a chapter in the book
entitled, “The Mergers and Acquisitions Handbook.” Mr. Harrison lectures throughout
the country, including chairing seminars for Retail Week as well as for the
International Council of Shopping Centers, the National Retail Federation,
Young President’s Center, The Wharton Aresty Institute of Executive Education
and The President’s Association of the American Management Association. He also
appears frequently on Bloomberg TV and CNBC as an expert on retail and apparel.
Mr. Harrison received a Bachelor of Science in
Economics from The Wharton School of The University of Pennsylvania in 1962 and
his Juris Doctor from The University of Pennsylvania Law School in 1965. He is
also Chairman Emeritus of the Fashion Division of UJA, Treasurer, a former board
member of the Southampton Hospital, a retired Director of the Peggy Guggenheim
Collection, and former board member of The Wharton School of the University of
Pennsylvania. We believe Mr. Harrison is qualified to serve as a member of our Board of Directors due to his tremendous depth and breadth of knowledge about
the merchandising and consumer industry, and he has a long track record of
facilitating value-creating transactions for companies in this sector. Mr.
Harrison’s autobiography, Deal Junky , was published in January 2022.
57
Kappauf
Gerard
Kappauf (“Kappauf”), age 64, an independent director, was born in Madagascar.
After studying Classic Literature at the Sorbonne in Paris, he attended the San
Francisco Art Institute on a scholarship and worked as a special effects
make-up artist in Los Angeles. Upon traveling to Paris, Kappauf became
interested in fashion and worked at a Jean Paul Gaultier fashion show. Thanks
to this experience, he began to expand his network by meeting emblematic
figures in the industry such as Paco Rabanne. While providing marketing and
acquisition consulting services to L’Oreal Group during the tenure of Lindsay
Owen Jones as its Chairman, in a bid for independence and emancipation he
founded his own magazine in 1992, Citizen K.
Through Citizen K ,
he realized his ambition to launch a major magazine for a wide audience on
fashion, luxury, culture, and the art of living, truly different from the
magazines already in existence. Citizen K magazine then became Citizen
K International in 2012, a benchmark in fashion, luxury, and lifestyle.
Kappauf expanded the magazine's offering with the launch of Citizen K Homme in
2013, and 2014 was the year of change for Citizen K International with a
new format and a fresh look.
In 2016 Kappauf
launched Citizen K Arabia. This title, distributed in the Middle East,
benefits from editorial development and format adapted to the market. Although
80% of Citizen K International’s editorial content is contained in Citizen
K Arabia, this magazine still features 20% of content tailored to The
Emirates and the Middle East. In 2021, Kappauf launched The Kurator, the
first a-gender magazine in the Middle East, as a luxury supplement to Gulf News,
the leading daily newspaper in the region.
In 2024, Kappauf
launched two new magazines: Citizen K Sport, which combines fashion and
sport, and The Kurator India, the luxury supplement of the country’s
leading business daily, Mint.
Founded in January
1992 by Kappauf, he has been the Chief Executive Officer, and Creative and
Editorial Director of the K Group since inception, which owns Citizen K
magazines in Paris, as well as Enkore Studio in Dubai. Enkore Studio
specializes in visual brand identity, digital content, storytelling and concept
development for the fashion, luxury, beauty, and lifestyle industries. Kappauf
now lives in Dubai. We believe that Kappauf’s perspective on fashion, luxury,
culture, and the art of living will bring diversity of viewpoints to our Board
of Directors.
Patrick Bousquet-Chavanne
Patrick Bousquet-Chavanne, age 67, an independent director,
is an accomplished executive in the fast moving consumer goods and retail
sectors, with over 35 years of international experience across London, Paris,
Dubai, and New York. He has held senior leadership roles at prestigious
companies including, The Estee Lauder Companies Inc, LVMH, Marks & Spencer
PLC, EMAAR PJSC, and most recently served as CEO of ESW Americas. Recently,
Mr. Bousquet-Chavanne spearheads the Abu Dhabi Retail Development Program for
the Abu Dhabi Investment Office, an arm of the Abu Dhabi Department of Economic
Development. From September 2023 to the present, he acts as consultant through
his company, PBC Consulting, in the retail industry.
From October 2020 to September 2023, Mr.
Bousquet-Chavanne served on the Advisory Board of ESW, a leading global direct
to consumer e-commerce service provider where he led Americas operations and
the global luxury practice, focusing on structuring United States operations
for accelerated growth and guiding the diversification and global expansion of
ESW in the luxury, fashion, beauty, and personal care industries.
Previously, as CEO of EMAAR Malls—the owner of The
Dubai Mall, the world’s largest travel retail and entertainment destination—Mr.
Bousquet-Chavanne brought transformative perspectives to the Middle East retail
market during a period of rapid digital transformation. He led the acquisition
of Namshi.com, expanded the Dubai Mall's digital footprint, and introduced
advanced analytics and consumer insight capabilities to enhance customer
experience across channels.
58
Prior to his tenure at EMAAR Malls, Mr.
Bousquet-Chavanne was Chief Customer, Marketing, and Digital Officer at Marks
& Spencer PLC. There, he spearheaded the department store’s digital
transformation, positioning marksandspencer.com as one of the top three online
destinations for clothing and footwear in the United Kingdom. He also led
M&S's Beauty transformation initiative, cantered decision-making on
customer insights, and launched the award-winning Sparks™ CRM program.
Mr. Bousquet-Chavanne is a former Independent Director
of Brown-Forman (NYSE: BF-B), one of the largest American spirits companies,
2005 to 2017, and
previously chaired the Compensation Committee of HSNi (NASDAQ: HSNI), a
multi-channel retailer in the USA.
He holds MBAs from Purdue University Krannert School
of Management and an Advanced Management degree from Stanford Executive Program
in Strategy and Organization. Mr. Bousquet-Chavanne is a CCE, “ Conseiller du
Commerce Exterieur de la France ”, a member of Purdue University's Marketing
Advisory Board and was part of the Retail Leadership Group for The Prince’s
Trust, a UK charity founded by Charles, Prince of Wales. He contributes to
Forbes.com on topics related to beauty and luxury. We believe Mr.
Bousquet-Chavanne’s beauty and retail experience will contribute valuable
insights to our Board of Directors.
Herve Bouillonnec
Hervé Bouillonnec, age 56, is the Global Chief Commercial Officer at Interparfums, USA LLC, a wholly owned subsidiary of
the Company based in New York City, and oversees the commercial strategy and
licensing acquisitions for Interparfums, USA LLC.
Mr. Bouillonnec joined Interparfums, USA LLC in May
2007 to spearhead its worldwide fragrance business, based in New York City. He
brought Interparfums USA his extensive experience in luxury brand management,
including time with Yves Saint Laurent (Kering Group) and Givenchy (LVMH). He
was responsible for growing their prestige beauty and fragrance business to its
full potential in global domestic and travel retail markets. He has strong
leadership skills and is responsible for managing teams worldwide. As an
experienced executive with an entrepreneurial spirit, he continually strives to
grow and build the business, starting from the ground up, with strategic
initiatives to create profitable and economically sound brands.
Mr. Bouillonnec grew up in France and has worked in
the United States since 2001. He is passionate about golf, football, and rugby,
and remains a passionate fan of sports today. He studied in France, England,
and Barcelona, earning a Bachelor of Arts in European Business in Great Britain
and a Master of European Economics from the University of Barcelona in Spain.
He speaks French, Spanish, and English fluently. Hervé enjoys traveling with
his family and lives with his wife and daughter in New York City. We believe
that Mr. Bouillonnec’s extensive experience in building and growing
Interparfums’ fragrance business will be a welcome asset to our Board of
Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 and any amendments to such forms furnished to us, and written representations from various reporting persons furnished to us, we are not aware of any reporting person who has failed to file the reports required to be filed under Section 16(a) of the Securities Exchange Act of 1934 on a timely basis.
59
Insider Trading Policy
The use of material non-public information in securities transactions (“Insider Trading”) or the communication of such information to others who use it in securities trading (“Tipping”) violates the federal securities laws. Such violations are likely to result in harsh consequences for the individuals involved including exposure to investigations by the SEC, criminal and civil prosecution, disgorgement of any profits realized or losses avoided through use of the non-public information and penalties equal to three times such profits or losses. Further, Insider Trading violations expose the Company, its management, and other personnel acting in supervisory capacities to potential civil liabilities and penalties for the actions of employees under their control who engage in Insider Trading violations.
If a director, officer or employee of our Company is
aware of material information relating to the Company, which has not yet been
made available to the public for at least two (2) full business days, then such
person is prohibited by law as well as by Company policy from trading in the
Company’s shares or directly or indirectly disclosing such information to any
other persons so that they may trade in the Company’s shares. It is difficult
to describe what constitutes “material” information, but one should assume that
any information, positive or negative, which might be of significance to an
investor in determining whether to purchase, sell or hold our stock, would be
material.
Information may be significant for this purpose even
if it would not alone determine the investor’s decision. Examples include a
potential business acquisition, internal financial information which departs in
any way from what the market would expect, important product developments, the
acquisition or loss of a major contract, or an important financing transaction.
We emphasize that this list is not meant to be exhaustive, but merely
illustrative.
Not only is it illegal to engage in Insider Trading or
convey such information to others in breach of a duty, it is also generally
illegal to “tip” such information to others who may trade in the securities
involved or to recommend the purchase or sale of securities to others while you
are in possession of such information. It is the policy of the Company that one
should never trade while in possession of material, non-public information or
tip or communicate such information to others without first receiving
authorization from the Company or our counsel. This policy applies to your
personal transactions and those indirectly through a spouse, friend,
corporation or other entity. This applies to the securities of the Company and
of other corporations. Thus, if in the course of the Company’s business, a
person learns of material non-public information concerning another corporation
(such as a customer or supplier) you should abstain from trading in that
corporation’s securities.
Further, this policy applies to securities
transactions by individuals who reside in the same household with directors,
officers and employees of the Company. Strict compliance with these policies
and procedures is expected of all directors, officers and employees and members
of their households, and any infringement thereof may result in sanctions, up
to and including, termination of office or employment.
Insider Trading Procedure
In addition, to avoid the appearance of impropriety, no trading in the Company’s securities is permitted to take place without compliance with the following rules.
●
The person who intends to trade in
the Company’s securities must first contact the Chief Financial Officer of Interparfums,
Inc., prior to any contemplated purchase or sale.
●
There shall be no trading in the
Company’s securities by Company personnel
within ten
(10) full business days before the earlier of
(i) the
issuance of a press release by the Company concerning its periodic financial
information, which occurs approximately five (5) to ten (10) business days
before the filing with the SEC of the Company’s periodic reports, which are due
no later than March 1, May 10, August 9 and November 9 of each year, or
(ii) the
actual filing of such periodic reports; and
until two
(2) full business days AFTER the actual filing of such periodic reports.
●
There shall also be no trading in
the Company’s securities until not less than two (2) full business days after
the release of any other press release or filing with the SEC of a Current
Report on Form 8-K by the Company.
●
In no event shall there be any
trading in the Company’s securities by Company personnel without the prior
consent from the Company.
60
Anti-Hedging Policy
Under the terms of our Anti-Hedging Policy, no
officers, employees or members of our Board of Directors (and their respective
family members or any affiliated entities) may engage in hedging or
monetization transactions involving our securities, including buying any
financial instrument or entering into any transaction that may offset any
potential decrease in the market value of stock options or similar security
that is granted as compensation. This policy also prohibits all actions to
avoid any downward price of such compensation award. This same prohibition
applies as well to any other person or company who is holding such equity
security for the benefit of our employees, officers, directors or family
members. This policy is not intended to prohibit the exercise of our stock
options granted under our stock option plans.
Option Grants Policy and Practice
Option grants to officers and employees have
historically been granted on the last business day of the calendar year, as the
board believes that as a general rule, there should not be any material
non-public information available at that time of year. However, no options were
granted during the years 2025, 2024 and 2023 to any executive officers, other
than Michel Atwood, Chief Financial Officer, who received options to purchase 4,000 shares on the last
business day each such calendar year, respectively, and Mr. Bouillonnec, the Global
Chief Commercial Officer of Interparfums, USA LLC, who also received options to
purchase 4,000 shares on the last business day of each such calendar year. Options have
historically been granted at the fair market value on the date of grant with a
6-year term, and vested 20% each year after the first year on a cumulative
basis. Options granted to officers and employees terminate upon the termination
of association with the Company, for other than death or permanent disability.
Our board authorized automatic grants to our
independent directors commencing on the last business day of each year, which
was approved by our shareholders at the 2023 annual meeting. On December 31,
2025, options to purchase 1,500 shares were granted to all six (6) of our
independent directors, Messrs. Heilbronn, Bensoussan, Harrison, Kappauf,
Bousquet Chavanne and Ms. Gabai-Pinsky at the fair market value on the date of
grant, $84.64 per share.
Clawback
Policy for Erroneously Awarded Executive Compensation
Our Board of Directors has adopted a policy for the
recovery of the award of erroneously awarded incentive compensation for our
executive officers (the “Recovery Policy”). If the Company is required to
prepare an accounting restatement due to the material noncompliance with any
financial reporting requirement under the securities laws, including any
required accounting restatement to correct an error in previously issued
financial statements that is material to the previously issued financial
statements, or that would result in a material misstatement if the error were
corrected in the current period or left uncorrected in the current period,
then, in accordance with the provisions of this Recovery Policy, the Company
will recover reasonably promptly the amount of all Erroneously Awarded
Compensation from its executive officers, as defined below.
The term “Erroneously Awarded Compensation” is defined
in the Recovery Policy as the amount of incentive-based compensation that
exceeds the amount of incentive-based compensation that otherwise would have
been received had it been determined based on the restated amounts, and
computed without regard to any tax liability. For incentive-based compensation
based on stock price or total shareholder return, where the amount of
erroneously awarded compensation is not subject to mathematical recalculation
directly from the information in an accounting restatement, the amount must be
based on a reasonable estimate of the effect of the accounting restatement on
the stock price or total shareholder return upon which the incentive-based
compensation was received.
61
The Recovery Policy applies to all incentive-based
compensation received by an executive officer during the three (3) completed
fiscal years immediately preceding the date that the Company is required to
prepare an accounting restatement, for all incentive-based compensation
received by executive officers on or after October 2, 2023.
Item 11 . Executive Compensation.
Compensation Discussion and Analysis
General
The Executive Compensation and Stock Option Committee
of our Board of Directors is comprised entirely of independent directors and
oversees all elements of compensation (base salary, annual bonus, long-term
incentives and perquisites) of our Company’s executive officers and administers
our Company’s stock option plans, other than the non-employee directors stock
option plan, which is self-executing.
The objectives of our compensation program are
designed to strike a balance between offering sufficient compensation to either
retain existing or attract new executives on the one hand, and maintaining
compensation at reasonable levels on the other hand. We do not have resources
comparable to the cosmetic giants in our industry, and, accordingly, cannot
afford to pay excessive executive compensation. In furtherance of these
objectives, our executive compensation packages generally include a base
salary, as well as annual incentives tied to individual performance and
long-term incentives tied to our operating performance.
Mr. Madar, the Chairman and Chief Executive Officer,
took the initiative after discussions with Mr. Atwood, the Chief Financial
Officer and board member, and recommended executive compensation levels for
executives for United States based operations. Mr. Benacin, the Chief Executive
Officer of Interparfums SA, took the initiative after discussions with Philippe
Santi, the Executive Vice President of Interparfums SA, and recommended
executive compensation levels for executives for European based operations. The
recommendations are presented to the Compensation Committee for its
consideration, and the Compensation Committee makes a final determination
regarding salary adjustments and annual award amounts to executives, including
Jean Madar and Philippe Benacin. Messrs. Madar and Benacin are not present
during deliberations or determination of their executive compensation by the
Compensation Committee. Further, Messrs. Madar and Benacin, in addition to
being executive officers and directors, are our largest beneficial
shareholders, and therefore, their interests are aligned with our shareholder
base in keeping executive compensation at a reasonable level.
The Compensation Committee was pleased that the most
recent shareholder advisory vote on executive compensation held at our last
annual meeting of shareholders in September 2025 overwhelmingly approved the
compensation policies and decisions of the Compensation Committee. The
Compensation Committee has determined to continue its present compensation
policies in order to determine similar future decisions.
Our Compensation Committee believes that individual
executive compensation is at a level comparable with executives in other
companies of similar size and stage of development that operate in the
fragrance industry, and takes into account our Company’s performance as well as
our own strategic goals. During 2025 , the members of such committee consisted of Messrs. Francois Heilbronn and Robert Bensoussan, and Ms.
Gabai-Pinsky.
Elements of Compensation
General
The compensation of our executive officers is
generally comprised of base salaries, including a fee paid to the holding
companies of each of Messrs. Madar and Benacin, annual cash bonuses and
long-term equity incentive awards. In determining specific components of
compensation, the Compensation Committee considers individual performance,
level of responsibility, skills and experience, other compensation awards or
arrangements and overall company performance. The Compensation Committee
reviews and approves all elements of compensation for all of our executive
officers taking into consideration recommendations from the Chief Executive
Officer of our Company and the Chief Executive Officer of Interparfums SA, as
well as information regarding compensation levels at competitors in our
industry.
62
Our named executive officers have all been with the
Company for more than the past ten (10) years, other than Mr. Atwood who joined
our Company in September 2022, with Messrs. Madar and Benacin being founders of
the Company. As Messrs. Madar and Atwood, the Chief Financial Officer, and
Benacin and Santi for European based operations, were most familiar with the
individual performance, level of responsibility, skills and experience of each
executive officer in their respective operating based operations, the
Compensation Committee relies upon the information provided by such executive
officers in determining individual performance, level of responsibility, skills
and experience of each executive officer.
The Compensation Committee views the competitive
marketplace very broadly, which would include executive officers from both
public and privately held companies in general, including fashion and beauty
companies, but not limited to the peer companies contained in the corporate
performance graph contained in our annual report. Generally, rather than tie
the Compensation Committee’s determination of compensation proposals to any
specific peer companies, the members of our committee have used their business
experience, judgment and knowledge to review the executive compensation
proposals recommended to them by Mr. Madar for United States based operations and Mr.
Benacin for European based operations. As such, as a general rule the
Compensation Committee did not determine the need to benchmark any material
item of compensation or overall compensation.
The members of the Compensation Committee have
extensive experience and business acumen and are well qualified in determining
the appropriateness of executive compensation levels. Mr. Heilbronn is a
managing partner of a business consulting firm in the area of mergers and
acquisitions of large international companies in retail, consumer goods and
consumer services throughout the world. Ms. Gabai-Pinsky has executive
experience as the former President of Vera Wang Group, as well as the Global
President for Aramis and Designers Fragrances in addition to Beauty Bank and
Idea Bank at The Estée Lauder Companies. Mr. Bensoussan, the final committee
member, currently serves as Chairman of Oriflame Holding Limited and
Oriflame Investment Holding PLC, a global beauty and wellbeing company. He is
also Chairman of the Supervisory Board of 2Ride Holding, a Marseille-based
European leader in premium protective gear for motorcycle riding and outdoor
sports, since 2025. Finally, he was previously a member of the boards of
lululemon athletica Inc., Feelunique.com, one of Europe’s largest online beauty
retailers, and Jimmy Choo Ltd, from 2001 to 2011.
Base Salary
Base salaries for executive officers are initially
determined by evaluating the responsibilities of the position held and the
experience of the individual, and by reference to the competitive marketplace
for executive talent. Base salaries for executive officers are reviewed on an
annual basis, and adjustments are determined by evaluating our operating
performance, the performance of each executive officer, as well as whether the
nature of the responsibilities of the executive has changed.
As stated above, as Messrs. Madar and Atwood for
United States based operations, and Messrs. Benacin and Santi for European
based operations, were most familiar with the individual performance, level of
responsibility, skills and experience of each executive officer in their
respective based operations, the committee relied upon the information provided
by such executive officers in determining individual performance, level of
responsibility, skills and experience of each executive officer.
For executive officers of
United States based operations, the bulk of their annual compensation is in
base salary including a fee paid to the holding company for Mr. Madar for
services rendered outside the United States. However, for executive officers of
European based operations, base salary comprises a smaller percentage of overall
compensation. We have paid a lower percentage of overall compensation in the
form of base salary to executive officers of European based operations for
several years, principally because European based operations historically have
had higher profitability than United States based operations, and European based
operations are run differently from United States based operations by the Chief
Executive Officer of European based operations, Mr. Benacin. As the result of
this historically higher profitability, European based operations have had the
ability to pay higher bonus compensation in addition to base salary. As bonus
compensation is and has historically been discretionary, no targets were set in
order to maintain flexibility. Further, if results of operations for European
based operations were not satisfactory (again, no target amounts were set to
maintain flexibility), then bonus compensation, as well as overall compensation
could be lowered without otherwise affecting base salary. Further still, by
keeping annual bonus compensation at a higher percentage of overall
compensation and base salary at a lower percentage, our Company benefits
because the base amount for annual salary adjustments would be smaller.
Finally, initial executive compensation matters for Interparfums SA are
authorized by an independent committee, the Interparfums SA Corporate
Governance, Nominations and Remuneration Committee (the “IPSA Remuneration
Committee”).
63
For 2025, Mr. Benacin received a base salary of $846,600 as compared to $821,500 in 2024. Included in this amount are payments made to Mr. Benacin’s holding company
of $250,000 for each year. This same
consulting fee has been paid for more than each of the past three years, in
accordance with the consulting agreement with Mr. Benacin’s holding company,
which provides for review on an annual basis of the amount of compensation
payable to such company.
The Compensation Committee considered the following
salient factors in ratifying Mr. Benacin’s base compensation that was approved
by the IPSA Remuneration Committee, and in authorizing payment to Mr. Benacin’s
holding company; services rendered to United States based operations for
several years by Mr. Benacin in connection with licensing and distribution of
international brands, as well as future services to be performed by Mr. Benacin
internationally relating to licensing and distribution of international brands
for United States based operations.
For 2025, the base salary of Mr. Santi was $548,000 an increase from $514,000 in 2024. Such
increase amounted to 6.2% from the prior year. For IPSA, bonus compensation constituted a larger
portion of total executive compensation, as discussed later in the section. The
Compensation Committee considered the recommendations of Mr. Benacin, base
compensation that was approved by the IPSA Remuneration Committee, results of
operations for the year, as well as the services performed for European based
operations by Mr. Santi in ratifying his salary level.
A different approach is taken for United States based
operations as that based operations is smaller and less profitable. A more
significant base salary is paid in order to attract and retain employees with
the skills and talents needed to run the operation with a lesser emphasis
placed on bonuses. Neither of the executive officers for United States based
operations have employment agreements (although Mr. Madar’s personal holding
company has a consulting agreement that provides for review on an annual basis
of the amount of compensation payable to such company), as we believe that
having flexibility in structuring annual base salary is a benefit, which
permits us to act quickly to meet a changing economic environment.
For each of years 2025, 2024 and 2023, Mr. Madar’s Holding
Company received the same management fee of $2 million. The major factors in
the determination for the lack of an increase in the management fee paid to
Jean Madar Holding SAS were the disappointing sales and results of United
States based operations for 2025. The same two factors also were determinative in the
nominal increase in base salary awarded to Mr. Atwood, the Chief Financial
Officer of both Interparfums, Inc. and its United States based operating subsidiary,
Interparfums, USA LLC.
Mr. Atwood, who became the Chief Financial Officer in
September 2022, was paid a base salary of $721,000 for 2025, a nominal increase
of 3.0% from his 2024 base salary of $700,000. The Compensation Committee
considered the following material factors in approving the base salary of Mr.
Atwood for 2025: his individual performances, level of responsibilities, and
skill, as well as the recommendation of the Chief Executive Officer.
For Mr. Bouillonnec, the Global Chief Commercial
Officer for United States based operations who was elected to our board of
directors for the first time in September 2025, his base salary was $927,000 in
2025, also a 3.0% increase from his salary of $900,000 in 2024, also due to disappointing
sales and results of United States based operations in 2025. As 2024 sales and
results were improved from the prior year, he had received a $50,000 increase
in base salary from $850,000 in 2023, or a 5.8% increase.
64
Bonus Compensation/Annual Incentives
The discretionary bonuses for Mr. Benacin were $475,000 and $411,000, in
recognition of the record setting performances in both sales and earnings of
Interparfums SA, our French operating subsidiary for 2025 and 2024
respectively. In addition, the Compensation Committee agreed with the
recommendations of Mr. Benacin, IPSA Remuneration Committee and the
contributions made by Mr. Santi to the Company’s success
and growth. Mr. Santi was awarded a discretionary bonus of $537,000, $425,000, and $458,000, in 2025, 2024, and 2023,
respectively, or 98% , 83%, and 92%, of his base salary for those years.
A different approach is taken for United States based
operations as they are smaller and less profitable. As
discussed above, a more significant base salary is paid in order to attract and
retain employees with the skills and talents needed to run United States based
operations with a lesser emphasis placed on bonuses. Jean
Madar Holding SAS, the management company beneficially owned by Mr. Madar, the
Chief Executive Officer, has not received any cash bonus for more than in the
past three years.
Mr. Atwood, the Chief Financial Officer, who as part
of a verbal agreement with the Company, is entitled to a guaranteed annual
bonus of $100,000, as well as a $100,000 bonus based upon achieving certain
milestones. For 2025, 2024 and 2023, Mr. Atwood received a discretionary bonus of $110,000, $125,000 and $125,000.
The Compensation Committee considered the same factors in granting these two as in approving his annual base salary.
For Mr. Bouillonnec, his bonus compensation was
relatively constant, $135,000 being paid in 2025, and $150,000 being paid in each of 2023 and 2024, reflecting the decrease in sales for United States based operations in 2025 as compared to 2024.
As required by French law, Interparfums SA maintains
its own profit sharing plan for all French employees who have completed three
months of service, including executive officers of our European based
operations other than Mr. Benacin, the Chief Executive Officer of Interparfums
SA. Benefits are calculated based upon a percentage of taxable income of
Interparfums SA and allocated to employees based upon salary. The maximum
amount payable per year per employee is approximately $37,480.
Calculation of the total annual benefits contribution
is made according to the following formula:
50% of (Interparfums SA fiscal income after taxes, less 2.5% of shareholders’ equity excluding current year income and pension provision)
times a fraction, the numerator of which is wages, and the denominator of which
is net income before tax + wages + taxes (other than income tax) + valuation
allowances + amortization expenses + interest expenses.
Contribution to individual employees is then made pro
rata based upon their individual salaries for the year.
Long-Term Incentives
Stock Options .
In prior years, we had linked long-term
incentives with corporate performance through the grant of stock options.
However, no options were granted in 2021 or 2020 to either employees of United
States based operations or European based operations, as other compensation
arrangements were being considered as part of a review of the executive
compensation strategy. In December 2025, 2024 and 2023, at the recommendation
of the Chief Executive Officer, the Compensation Committee authorized the grant
of a stock option to purchase 4,000, shares for each such year, to Mr. Atwood,
at the fair market value on the dates of grant, as part of his long-term
incentives. Unless the market price of our common stock increases, Mr. Atwood
will have no tangible benefit from this option. Thus, the option holder is
provided with the additional incentive to increase individual performance with
the ultimate goal of increasing our overall performance. We believe that
enhanced executive incentive that result in increased corporate performance
tend to build company loyalty. Mr. Herve Bouillonnec, the Global Chief
Commercial Officer of Interparfums, USA LLC, who is also a member of our board
of directors, was granted a stock option to purchase 4,000 shares at the fair
market value on the dates of grant, for contributions to the Company in such
capacity, not as a member of our board of directors. However, no other stock
option grants were made to other executive officers in 2025, 2024 or 2023,
including Messrs. Jean Madar and Philippe Benacin.
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Interparfums SA Stock Compensation Plans
2025 Free Share Plan – On December 1, 2025, the Board of Interparfums SA (“IPSA”) decided to grant 137,900 free shares of its capital stock to all of the IPSA’s employees and corporate officers subject to their employment on the vesting date of March 1, 2029. Issuance of these shares is based on satisfaction of performance conditions, relating to IPSA's 2028 fiscal year achievement's of consolidated sales and operating income for 45% of the shares and an EcoVadis rating for 10% of the shares.
IPSA used the services of third party to assist them in the valuation of the plan, with the calculations and assumptions as follows:
●
Management expects the rate of staff turnover to be 10%.
●
Using the Monte Carlo method, management expects the performance rate to be 86.2% on the IPSA and subsidiaries consolidated sales, 60% on the consolidated operating income and 80% on the EcoVadis rating.
●
As of December 31, 2025, management, using the above Monte Carlo method assumptions, expects total expenses related to this plan to be valued at $2.2 million (€2 million).
As of December 31, 2025:
●
No shares of IPSA Capital Stock were purchased in the open market and allocated to this plan
$0.1 million of expense was recorded ($0.1 million including social contributions).
2024 - 2023 No
shares were granted to any employees or corporate officers during either year.
2022 Free Share Plan – On March 16, 2022, the Board of Interparfums SA
(“IPSA”) decided to grant 88,400 free shares of its capital stock to all of the
IPSA’s employees and corporate officers having more than 6 months seniority at
the grant date. The free shares were issued in June 2025. Issuance of
those shares is based on satisfaction of performance conditions, relating to
the 2024 IPSA sales for 50% of the shares and 2024 operating income for the
balance.
IPSA used the services of third party to assist them in the valuation of the plan, with the calculations and assumptions as follows:
●
Management expects the rate of
staff turnover to be 12%.
●
Using the Monte Carlo method,
management expects the performance rate to be 80% on the IPSA and
subsidiaries consolidated sales and 80.8% on the consolidated operating
income.
●
As of December 31, 2022 management
has updated its expectation related to the performance rate to be 100% for
both consolidated sales and consolidated operating income based on the above
assumptions, the total expenses related to this plan are valued at $4.1
million.
As of December 31, 2024:
●
96,371 shares of IPSA Capital Stock, representing $ 4.1 million were purchased in the open market and allocated to this plan.
$ 1.4 million of expense was recorded (or $ 1.6 million including social contributions).
As of December 31, 2025:
●
106,046 shares of IPSA Capital Stock, representing $ 4.1 million were purchased in the open market and allocated to this plan. All shares were vested and distributed to eligible employees on June 16, 2025.
$0.7 million of expense was recorded (or $0.9 million including social contributions).
Stock Appreciation Rights
Our stock option plans authorize us to grant stock
appreciation rights, or SARs. An SAR represents a right to receive the
appreciation in value, if any, of our common stock over the base value of the
SAR. To date, we have not granted any SARs under our plans. While the
Compensation Committee currently does not plan to grant any SARs under our
plans, it may choose to do so in the future as part of a review of the
executive compensation strategy.
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Restricted Stock
We have not in the past, and we do not have any future
plans to grant restricted stock to our executive officers. However, while the
Compensation Committee currently does not plan to authorize any restricted
stock plans, the Compensation Committee may choose to do so in the future as
part of a review of the executive compensation strategy.
Other Compensation
For 2025, Mr. Benacin received an automobile allowance of $12,204.
No Stock Ownership Guidelines
We do not require any minimum level of stock ownership
by any of our executive officers. As stated above, Messrs. Madar and Benacin,
are our largest beneficial shareholders, which aligns their interests with our
shareholder base in keeping executive compensation at a reasonable level.
Retirement and Pension Plans
We maintain a 401(k) plan for United States based
operations, and match the first 50% of the first 6% of contributions made by
each employee on an annual basis, as we have determined that base compensation
together with annual bonuses, are sufficient incentives to retain talented
employees. Our European based operations maintain a pension plan for its
employees as required by French law. For each of 2025, 2024, and 2023, each of
Messrs. Benacin and Santi received an increase of approximately $20,000, $19,000, and $17,600,
respectively, in their value of deferred compensation earnings.
Compensation Committee Report
We have reviewed and discussed with management the
Compensation Discussion and Analysis provisions to be included in this Annual
Report on Form 10-K for fiscal year ended December 31, 2025 and the proxy
statement for the upcoming annual meeting of shareholders. Based on this review
and discussion, we recommend to the Board of Directors that the Compensation
Discussion and Analysis referred to above be included in this Annual Report on
Form 10-K as well as the proxy statement for the upcoming annual meeting of
shareholders.
François Heilbronn
Veronique Gabai-Pinsky and
Robert Bensoussan
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The following table sets forth a summary of all compensation awarded to, earned by or paid to our “named executive officers,” who are our principal executive officer, our principal financial officer, and each of the three most highly compensated executive officers of our Company. This table covers all such compensation during fiscal years ended December 31, 2025 , December 31, 2024 and December 31, 2023 . For all compensation related matters disclosed in the summary compensation table, and elsewhere where applicable, all amounts paid in euro have been converted to U.S. dollars at the average rate of exchange in each year.
SUMMARY COMPENSATION TABLE
Name and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)( 1 )
Non-Equity
Incentive Plan Compensation
($)( 2 )
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)( 3 )
Total
($)
Jean Madar, ( 4 )
2025
2,000,000
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
2,000,000
Chairman and
2024
2,000,00 0
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
2,000,000
Chief Executive Officer
2023
2,000,00 0
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
2,000,000
Michel Atwood
2025
721,000
110,000
- 0 -
82,053
- 0 -
- 0 -
- 0 -
913,053
Chief Financial Officer
2024
700,000
125,000
- 0 -
133,251
- 0 -
- 0 -
- 0 -
958,251
2023
525,000
125,000
-0-
140,327
-0-
-0-
-0-
790,327
Philippe Benacin, President
2025
846,640
474,600
- 0 -
- 0 -
- 0 -
20,225
12,204
1,353,669
Interparfums, Inc. and Chief Executive
2024
821,507
411,312
- 0 -
- 0 -
- 0 -
19,072
11,690
1,263,581
Officer of Interparfums SA
2023
794,975
216,260
- 0 -
- 0 -
- 0 -
17,600
11,678
1,040,513
Philippe Santi, Executive Vice
2025
547,618
536,750
- 0 -
- 0 -
37,480
19,681
- 0 -
1,141,529
President, Interparfums SA
2024
513,558
425,058
- 0 -
- 0 -
31,688
18,920
- 0 -
989,224
2023
495,668
457,714
- 0 -
- 0 -
37,603
17,600
- 0 -
1,008,585
Herve Bouillonnec,
2025
927,000
135,000
- 0 -
82,053
- 0 -
- 0 -
- 0 -
1,144,053
Global Chief Commercial Officer
2024
900,000
150,000
- 0 -
133,251
- 0 -
- 0 -
- 0 -
1,183,251
of Interparfums, USA LLC
2023
850,000
150,000
- 0 -
140,327
- 0 -
- 0 -
- 0 -
1,140,327
68
1
Amounts reflected under Option Awards represent
the grant date fair values in 2025, 2024 and 2023 based on the fair value of
stock option awards using a Black-Scholes option pricing model. The assumptions
used in this model are detailed in Footnote 12 to the audited consolidated financial
statements in our Annual Report on Form 10-K for the year ended December 31, 2025 and filed with the SEC.
2
As required by French law,
Interparfums SA maintains its own profit sharing plan for all French
employees who have completed three months of service, including executive
officers of our European based operations other than Mr. Benacin, the Chief
Executive Officer of Interparfums SA. Benefits are calculated based upon a
percentage of taxable income of Interparfums SA and are allocated to
employees based upon salary. The maximum amount payable per year is
approximately $37,480.
Calculation of total annual benefits contribution is made according to the following formula:
50 % of (Interparfums SA fiscal income after taxes, less 2.5 % of shareholders’ equity excluding current year income and pension provision) times a fraction, the numerator of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances + amortization expenses + interest expenses.
Contribution to individual employees is then made pro rata based upon their individual salaries for the year.
3
The following table identifies (i) perquisites and other personal benefits provided to our named executive officers in fiscal 2025 , and quantifies those required by SEC rules to be quantified and (ii) all other compensation that is required by SEC rules to be separately identified and quantified.
4
Represents fees paid to Jean Madar Holding SAS in accordance with a Supervising and Coordinating Service Agreement, as amended.
Name and Principal Position
Perquisites
and other
Personal
Benefits
($)
Personal
Automobile
Expense
($)
Lodging
Expense
($)
Total
($)
Jean Madar, Chairman
Chief Executive Officer
- 0 -
- 0 -
- 0 -
- 0 -
Michel Atwood, Chief Financial Officer
- 0 -
- 0 -
- 0 -
- 0 -
Philippe Benacin, President of Interparfums, Inc. and
Chief Executive Officer of Interparfums SA
- 0 -
12,204
- 0 -
12,204
Philippe Santi,
Executive Vice President and
Chief Financial Officer, Interparfums SA
- 0 -
- 0 -
- 0 -
- 0 -
Herve Bouillonnec,
Global Chief Commercial Officer, Interparfums USA LLC
- 0 -
0
- 0 -
0
69
Plan based Awards
The following table sets certain information relating to each grant of an award made by our Company to the executive officers of our Company listed in the Summary Compensation Table during the past fiscal year.
Grants of Plan-based Awards
Name
Grant Date
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other Stock Awards:
Number of Shares of Stock or
All Other Option Awards:
Number of Securities Underlying
Exercise or Base Price of Option
Closing
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Units
(#)
Options
(#)
Awards
($/Sh)
Price
($/Sh)
Jean Madar
NA
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
NA
NA
Michel Atwood
12/31/2025
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
4,000
$84.64
$84.83
Philippe Benacin
NA
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
NA
NA
Philippe Santi
NA
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
NA
NA
Herve Bouillonnec
12/31/2025
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
4,000
$84.64
$84.83
NA means not applicable.
Interparfums SA Stock Compensation Plan
The following table sets certain information relating to each grant of an award made by Interparfums SA to the executive officers of our Company listed in the Summary Compensation Table during the past fiscal year. Equity awards relate to the shares of Interparfums SA.
Grants of Plan-based Awards
Name
Grant Date
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other Stock Awards:
Number of Shares of Stock or
All Other Option Awards:
Number of Securities Underlying
Exercise or Base Price of Option
Closing
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Units
(#)
Options
(#)
Awards
($/Sh)
Price
($/Sh)(1)
Jean Madar
12/1/2025
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
4,000
- 0 -
NA
€21.53
Michel Atwood
NA
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
NA
NA
Philippe Benacin
12/1/2025
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
4,000
- 0 -
NA
€ 21.53
Philippe Santi
12/1/2025
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
4,000
- 0 -
NA
€ 21.53
Herve Bouillonnec
NA
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -
NA
NA
1
Price listed represents the fair value per share on the grant date.
Interparfums SA Profit Sharing Plan
As discussed above and required by French law, Interparfums, SA maintains its own profit sharing plan for all French employees who have completed three months of service, including executive officers of our European based operations other than Mr. Benacin, the Chief Executive Officer of Interparfums, SA. Benefits are calculated based upon a percentage of taxable income of Interparfums SA and allocated to employees based upon salary. The maximum amount payable per year per employee is approximately $37,480.
70
Calculation of total annual benefits contribution is made according to the following formula:
50 % of (Interparfums SA fiscal income after taxes, less 2.5 % of shareholders equity excluding current year income and pension provision) times a fraction, the numerator of which is wages, and the denominator of which is net income before tax + wages + taxes (other than income tax) + valuation allowances + amortization expenses + interest expenses.
The following table sets certain information relating to each grant of a non-equity award made by Interparfums SA to the executive officers of our Company listed in the Summary Compensation Table during the past fiscal year. Equity awards relate to the shares of Interparfums SA.
Name
Plan Name
Amount Awarded
Jean Madar
NA
$ 0
Michel Atwood
NA
$ 0
Philippe Benacin
NA
$ 0
Philippe Santi
Interparfums SA Profit Sharing Plan
$37,480
Herve Bouillonnec
NA
$0
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information relating to outstanding equity awards of our Company held by the executive officers listed in the Summary Compensation Table as of December 31, 2025 .
Option Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable ( 1 )
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
Option
Exercise
Price ($)
Option
Expiration
Date
Jean Madar
-0-
-0-
-0-
-0-
NA
Michel Atwood
3,000
2,000
-0-
97.84
12/30/28
1,600
2,400
-0-
147.71
12/28/29
800
3,200
-0-
130.60
12/30/30
-0-
4,000
-0-
84.64
12/30/31
Philippe Benacin
-0-
-0-
-0-
-0-
NA
Philippe Santi
-0-
-0-
-0-
-0-
NA
Herve Bouillonnec
3,000
2,000
-0-
97.84
12/30/28
1,600
2,400
-0-
147.71
12/28/29
800
3,200
-0-
130.60
12/30/30
-0-
4,000
-0-
86.84
12/30/31
[ Footnotes from table above ]
1
All options expire 6 years from the date of grant, and vest 20 % each year commencing one year after the date of grant.
71
The following table sets certain information relating to outstanding equity awards granted by Interparfums SA, our majority-owned French subsidiary which has its shares traded on the NYSE Euronext, held by the executive officers of our Company listed in the Summary Compensation Table as of the end of the past fiscal year.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OF INTERPARFUMS SA
Option Awards
Stock Awards
Name
Number of Securities Underlying Unexercised Options (#) Exercisable)
Number of Securities Underlying Unexercised Options (#) Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned
Options (#)
Option
Exercise
Price ($)
Option Expiration
Date
Number of Shares or Units of Stock that Have Not Vested (#)( 1 )
Market Value of Shares or Units of Stock that Have Not Vested ($)(2)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested($)
Jean Madar
- 0 -
0
- 0 -
NA
NA
4,000
118,534
- 0 -
- 0 -
Michel Atwood
- 0 -
0
- 0 -
NA
NA
- 0 -
- 0 -
- 0 -
- 0 -
Philippe Benacin
- 0 -
0
- 0 -
NA
NA
4,000
118,534
- 0 -
- 0 -
Philippe Santi
- 0 -
0
- 0 -
NA
NA
4,000
118,534
- 0 -
- 0 -
Herve Bouillonnec
- 0 -
0
- 0 -
NA
NA
- 0 -
- 0 -
- 0 -
- 0 -
1
Estimated number of shares are to be issued only to the extent that the performance conditions have been met.
2
As of December 31, 2025 , the closing price of Interparfums SA as reported by the Euronext was 25.22 euros, and the exchange rate was 1.175 U.S. dollars to 1 euro.
72
Option Exercises and Stock Vested
The following table sets forth certain information relating to each option exercise affected during the past fiscal year, and each vesting of stock, including restricted stock, restricted stock units and similar instruments of our Company during the past fiscal year, for the executive officers of our Company listed in the Summary Compensation Table.
OPTION EXERCISES AND STOCK VESTED
Option Awards
Stock Awards
Name
Number
of Shares
Acquired on
Exercise
(#)
Value
Realized on
Exercise
($) 1
Number
of Shares
Acquired on
Vesting
(#)
Value
Realized On
Vesting
($)
Jean Madar
25,000
253,950
- 0 -
- 0 -
Michel Atwood
- 0 -
- 0 -
- 0 -
- 0 -
Philippe Benacin
25,000
252,282
- 0 -
- 0 -
Philippe Santi
2,000
131,888
- 0 -
- 0 -
Herve Bouillonnec
4,500
195,132
- 0 -
- 0 -
[Footnotes from table above]
1
Total value realized on exercise of options in dollars is based upon the difference between the fair market value of the common stock on the date of exercise, and the exercise price of the option.
Regarding Interparfums SA, our majority-owned French subsidiary which has its shares traded on the Euronext, no options were exercised during the past fiscal year, and there was no vesting of stock, including restricted stock, restricted stock units and similar instruments during the past fiscal year, for the executive officers of our Company listed in the Summary Compensation Table.
Pension Benefits
The following table sets forth certain information relating to payment of benefits in connection with retirement plans during the past fiscal year, for the executive officers of our Company listed in the Summary Compensation Table.
PENSION BENEFITS
Name
Plan Name
Number
of Years
Credited
Service
(#)
Present
Value of
Accumulated
Benefit*
($)
Payments
During
Last Fiscal
Year
($)
Jean Madar
NA
NA
- 0 -
- 0 -
Michel Atwood
NA
NA
- 0 -
- 0 -
Philippe Benacin
Interparfums SA Pension Plan
NA
434,323
20,225
Philippe Santi
Interparfums SA Pension Plan
NA
433,62 2
19,681
Herve Bouillonnec
NA
NA
- 0 -
- 0 -
*
Does not include any contributions made by prior employers, or individually by the recipients as such information is confidential under French law.
73
Interparfums SA maintains a pension plan for all of its employees, including all executive officers. The calculation of commitments for severance benefits involves estimating the probable present value of projected benefit obligations. This projected benefit obligations are then prorated to take into account seniority of the employees of Interparfums SA on the calculation date.
In calculating benefits, the following assumptions were applied:
-
voluntary retirement at age 65;
-
employer social security contribution rates of 42.5% for executives and 46.8% for non-executives;
-
a 4% average annual salary increase;
-
an annual rate of turnover for all employees under 55 years of age and nil above;
-
a turnover rate based on employee age and prospective mortality tables;
-
a discount rate of 3.96%.
The normal retirement age is 65 years, but employees, including Messrs. Benacin and Santi can collect reduced benefits if they retire at age 62.
Nonqualified Deferred Compensation
We do not maintain any nonqualified deferred compensation plans.
CEO Pay Ratio
As required by Section 953 (b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402 (u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our mean employee and the annual total compensation of Mr. Jean Madar, Chief Executive Officer (the “CEO”):
For 2025, our last completed fiscal year:
●
Our median employee’s compensation was $80,971
●
Our Chief Executive Officer’s total 2025 compensation was $2,253,950
●
Accordingly, our 2025 CEO to Median Employee Pay Ratio was 27.84 to 1
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records. We identified our median employee using our total employee population as of December 31, 2025 by applying a consistently applied compensation measure across our global employee population. For our consistently applied compensation measure, we used all compensation, including actual base salary, bonuses, commissions, and any overtime paid during the 12-month period ending December 31, 2025. We did not use any material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee.
The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
74
Employment and Service/Consulting Agreements
Please see our Annual Report on Form 10-K for the year ended December 31, 2021, Item 11 under the heading “ Employment and Consulting Agreements ” for the material terms of the employment agreement with Philippe Benacin, individually, and the consulting agreement and fees previously granted to, Philippe Benacin Holding SAS, which is incorporated by reference herein.
Compensation of Directors
The following table sets forth certain information relating to the compensation for each of our directors who is not an executive officer of our Company named in the Summary Compensation Table for the past fiscal year.
DIRECTOR COMPENSATION
Name
Fees Earned or Paid in Cash
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity Incentive Plan Compensation
($)
Change in
Pension Value
and Nonqualified Deferred Compensation Earnings
All Other Compensation
($) 1
Total
($)
François Heilbronn
26,000
- 0 -
30,770
- 0 -
- 0 -
110,019
166,789
Robert Bensoussan
23,000
- 0 -
30,770
- 0 -
- 0 -
90,324
144,094
Veronique Gabai-Pinsky
26,000
- 0 -
30,770
- 0 -
- 0 -
89,697
146,467
Gilbert Harrison
9,000
- 0 -
30,770
- 0 -
- 0 -
90,324
130,094
Kappauf
15,000
- 0 -
30,770
- 0 -
- 0 -
- 0 -
- 0 -
Patrick Bousquet - Chavanne
3,000
- 0 -
30,770
- 0 -
- 0 -
- 0 -
- 0 -
[Footnotes from table above]
1 .
Represents gain from exercise of stock options.
All nonemployee directors receive $6,000 for each board meeting at which they participate in person, and $3,000 for each meeting held by conference telephone. In addition, the annual fee for each member of the Audit Committee is $8,000.
We maintain a stock option plan for our nonemployee or independent directors. The purpose of this plan is to assist us in attracting and retaining key directors who are responsible for continuing the growth and success of our Company. Under such plan, options to purchase 1,500 shares are granted on the last business day of each year at the fair market value on the date of grant to all nonemployee directors for as long as each is a nonemployee director on such date. Such options vest and become exercisable to purchase shares of Common Stock as follows: 20% one year after the date of grant, and then 20% on each of the second, third, fourth and fifth consecutive years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable on the first day of the sixth year from the date of grant. However, if a nonemployee director does not attend certain of the board meetings, then such option grants are reduced according to a schedule.
75
Item 12 . Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information with respect to the beneficial ownership of our common stock by (a) each person we know to be the beneficial owner of more than 5% of our outstanding common stock, (b) our executive officers and directors and (c) all of our directors and officers as a group. Messrs. Madar and Benacin own 99.99% of their respective personal holding companies. As of March 10 , 2026 , we had 32,071,785 shares of common stock outstanding.
Name and Address of Beneficial Owner
Amount of
Beneficial
Ownership 1
Approximate
Percent of
Class
Jean Madar
Jean Madar Holding SAS
166 rue du Faubourg Saint-Honoré
75008 Paris, France
7,096,841 2
22.1
%
Philippe Benacin
Interparfums SA
10 rue de Solférino
75007 Paris, France
6,846,064 3
21.3
%
Michel Atwood
c/o Interparfums, Inc.
551 Fifth Avenue
New York, NY 10176
5,400 4
Less than 1
%
Philippe Santi
Interparfums SA
10 rue de Solférino
75008 , Paris, France
0
0
%
François Heilbronn
60 Avenue de Breteuil
75007 Paris, France
31,863 5
Less than 1
%
Robert Bensoussan
Victor Palace, 31 Avenue de Grande
Bretagne, 98000
Monaco
14,300 6
Less than 1
%
Veronique Gabai-Pinsky
200 East End Avenue
New York, NY 10128
1,800 7
Less than 1
%
Gilbert Harrison
Harrison Group
239 Ox Pasture Road
South Hampton, NY 11968
4,850 8
Less than 1
%
Gerard Kappauf
44 rue Notre de Dame de Nazareth
75003 Paris, France
900 9
Less than 1
%
Patrick Bousquet-Chavanne
231 Flying Point Road
South Hampton, NY 11968
-0-
0
%
Herve Bouillonnec
Interparfums, USA LLC
551 Fifth Avenue
New York, NY 10176
6,900 10
Less than 1
%
All Directors and Officers
(As a Group 11 Persons)
14,008,918 11
43.7
%
76
1
All shares of common stock are directly held with sole voting power and sole power to dispose, unless otherwise stated. Options which are exercisable within 60 days are included in beneficial ownership calculations.
2
Consists of 10,500 shares held directly and 7,086,341 shares held indirectly through Jean Madar Holding SAS, a personal holding company.
3
Consists of 6,846,064 shares held indirectly through Philippe Benacin Holding SAS, a personal holding company.
4
Consists of shares of common stock underlying options for Mr. Atwood.
5
Consists of 30,063 shares held directly and options to purchase 1,800 shares for Mr. Heilbronn.
6
Consists of 12,500 shares held directly and options to purchase 1,800 shares for Mr. Bensoussan .
7
Consists of shares of common stock underlying options for Ms. Gabai -Pinsky.
8
Consists of 3,050 shares held directly and 1,800 shares of common stock underlying options for Mr. Harrison.
9
Consists of shares of common stock underlying options for Mr. Kappauf .
10
Consists of 1,500 shares held directly and 5,400 shares of common stock underlying options for Mr. Bouillonnec.
11
Consists of 14,008,918 shares held directly or indirectly, and options to purchase 18,900 shares.
The following table sets forth certain information as of the end of our last fiscal year regarding all equity compensation plans that provide for the award of equity securities or the grant of options, warrants or rights to purchase our equity securities.
Equity Compensation Plan Information
Plan category
Number of
securities to
be issued
upon
exercise of
outstanding
options,
warrants and
rights
(a)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
(c)
Equity compensation plans approved by security holders
187,050
$112.67
451,535
Equity compensation plans not approved by security holders
- 0 -
NA
- 0 -
Total
187,050
$112.67
451,535
77
Item 13 . Certain Relationships and Related Transactions, and Director Independence
Transactions with European Subsidiaries
We also provide (or had provided on our behalf) certain financial, accounting and legal services for Interparfums SA, and during 2025 , 2024 , and 2023 , and fees for such services were $240,000 , $240,000, and $530,000, respectively.
In March 2024, Interparfums SA, a majority owned subsidiary of Interparfums, Inc. made a short-term loan to Interparfums, Inc. of $24 million to fund the dividend payment for the first quarter of 2024. The loan was repaid in one lump sum on May 31, 2024, together with interest at approximately 4.95% per annum.
In September 2023, Interparfums Luxury Brands, Inc., an indirect majority-owned subsidiary of the Company, loaned the Company $20 million, which was repaid in 2024 with interest at 5.3% per annum. In December 2023, Interparfums Luxury Brands, Inc. made a second loan to the Company in the amount of $12 million, which was repaid in 2024 with interest at 5.3% per annum. These loans partially funded our share repurchase plan during 2023 and cash dividend payments.
Management and Consulting Agreements
In April 2023, our Board of Directors approved an amendment to the Coordinating and Supervising Service Agreement (“Service Agreement”) that amended the fee arrangement Jean Madar Holding SAS, which replaced a prior agreement that was initially entered into in 2013, as amended. The amendment to the Service Agreement was previously approved by the Executive Compensation and Stock Option Committee, as well as the Audit Committee due to the related party nature of the Service Agreement. The aggregate increase in fees payable to Jean Madar Holding SAS is from $1.23 million to $2.0 million on an annual basis, effective as of January 1, 2023. Further, as requested by Jean Madar Holding SAS, effective April 1, 2023 and continuing thereafter, all fees are to be paid entirely to Jean Madar Holding SAS, and for the balance of calendar year 2023, the amount of such fees are inclusive of the salary paid to Jean Madar individually from January 1, 2023 to March 31, 2023. As Jean Madar, our Chief Executive Officer and Chairman of the Board, is the beneficial owner of Jean Madar Holding SAS, all of such fees paid to Jean Madar Holding SAS have been characterized as base salary for the disclosure purposes for the Summary Compensation Table and related discussion in Item 11. The same $2.0 million fee was paid to Jean Madar Holding SAS under the Service Agreement during 2024 and in 2025.
Please see our Annual Report on Form 10-K for the year ended December 31, 2021, Item 11 under the heading “ Employment and Consulting Agreements ” for a material terms of the employment agreement with Philippe Benacin, individually, and the consulting agreements with, and fees and stock options previously granted to, Philippe Benacin Holding SAS, which is incorporated by reference herein.
Procedures for Approval of Related Person Transactions
Transactions between related persons, such as between an executive officer or director and our Company, or any company or person controlled by such officer or director, are required to be approved by our Audit Committee of our Board of Directors. Our Audit Committee Charter contains such explicit authority, as required by the applicable rules of The Nasdaq Stock Market.
78
The following are our directors who are independent directors within the applicable rules of The Nasdaq Stock Market:
François Heilbronn
Robert Bensoussan
Veronique Gabai-Pinsky
Gilbert Harrison
Gerard Kappauf
Patrick Bousquet-Chavanne
We follow and comply with the independent director definitions as provided by The Nasdaq Stock Market rules in determining the independence of our directors, which are posted on our Company’s website. In addition, such rules are also available on The Nasdaq Stock Market’s website. In addition, The Nasdaq Stock Market maintains more stringent rules relating to director independence for the members of our Audit Committee, and the members of our Audit Committee, Messrs. Heilbronn and Bensoussan, as well as Ms. Gabai-Pinsky, are independent within the meaning of those rules.
Board Leadership Structure and Risk Management
Please see our Annual Report on Form 10-K for the year ended December 31, 2021, Item 13 . Certain Relationships and Related Transactions, and Director Independence, under the heading “ Board Leadership Structure and Risk Management ,” for prior disclosure on this topic, which is incorporated by reference herein.
Item 14 . Principal Accountant Fees and Services
Fees
The following sets forth the fees billed to us by Forvis Mazars, LLP and Mazars USA LLP, as well as discusses the services provided for the past two fiscal years, fiscal years ended December 31, 2025 and December 31, 2024 .
Audit Fees
Fees billed by Forvis Mazars, LLP and its affiliates, Forvis Mazars SA and Forvis Mazars S.p.A. for audit services and review of the consolidated financial statements contained in our Quarterly Reports on Form 10-Q was $1.6 million for 2025 and $1.4 million for the Q2 and Q3 10-Qs and the annual 10-K for 2024. Fees billed by Mazars USA LLP and its affiliates, Mazars S.A. and Mazars Italia S.p.A. for review of the consolidated financial statements contained in our Quarterly Reports on Form 10-Q were $0.3 million for the Q1 2024 10-Q.
Audit-Related Fees
Forvis Mazars, LLP and its affiliates did not bill us for any audit-related services during 2025 and 2024 .
Tax Fees
Forvis Mazars, LLP and its affiliates billed us $0.01 million and $0 for tax services during 2025 and 2024 .
All Other Fees
Forvis Mazars, LLP and its affiliates billed us $0.1 million for other services during 2025 and 2024, respectively.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee has the sole authority for the appointment, compensation and oversight of the work of our independent accountants, who prepare or issue an audit report for us.
79
During the second quarter of 2025, the Audit Committee authorized the following non-audit services to be performed by Forvis Mazars, LLP.
●
We authorized the engagement of Forvis Mazars , LLP if deemed necessary to provide tax consultation in the ordinary course of business for fiscal year ended December 31, 2025 .
●
We authorized the engagement of Forvis Mazars , LLP if deemed necessary to provide tax consultation as may be required on a project by project basis that would not be considered in the ordinary course of business, up to a $10,000 fee limit per project (or €10,000 in the case of Interparfums SA), subject to an aggregate fee limit of $50,000 for fiscal year ended December 31, 2025 . If we require further tax services from Forvis Mazars , LLP , then the approval of the Audit Committee must be obtained.
●
We authorized the engagement of Forvis Mazars , LLP if deemed necessary to provide attestation or other services as may be required on a project by project basis that would not be considered in the ordinary course of business, up to a $10,000 fee limit per project (or €10,000 in the case of Interparfums SA), subject to an aggregate fee limit of $50,000 for fiscal year ended December 31, 2025 . If we require further other services from Forvis Mazars , LLP , then the approval of the Audit Committee must be obtained.
●
If we require other services by Forvis Mazars , LLP on an expedited basis such that obtaining pre-approval of the audit committee is not practicable, then the Chairman of the Committee has authority to grant the required pre-approvals for all such services.
●
We imposed a cap of $100,000 on the fees that Forvis Mazars , LLP can charge for services on an expedited basis that are approved by the Chairman without obtaining full Audit Committee approval.
●
None of the non-audit services of Forvis Mazars , LLP had the pre-approval requirement waived in accordance with Rule 2-01(c)(7)(i)(C) of Regulation S-X.
80
PART
IV
Item
15. Exhibits, Financial Statement Schedules
Page
( a)(1)
Financial Statements annexed hereto
Reports of Independent Registered Public Accounting Firms
F-2
Audited
Financial Statements:
Consolidated Balance Sheets as of December 31, 2025 and 2024
F-6
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2025
F-7
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2025
F-8
Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2025
F-9
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2025
F-10
Notes to Consolidated Financial Statements
F-11
(a)(2)
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
F-39
(a)(3)
Exhibits – The list of exhibits is contained in the Exhibit Index, which follows the signature page of this report.
Item
16. Form 10-K Summary
None.
81
INTERPARFUMS, INC. AND SUBSIDIARIES
Consolidated
Financial Statements and Schedule
Index
Page
Report of Independent Registered Public Accounting Firm
F-2
( Forvis Mazars, LLP, New York, New York, PCAOB ID 686 )
Report of Independent Registered Public Accounting Firm
F-5
( Mazars USA LLP, New York, New York, PCAOB ID 339 )
Audited
Financial Statements:
Consolidated Balance Sheets as of December 31, 2025 , and 2024
F-6
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2025
F-7
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2025
F-8
Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2025
F-9
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2025
F-10
Notes to Consolidated Financial Statements
F-11
Financial
Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
F-39
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Shareholders and the Board of Directors of Interparfums, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited
the accompanying consolidated balance sheets of Interparfums, Inc. (the
Company) as of December 31, 2025 and 2024, the related consolidated statements
of income, comprehensive income, changes in shareholders’ equity, and cash flows for each
of the years in the two-year period ended December 31, 2025, and the related
notes and Schedule II – Valuation and Qualifying Accounts and Reserves listed
in the Index at Item 15 (collectively referred to as the “consolidated financial
statements”). We also have audited the Company’s internal control over
financial reporting as of December 31, 2025, based on criteria established in
Internal Control – Integrated Framework: (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited
the adjustments to the 2023 consolidated financial statements (i) to correct the
immaterial misstatements in the 2023 consolidated financial statements, as
described in Notes 1 and 15, (ii) to retrospectively apply the Company’s
adoption of ASU 2023 ‑ 07, Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures as presented in Note 14, and (iii) the adoption of ASU 2023 ‑ 09, Income Taxes (Topic 740): Improvements
to Income Tax Disclosures, as described in Note 1 and presented in Note 15. In
our opinion, such adjustments are appropriate and have been properly applied. We
were not engaged to audit, review, or perform any procedures with respect to
the Company’s 2023 consolidated financial statements other than those related
to the adjustments described above, and, accordingly, we do not express an
opinion or any other form of assurance on the 2023 consolidated financial
statements taken as a whole.
A material
weakness is a deficiency, or a combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a
material misstatement of the Company’s annual or interim consolidated financial
statements will not be prevented or detected on a timely basis. The following
material weakness has been identified and
included in management’s assessment:
As
previously disclosed, the Company does not have an annual risk assessment
process sufficiently designed to identify the risks that could impact the
Company's consolidated financial statements. This includes processes to review
any previously recognized risks and identify any potential new risks that could
have a material impact on the Company. As a result, the Company could not
properly assess if the key controls in place were sufficient to mitigate the
risks of material misstatement and the Company could not adequately provide
oversight over the testing of management's internal control over financial
reporting. Management has implemented certain remediation measures, however,
the material weakness has not been remediated as of December 31, 2025.
This material
weakness was considered in determining the nature, timing, and extent of
auditing procedures applied in our audit of the Company’s consolidated financial
statements, and our opinion regarding the effectiveness of the Company’s
internal control over financial reporting does not affect our opinion on those
consolidated financial statements.
In our opinion,
the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31,
2025 and 2024, and the results of their operations and their cash flows for the
each of the years in the two-year period ended December 31, 2025, in conformity
with accounting principles generally accepted in the United States of America.
Also in our
opinion, because of the effect of the material weakness described above on the
achievement of the objectives of the control criteria, the Company has not
maintained effective internal control over financial reporting as of December
31, 2025, based on criteria established in Internal Control – Integrated
Framework: (2013) issued by the COSO.
F-2
Basis for Opinion
The Company’s
management is responsible for these consolidated financial statements, 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 Annual Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the
Company’s consolidated financial statements and an opinion on the Company’s
internal control over financial reporting based on our audits.
We are a public
accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“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 audits to obtain reasonable assurance about
whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the
consolidated financial statements included performing procedures to assess the
risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures include examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated 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 consolidated financial statements. Our audit of internal control over
financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included performing such
other procedures as we considered necessary in the circumstances. We believe
that our audits provide a reasonable basis for our opinions.
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 reliable consolidated 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 consolidated 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 consolidated 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.
Critical Audit Matter
The critical
audit matter communicated below is a matter arising from the current-period
audit of the consolidated financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of a critical
audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.
F-3
Valuation of Indefinite-Lived
Intangible Assets
As described in Note
7 to the consolidated financial statements, the Company’s indefinite-lived
intangible assets were $153.2 million as of December 31, 2025. The balance is
primarily attributable to the Rochas Fragrance trademark, which comprises the
majority of the Company’s indefinite‑lived intangible assets. The Company evaluates indefinite-lived
intangible assets for impairment at least annually during the fourth quarter,
or more frequently when events occur or circumstances change. When testing
indefinite-lived intangible assets for impairment, the evaluation requires a
comparison of the estimated fair value of the asset to the carrying value of
the asset. The fair values used in management’s evaluations are estimated based
upon discounted future cash flow projections using a weighted average cost of
capital and long-term growth rate.
We have
identified the valuation of the Rochas Fragrance trademark as a critical audit
matter. The principal considerations for our determination are (i) the
significant judgment used by management when developing the fair value of the
indefinite-lived intangible assets; (ii) a high degree of auditor judgment,
subjectivity, and effort in performing procedures and evaluating management’s
significant assumptions related to estimates of projected future sales,
discount rates and long-term growth rate; and (iii) the audit effort involved
the use of professionals with specialized skill and knowledge.
The procedures we
performed to address this critical audit matter included:
●
Obtained
an und erstanding of the Company’s valuation model and process for assessing
impairment of the Rochas Fragrance indefinite-lived intangible asset, and
evaluated the design and tested the operating effectiveness of controls
relating to the indefinite-lived intangible assets impairment assessments.
●
Used
the work of a valuation specialist to assist in our procedures in evaluating
the appropriateness of management’s valuation models and assumptions,
specifically related to the weighted average cost of capital (i.e., the
discount rate) and long-term growth rate.
●
Evaluated the reasonableness of the significant assumptions used by management related to projected future sales and cash flows.
●
Tested the completeness and accuracy of data used by management in their valuation model, and the mathematical accuracy of management’s valuation model.
Forvis Mazars, LLP
/s/ Forvis Mazars, LLP
We have served as the Company's auditor since 2024 .
New York, New York
March 10, 2026
F-4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Shareholders and the Board of Directors of Interparfums, Inc. (f/k/a Inter Parfums, Inc.)
Opinion on the Financial Statements
We have audited, before the effects
of the correction of immaterial misstatements described in Note 1 and the
adjustments to retrospectively apply the changes in accounting described in
Notes 14 and 15, the
accompanying consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows of Interparfums, Inc. (the “Company”) for
the year ended December 31, 2023, and the related notes and the schedule listed
in the Index in Item 15(a)(2) (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements,
before the effects of the correction of immaterial misstatements (as described
in Note 1) and the adjustments to retrospectively apply the changes in
accounting (as described in Notes 14 and 15), present fairly, in all material
respects, the results of the Company’s operations and its cash flows for the
year ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.
We were not engaged to audit,
review, or apply any procedures to the correction of immaterial misstatements (as
described in Note 1) and the adjustments to retrospectively apply the changes
in accounting (as described in Notes 14 and 15) and, accordingly, we do not
express an opinion or any other form of assurance about whether such correction
and adjustments are appropriate and have been properly applied. The correction
and adjustments were audited by Forvis Mazars, LLP.
Basis for Opinion
These consolidated financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the Company’s consolidated financial
statements 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 the
consolidated financial statements are free of material misstatement, whether
due to error or fraud. Our audit included performing procedures to assess the
risks of material misstatement of the consolidated 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 consolidated financial statements. Our audit
also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements. We believe that our audit provides a
reasonable basis for our opinion.
We have served as the Company's auditor from 2004 to 2024.
Mazars USA LLP
/s/ Mazars USA LLP
New York, New York
February 27, 2024
F-5
INTERPARFUMS, INC. AND SUBSIDIARIES
Consolidated
Balance Sheets
December 31, 2025 , and 2024
(In thousands except share and per share data)
Assets
2025
2024
Current assets:
Cash and cash equivalents
$
158,091
$
125,433
Short-term investments
137,093
109,311
Accounts receivable, net
320,625
274,705
Inventories
351,377
371,920
Receivables, other
9,014
6,122
Other current assets - As Revised, See Note 1
39,954
38,604
Income taxes receivable
11,211
306
Total current assets
1,027,365
926,401
Property, equipment and leasehold improvements, net
184,891
153,773
Right-of-use assets, net
23,347
24,603
Trademarks, licenses and other intangible assets, net
325,185
282,484
Deferred tax assets - As Revised, See Note 1
4,234
5,465
Other assets
20,226
18,535
Total assets
$
1,585,248
$
1,411,261
Liabilities and Equity
Current liabilities:
Loans payable - banks
$
9,400
$
8,311
Current portion of long-term debt
54,774
41,607
Current portion of lease liabilities
6,326
6,087
Accounts payable - trade
77,210
91,049
Accrued expenses
189,622
172,758
Income taxes payable
6,671
12,615
Total current liabilities
344,003
332,427
Long–term debt, less current portion
121,254
115,734
Lease liabilities, less current portion
15,967
20,455
Equity:
Interparfums, Inc. shareholders’ equity:
Preferred stock, $ 0.001 par value.
Authorized 1,000,000 shares: none issued
—
—
Common stock, $ 0.001 par value.
Authorized 100,000,000 shares: outstanding, 32,067,285 and 32,110,170 shares on December 31, 2025 , and 2024 ,
respectively
32
32
Additional paid-in capital
127,541
106,702
Retained earnings
828,906
763,240
Accumulated other comprehensive loss
( 9,029
)
( 72,239
)
Treasury stock, at cost, 9,032,840 and
9,981,665 common shares on December 31, 2025 , and 2024 , respectively
( 66,734
)
( 52,864
)
Total Interparfums, Inc. shareholders’ equity
880,716
744,871
Noncontrolling interest
223,308
197,774
Total equity
1,104,024
942,645
Total liabilities and equity
$
1,585,248
$
1,411,261
See accompanying notes to consolidated financial statements.
F-6
INTERPARFUMS, INC. AND SUBSIDIARIES
Consolidated
Statements of Income
Years
ended December 31, 2025 , 2024 , and 2023
(In thousands except share and per share data)
2025
2024
2023
Net sales
$
1,488,509
$
1,452,325
$
1,317,675
Cost of sales
541,290
524,984
478,597
Gross margin
947,219
927,341
839,078
Selling, general and administrative expenses
676,902
648,540
587,696
Impairment loss
—
4,005
—
Income from operations
270,317
274,796
251,382
Other expenses (income):
Interest expense
7,248
7,825
11,253
Loss on foreign currency
4,779
1,085
1,582
Interest and investment income
( 3,877
)
( 2,218
)
( 10,729
)
Other income
( 9,165
)
( 287
)
( 317
)
Nonoperating Income (Expense)
( 1,015
)
6,405
1,789
Income before income taxes
271,332
268,391
249,593
Income taxes
63,187
64,958
61,817
Net income
208,145
203,433
187,776
Less: Net income attributable to the noncontrolling interest
39,758
39,075
35,122
Net income attributable to Interparfums, Inc.
$
168,387
$
164,358
$
152,654
Net income attributable to Interparfums, Inc. common shareholders:
Basic
$
5.25
$
5.13
$
4.77
Diluted
$
5.24
$
5.12
$
4.75
Weighted average number of shares outstanding:
Basic
32,102,264
32,036,728
31,994,328
Diluted
32,138,197
32,124,285
32,139,702
Dividends declared per share
$
3.20
$
3.00
$
2.50
See accompanying notes to consolidated financial statements.
F-7
INTERPARFUMS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years ended December 31, 2025 , 2024 , and 2023
(In thousands except share and per share data)
2025
2024
2023
Net income
$
208,145
$
203,433
$
187,776
Other comprehensive income:
Net derivative instrument income (loss), net of tax
1,257
( 2,249
)
( 3,329
)
Transfer of OCI into earnings
1,631
( 64
)
1,709
Pension benefits, net of tax
( 208
)
2,785
—
Foreign currency translation adjustments
86,421
( 42,059
)
24,042
Other comprehensive income (loss), before tax
89,101
( 41,587
)
22,422
Comprehensive income
297,246
161,846
210,198
Comprehensive income attributable to noncontrolling interests:
Net income
39,758
39,075
35,122
Net derivative instrument income (loss), net of tax
345
( 618
)
25
Pension benefits, net of tax
( 57
)
766
—
Foreign currency translation adjustments
25,603
( 9,684
)
6,529
Comprehensive income (loss), net of tax, attributable to noncontrolling interest
65,649
29,539
41,676
Comprehensive income attributable to Interparfums Inc.
$
231,597
$
132,307
$
168,522
See accompanying notes to consolidated financial statements.
F-8
INTERPARFUMS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders’ Equity
Years ended December 31, 2025 , 2024 , and 2023
(In thousands except share and per share data)
2025
2024
2023
Common stock, beginning and end of year
$
32
$
32
$
32
—
—
—
32
32
32
Additional paid-in capital, beginning of year
106,702
98,565
90,186
Shares issued upon exercise of stock options
7,579
7,049
8,025
Share-based compensation
819
1,039
1,246
Other
( 775
)
—
—
Transfer of subsidiary shares purchased
13,216
49
( 892
)
Additional paid-in capital, end of year
127,541
106,702
98,565
Retained earnings, beginning of year
763,240
693,848
620,095
Net income
168,387
164,358
152,654
Dividends
( 102,721
)
( 96,026
)
( 80,047
)
Share-based compensation
—
1,060
1,146
Retained earnings, end of year
828,906
763,240
693,848
Accumulated other comprehensive loss, beginning of year
( 72,239
)
( 40,188
)
( 56,056
)
Foreign currency translation adjustment
60,818
( 32,375
)
17,513
Transfer from other comprehensive income into earnings
1,631
( 64
)
1,709
Pension benefits, net of tax
( 151
)
2,019
—
Net derivative instrument income (loss), net of tax
912
( 1,631
)
( 3,354
)
Accumulated other comprehensive loss, end of year
( 9,029
)
( 72,239
)
( 40,188
)
Treasury stock, beginning of year
( 52,864
)
( 52,864
)
( 37,475
)
Shares repurchased
( 13,870
)
—
( 15,389
)
Treasury stock, end of year
( 66,734
)
( 52,864
)
( 52,864
)
Noncontrolling interest, beginning of year
197,774
192,777
171,364
Net income
39,758
39,075
35,122
Foreign currency translation adjustment
25,603
( 9,684
)
6,529
Pension benefits, net of tax
( 57
)
766
—
Net derivative instrument income (loss), net of tax
345
( 618
)
25
Dividends
( 26,875
)
( 24,729
)
( 20,301
)
Share-based compensation
749
236
180
Other
775
—
—
Transfer of subsidiary shares purchased
( 14,764
)
( 49
)
( 142
)
Noncontrolling interest, end of year
223,308
197,774
192,777
788,146
738,332
702,450
187,776
151,037
110,027
Total equity
$
1,104,024
$
942,645
$
892,170
See accompanying notes to consolidated financial statements.
F-9
INTERPARFUMS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2025 , 2024 , and 2023
(In thousands)
2025
2024
2023
Cash flows from operating activities:
Net income
$
208,145
$
203,433
$
187,776
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization including impairment loss
25,302
28,358
17,331
Provision for doubtful accounts
1,770
618
( 1,734
)
Noncash stock compensation
1,568
2,379
2,525
Share of income of equity investment
( 939
)
( 460
)
( 317
)
Noncash lease expense
6,667
6,271
5,448
Gain on debt extinguishment
( 7,599
)
—
—
Deferred tax benefit - As Revised, See Note 1
1,673
( 2,084
)
( 1,713
)
Change in fair value of derivatives
( 963
)
93
( 301
)
Changes in:
Accounts receivable
( 22,099
)
( 41,281
)
( 36,843
)
Inventories
55,166
( 17,203
)
( 73,700
)
Other assets - As Revised, See Note 1
3,208
4,156
10,594
Operating lease liabilities
( 6,990
)
( 6,128
)
( 5,290
)
Accounts payable and accrued expenses
( 32,040
)
4,868
3,064
Income taxes, net
( 17,969
)
4,622
( 1,066
)
Net cash provided by operating activities
214,900
187,642
105,774
Cash flows from investing activities:
Purchases of short-term investments
( 162,150
)
( 206,222
)
( 221,111
)
Proceeds from sale of short-term investments
149,204
183,742
281,741
Purchase of property, equipment and leasehold improvements
( 24,414
)
( 4,740
)
( 6,465
)
Payment for intangible assets acquired
( 23,786
)
( 17,612
)
( 46,903
)
Net cash (used in) provided by investing activities
( 61,146
)
( 44,832
)
7,262
Cash flows from financing activities:
Proceeds from loans payable, bank
—
4,330
4,325
Proceeds from issuance of long-term debt
56,500
43,296
—
Repayment of long-term debt
( 50,320
)
( 34,689
)
( 28,800
)
Proceeds from exercise of options
7,579
7,049
8,025
Purchase of subsidiary shares from noncontrolling interests
( 1,548
)
—
( 1,027
)
Dividends paid
( 102,721
)
( 96,026
)
( 80,047
)
Dividends paid to noncontrolling interests
( 26,875
)
( 24,729
)
( 20,301
)
Purchase of treasury stock
( 13,870
)
—
( 15,389
)
Net cash used in financing activities
( 131,255
)
( 100,769
)
( 133,214
)
Effect of exchange rate changes on cash
10,159
( 5,070
)
3,927
Net increase (decrease) in cash and cash equivalents
32,658
36,971
( 16,251
)
Cash and cash equivalents – beginning of year
125,433
88,462
104,713
Cash and cash equivalents – end of year
$
158,091
$
125,433
$
88,462
Supplemental disclosures of cash flow information:
Cash paid for:
Interest
$
6,688
$
7,495
$
5,823
Income taxes
77,711
63,197
60,990
See accompanying notes to consolidated financial statements.
F-10
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
( 1 )
The Company and its Significant Accounting Policies
Business of the Company
Interparfums, Inc. and its subsidiaries (the “Company”) are in the fragrance business and manufacture, market and distribute a wide array of prestige fragrances and fragrance related products.
Substantially all of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses. With respect to the Company’s largest brands, we license the Jimmy Choo, Coach, Montblanc, GUESS, Lacoste, Donna Karan/DKNY, and Ferragamo brand names. As a percentage of net sales, product sales for the Company’s largest brands were as follows:
Year Ended December 31,
2025
2024
2023
Jimmy Choo
17
%
17
%
17
%
Coach
15
%
14
%
15
%
Montblanc
15
%
15
%
17
%
GUESS
12
%
12
%
12
%
Lacoste
7
%
6
—
Donna Karan/DKNY
7
%
7
%
7
%
Ferragamo
4
%
5
%
5
%
Basis of Preparation
The consolidated financial statements include the accounts of the Company and its subsidiaries, including 72 % owned Interparfums SA, a subsidiary whose stock is publicly traded in France. All material intercompany balances and transactions have been eliminated.
Management Estimates
Management makes assumptions and estimates to prepare financial statements in conformity with accounting principles generally accepted in the United States of America. Those assumptions and estimates directly affect the amounts reported and disclosures included in the consolidated financial statements. Actual results could differ from those assumptions and estimates. Significant estimates for which changes in the near term are considered reasonably possible and that may have a material impact on the financial statements are disclosed in these notes to the consolidated financial statements.
Foreign Currency Translation
For foreign subsidiaries with operations denominated in a foreign currency, assets and liabilities are translated to U.S. dollars at year-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the year. Gains and losses from translation adjustments are accumulated in a separate component of shareholders’ equity.
Cash and Cash Equivalents and Short-Term Investments
All highly liquid investments purchased with a maturity of three months or less are considered to be cash equivalents. The Company also has short-term investments which consist of certificates of deposit with maturities greater than three months, marketable equity securities and other contracts. The Company monitors concentrations of credit risk associated with financial institutions with which the Company conducts significant business. The Company believes its credit risk is minimal, as the Company primarily conducts business with large, well-established financial institutions. Substantially all cash and cash equivalents are primarily held at financial institutions outside the United States and are readily convertible into U.S. dollars.
F-11
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
Accounts Receivable
Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by allowances for doubtful accounts or balances which are estimated to be uncollectible, which aggregated $ 3.2 million and $ 2.4 million as of December 31, 2025 , and 2024 , respectively. Accounts receivable balances are written-off against the allowance for doubtful accounts when they become uncollectible. Recoveries of accounts receivable previously recorded against the allowance are recorded in the consolidated statement of income when received. We generally grant credit based upon our analysis of the customer’s financial position, as well as previously established buying patterns.
Inventories
Inventories, including promotional merchandise, only include inventory considered saleable or usable in future periods, and are stated at the lower of cost and net realizable value, with cost being determined on the first-in, first-out method. Cost components include raw materials, direct labor and overhead (e.g., indirect labor, utilities, depreciation, purchasing, receiving, inspection and warehousing) as well as inbound freight. Promotional merchandise is charged to cost of sales at the time the merchandise is shipped to the Company’s customers.
Derivatives
All derivative instruments are recorded as either assets or liabilities and measured at fair value. The Company uses derivative instruments to principally manage a variety of market risks. For derivatives designated as hedges of the exposure to changes in fair value of the recognized asset or liability or a firm commitment (referred to as fair value hedges), the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect of that accounting is to include in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. For cash flow hedges, the effective portion of the derivative’s gain or loss is initially reported in equity (as a component of accumulated other comprehensive income) and is subsequently reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the gain or loss of a cash flow hedge is reported in earnings immediately. The Company also holds certain instruments for economic purposes that are not designated for hedge accounting treatment. For these derivative instruments, changes in their fair value are recorded in earnings immediately.
Property, Equipment and Leasehold Improvements
Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives for furniture and equipment, which range between three and fifteen years . Depreciation on buildings and leasehold improvements is calculated using the straight-line method over the shorter of the lease term or estimated useful asset lives, which range between seven and fifty years . Depreciation provided on equipment used to produce inventory, such as tools and molds, is included in cost of sales.
Long-Lived Assets
Indefinite-lived intangible assets principally consist of trademarks which are not amortized. The Company evaluates indefinite-lived intangible assets for impairment at least annually during the fourth quarter, or more frequently when events occur or circumstances change, such as an unexpected decline in sales, that would more-likely-than-not indicate that the carrying value of an indefinite-lived intangible asset may not be recoverable. When testing indefinite-lived intangible assets for impairment, the evaluation requires a comparison of the estimated fair value of the asset to the carrying value of the asset. The fair values used in our evaluations are estimated based upon discounted future cash flow projections using a weighted average cost of capital of 8.34 % and 9.47 % in 2025 and 2024 , respectively. The cash flow projections are based upon a number of assumptions, including future sales levels, future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products which are more subjective in nature. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded.
F-12
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
Intangible assets subject to amortization principally consist of licenses and are amortized on a straight-line basis over the shorter of the license term or estimated economic life, ranging from three to thirty-eight years. Intangible assets subject to amortization are evaluated for impairment testing whenever events or changes in circumstances indicate that the carrying amount of an amortizable intangible asset may not be recoverable. If impairment indicators exist for an amortizable intangible asset, the undiscounted future cash flows associated with the expected service potential of the asset are compared to the carrying value of the asset. If our projection of undiscounted future cash flows is in excess of the carrying value of the intangible asset, no impairment charge is recorded. If our projection of undiscounted future cash flows is less than the carrying value of the intangible asset, an impairment charge would be recorded to reduce the intangible asset to its fair value.
Revenue Recognition
The Company sells its products to department stores, perfumeries, specialty stores and domestic and international wholesalers and distributors. Our revenue contracts represent single performance obligations to sell our products to customers. Sales of such products by our domestic subsidiaries are denominated in U.S. dollars, and sales of such products by our foreign subsidiaries are primarily denominated in either euro or U.S. dollars. Our product revenue is recognized at a point in time when control of the promised goods is transferred to customers based on agreed upon shipping terms, which usually occurs upon shipment. Revenue is recognized in an amount that reflects the consideration that we expect to receive in exchange for those goods. Net sales are comprised of gross revenues less incentives to customers such as returns, trade discounts and allowances, which give rise to variable consideration. The Company does not bill its customers for freight and handling charges. The Company grants credit to all qualified customers and does not believe it is exposed significantly to any undue concentration of credit risk. Macy's, our top retail customer, accounted for approximately 10 % of net sales in 2025 and 12 % of net sales in 2024 and 2023 respectively.
Sales Returns
Generally, the Company does not permit customers to return their unsold products. However, for U.S. based customers, we allow returns if properly requested, authorized and approved. The Company regularly reviews and revises, as deemed necessary, its estimate of reserves for future sales returns based primarily upon historic trends and relevant current data including 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 we consider include, but are not limited to, the financial condition of our customers, store closings by retailers, changes in the retail environment and our decision to continue to support new and existing products. The Company records its estimate of potential sales returns as a reduction of sales and cost of sales with corresponding entries to accrued expenses, to record the refund liability, and inventory, for the right to recover goods from the customer. The refund liability associated with estimated returns was $ 12.2 million and $ 10.8 million at December 31, 2025 and 2024 , respectively, and the amounts recognized for the rights to recover products was $ 4.7 million and $ 4.1 million at December 31, 2025 and 2024 , respectively. The physical condition and marketability of returned products are the major factors we consider in estimating realizable value. Actual returns, as well as estimated realizable values of returned products, may differ significantly, either favorably or unfavorably, from our estimates, if factors such as economic conditions, inventory levels or competitive conditions differ from our expectations.
Payments to Customers
The Company records revenues generated from purchase with purchase and gift with purchase promotions as sales and the costs of its purchase with purchase and gift with purchase promotions as cost of sales. Certain other incentive arrangements require the payment of a fee to customers based on their attainment of pre-established sales levels. These fees have been recorded as a reduction of net sales.
F-13
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
Advertising and Promotion
Advertising and promotional costs are expensed as incurred and recorded as a component of cost of goods sold (in the case of free goods given to customers) or selling, general and administrative expenses. Advertising and promotional costs included in selling, general and administrative expenses were $ 294.7 million , $ 280.5 million and $ 261.3 million for 2025 , 2024 and 2023 , respectively. Costs relating to purchase with purchase and gift with purchase promotions that are reflected in cost of sales aggregated $ 54.6 million , $ 61.5 million and $ 52.3 million in 2025 , 2024 and 2023 , respectively.
Package Development Costs
Package development costs associated with new products and redesigns of existing product packaging are expensed as incurred.
Operating Leases
The Company leases its offices and warehouses, vehicles, and certain office equipment, substantially all of which are classified as operating leases. The Company currently has no material financing leases. The Company determines if an arrangement is a lease at inception. Operating lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term.
License Agreements
The Company’s license agreements generally provide the Company with worldwide rights to manufacture, market and sell prestige fragrances and fragrance related products using the licensors’ trademarks. The licenses typically have an initial term of approximately 5 to 15 years and are potentially renewable subject to the Company’s compliance with the license agreement provisions. The remaining terms, excluding potential renewal periods, range from approximately 1 to 23 years. Under each license, the Company is required to pay royalties in the range of 6 % to 11 % to the licensor, at least annually, based on net sales to third parties.
In certain cases, the Company may pay an entry fee to acquire, or enter into, a license where the licensor or another licensee was operating a pre-existing fragrance business. In those cases, the entry fee is capitalized as an intangible asset and amortized over its useful life.
Most license agreements require minimum royalty payments, incremental royalties based on net sales levels and minimum spending on advertising and promotional activities. Royalty expenses are accrued in the period in which net sales are recognized while advertising and promotional expenses are accrued at the time these costs are incurred.
In addition, the Company is exposed to certain concentration risk. Most of our prestige fragrance brands are licensed from unaffiliated third parties, and our business is dependent upon the continuation and renewal of such licenses.
Income Taxes
The Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The net deferred tax assets assume sufficient future earnings for their realization, as well as the continued application of currently enacted tax rates. Included in net deferred tax assets is a valuation allowance for deferred tax assets, where management believes it is more-likely-than-not that the deferred tax assets will not be realized in the relevant jurisdiction. If the Company determines that a deferred tax asset will not be realizable, an adjustment to the deferred tax asset will result in a reduction of net earnings at that time. Accrued interest and penalties are included within the related tax asset or liability in the accompanying consolidated financial statements.
F-14
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
Issuance of Common Stock by Consolidated Subsidiary
The difference between the Company’s share of the proceeds received by the subsidiary and the carrying amount of the portion of the Company’s investment deemed sold, is reflected as an equity adjustment in the consolidated balance sheets.
Treasury Stock
The Board of Directors has authorized share repurchases of the Company’s common stock (Share Repurchase Authorizations). Share repurchases under Share Repurchase Authorizations are made through open market transactions, negotiated purchase or otherwise, at times and in such amounts within the parameters authorized by the Board. Shares repurchased under Share Repurchase Authorizations are held in treasury for general corporate purposes, including issuances under various employee stock option plans. Treasury shares are accounted for under the cost method and reported as a reduction of equity. Share Repurchase Authorizations may be suspended, limited or terminated at any time without notice.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued A ccounting Standards Update (" ASU") No. 2023 - 09 , Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures. The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and shall be applied on a prospective basis with the option to apply retrospectively. The Company adopted the ASU as of December 31, 2025 and applied its provisions prospectively (See Note 15).
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024 - 03 , Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40 ): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU No. 2025 - 01 , Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Clarifying the Effective Date, which clarified the effective date of ASU 2024 - 04 . The ASU requires, among other things, more detailed disclosures about types of expenses in commonly presented expense captions such as cost of sales and selling, general and administrative expenses and is intended to improve the disclosures about an entity's expenses including purchases of inventory, employee compensation, depreciation and intangible asset amortization. ASU 2024 - 03 will also require the Company to disclose both the amount and the Company's definition of selling expenses. The guidance, as clarified by ASU 2025 - 01 , is effective for fiscal years beginning after December 15, 2026, and interim periods for fiscal years beginning after December 15, 2027, on a prospective or retrospective basis. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our disclosures.
In November 2025, the FASB issued ASU 2025‑09, Derivatives and
Hedging (Topic 815): Hedge Accounting Improvements. The guidance makes
targeted amendments to the hedge accounting model to better align the
accounting with an entity’s risk management activities and to clarify the
application of certain hedge accounting requirements. The amendments are effective for the Company for fiscal
years beginning after December 15, 2026, including interim periods, with early
adoption permitted. The Company is currently evaluating the impact of adopting
this guidance on its hedge accounting policies and disclosures; however, the
Company does not expect adoption to have a material impact on its consolidated
financial position, results of operations, or cash flows.
There are no other recent accounting pronouncements issued but not yet adopted that would have a material effect on our consolidated financial statements.
Reclassifications
Certain prior year amounts in the accompanying notes to consolidated financial statements have been reclassified to conform with current period presentation.
F-15
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
Correction of Immaterial Misstatements in Prior Period Financial Statements
During the year ended December 31, 2025 , management identified a misclassification in the presentation of deferred tax asset within the Consolidated Balance Sheet and Consolidated Statement of Cash Flows in the Company's previously issued consolidated financial statements for the year ended December 31, 2024 and 2023. Specifically, certain amounts previously presented in Deferred tax asset should have been presented in Other current assets as prepaid tax.
The Company evaluated the misclassification under ASC 250, Accounting Changes and Error Corrections, and considered both quantitative and qualitative factors in assessing materiality, including the guidance in Staff Accounting Bulletin (“SAB”) No. 99 , Materiality, and SAB No. 108 , Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. Management concluded that misclassification was not material to any of the Company's previously issued consolidated financial statements for the affected periods. However, management further concluded that revising the affected prior-period presentation in the current period is appropriate to ensure comparability.
As a result, the Company has revised the Consolidated Balance Sheet as of December 31, 2024 and the Consolidated Statement of Cash Flows for the periods ended December 31, 2024 and 2023 presented in this Annual Report on Form 10-K for the year ended December 31, 2025. The revision impacted only the presentation within the consolidated financial statements and did not impact the Company's previously reported net income, income from operations, total operating, investing, or financing cash flows, total assets, total liabilities, or stockholders' equity for the period presented.
The following table presents a summary of the effect of correcting this error on the Company's previously issued financial statements:
For the Year Ended December 31, 2024
Consolidated Balance Sheet
As previously reported
Adjustment
As revised
(in thousands)
Other current assets
27,035
11,569
38,604
Total current assets
914,832
11,569
926,401
Deferred tax assets
17,034
( 11,569
)
5,465
The Company revised the Statement of Cash Flows for the years ended December 31, 2024 and 2023 to reflect the reduction in adjustments to reconcile net income for Deferred tax benefit and the reduction of cash inflows related to Other assets in the amounts of $ 1.3 million, respectively. The revisions did not impact the total cash flows or total net cash provided by operating activities for either period.
Amounts within Note 15 - Income Taxes were also revised to correct the previously presented Effect of inventory profit elimination and net deferred tax assets for the year ended December 31, 2024.
F-16
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024 and 2023
(In thousands except share and per share data)
( 2 )
Recent Agreements
Nautica
In January 2026, we entered into a 20 -year license agreement for Nautica brand fragrances and fragrance related products, a subsidiary of the Authentic Brands Group. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry.
David Beckham
In January 2026, we entered into a 20 -year license agreement for David Beckham brand fragrances and fragrance related products, a subsidiary of the Authentic Brands Group. This license will become effective on the earlier of April 1, 2028 or the termination of the existing license agreement. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry.
GUESS
In 2018 , GUESS?, Inc. and the Company signed an exclusive worldwide license agreement for the creation, the manufacturing and the distribution of fragrances under the GUESS brand until December 31, 2033 . In December 2025, the license agreement was renewed for an additional 15 years, extending the license through December 31, 2048 .
Longchamp
In July 2025, we announced that our 72 % owned French subsidiary, Interparfums SA, signed an exclusive license agreement with Longchamp, a Parisian Maison, through December 31, 2036 . Interparfums SA will be responsible for the creation, development, production and distribution of fragrance lines in Longchamp-brand points of sale and selective distribution channels. The first launch is expected in 2027 . Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry.
Goutal
In March 2025, we announced that our 72 % owned French subsidiary, Interparfums SA, acquired all intellectual property rights relating to Goutal Paris held by Amorepacific Europe. Amorepacific Europe operated the Goutal brand under an existing license agreement that expired on December 31, 2025 , and Interparfums SA began commercial use of the fragrance brand on January 1, 2026.
Coach
In 2015 , Coach and Interparfums SA signed an exclusive worldwide license agreement for the creation, the manufacturing and the distribution of fragrances under the Coach brand until June 30, 2026. In March 2025, the license agreement was renewed for an additional 5 -year term, extending the license through June 30, 2031 .
F-17
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024 and 2023
(In thousands except share and per share data)
Abercrombie & Fitch and Hollister
In March 2025, we expanded our Fierce distribution agreement, which now allows for global distribution of the iconic Fierce fragrance line that either party may terminate on two years ’ notice. Furthermore, our existing Abercrombie & Fitch and Hollister fragrance license agreement will expire on March 14, 2028 . The goal of the updated Fierce distribution agreement is to drive, over time, more consistency between the products that are carried in the Abercrombie & Fitch stores and unaffiliated retailers.
Off-White
In December 2024, we announced that our 72 % owned French subsidiary, Interparfums SA, signed for all Off-White brand names and registered trademarks for Class 3 fragrance and cosmetic products, subject to an existing license that expires on December 31, 2025 , when Interparfums SA will begin commercial use of the fragrance brand.
Van Cleef & Arpels
In 2006 , Van Cleef & Arpels and Interparfums SA signed a 12 -year worldwide license agreement to manufacture and distribute perfumes and related products under the Van Cleef & Arpels brand name, which was subsequently extended for a further six years until December 31, 2024. In December 2024, the license agreement was renewed for an additional 9 -year term, through December 31, 2033 .
Roberto Cavalli
In July 2023, we closed a transaction agreement with Roberto Cavalli, whereby an exclusive and worldwide license was granted for the production and distribution of Roberto Cavalli brand perfumes and fragrance related products. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. The license became effective in July 2023 and will last for 6.5 years. We began shipping Roberto Cavalli perfumes and fragrance related products in February 2024.
Lacoste
In December 2022, we closed a transaction agreement with Lacoste, whereby an exclusive and worldwide license was granted for the production and distribution of Lacoste brand perfumes and cosmetics. Our rights under this license are subject to certain minimum advertising expenditures and royalty payments as are customary in our industry. The license became effective in January 2024 and will last for 15 years. We began shipping Lacoste fragrances in January 2024.
Dunhill
The Dunhill fragrance license expired on September 30, 2023 and was not renewed. The Company had a twelve -month sell-off period during which it maintained the right to sell-off remaining Dunhill fragrance inventory, which is customary in the fragrance industry. As of September 30, 2024, all finished goods and components were sold and we no longer carry any inventory related to Dunhill.
F-18
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
Rochas Fashion
As a result of operational challenges faced by the Rochas Fashion business we took a $ 2.4 million impairment charge on our Rochas fashion trademark in the first quarter of 2021 and a $ 6.8 million impairment charge in the fourth quarter of 2022 after an independent expert concluded that the valuation of the trademark was $ 11.2 million. In 2023 , the Rochas teams underwent a strategic shift to take over their own brand operations, exiting contracts with manufacturers and distributors to make this new structure operational beginning in 2024 . In the fourth quarter of 2024 , we again took a $ 4.0 million impairment charge on the Rochas fashion trademark after management reviewed and agreed with an independent expert's conclusion that the valuation of the trademark was $ 7.2 million. There were no impairment charges taken in 2025 or 2023 .
(3)
Inventories
Inventories consist of the following:
(In thousands)
December 31, 2025
December 31, 2024
Raw materials and component parts
$
129,706
$
137,572
Finished goods
221,671
234,348
$
351,377
$
371,920
Overhead included in inventory aggregated $ 6.5 million and $ 6.1 million as of December 31, 2025 and 2024 , respectively. Included in inventories is an inventory reserve, which represents the difference between the cost of the inventory and its estimated net realizable value, based upon sales forecasts and the physical condition of the inventories. In addition, and as necessary, specific reserves for future known or anticipated events may be established. Inventory reserves aggregated $ 24.9 million and $ 18.4 million as of December 31, 2025 and 2024 , respectively.
F-19
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
(4)
Fair Value of Financial Instruments
The following tables present our financial assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value.
Fair Value Measurements at December 31, 2025
Quoted Prices in
Significant Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
Total
(Level 1 )
(Level 2 )
(Level 3 )
Assets:
Short-term investments
$
137,093
$
3,801
$
133,292
$
—
Interest rate swaps
1,597
—
1,597
—
Foreign currency forward exchange contracts not accounted for using hedge accounting
498
—
498
—
Foreign currency forward exchange contracts accounted for using hedge accounting
169
—
169
—
Total Assets
$
139,357
$
3,801
$
135,556
$
—
Fair Value Measurements at December 31, 2024
Quoted Prices in
Significant Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
Total
(Level 1 )
(Level 2 )
(Level 3 )
Assets:
Short-term investments
$
109,311
$
7,703
$
101,608
$
—
Interest rate swaps
1,967
—
1,967
—
Total Assets
$
111,278
$
7,703
$
103,575
$
—
Liabilities:
Foreign currency forward exchange contracts not accounted for using hedge accounting
445
—
445
—
Foreign currency forward exchange contracts accounted for using hedge accounting
1,435
—
1,435
—
Total Liabilities Total Assets
$
1,880
$
—
$
1,880
$
—
F-20
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
The carrying amount of cash and cash equivalents including money market funds, short-term investments including marketable equity securities, accounts receivable, other receivables, accounts payable and accrued expenses approximates fair value due to the short terms to maturity of these instruments. The carrying amount of loans payable approximates fair value as the interest rates on the Company’s indebtedness approximate current market rates. The fair value of the Company’s long-term debt was estimated based on the current rates offered to companies for debt with the same remaining maturities and is approximately equal to its carrying value.
Foreign currency forward exchange contracts are valued based on quotations from financial institutions and the value of interest rate swaps is the discounted net present value of the swaps using third party quotes from financial institutions.
(5)
Derivative Financial Instruments
The Company enters into foreign currency forward exchange contracts to hedge exposure related to receivables denominated in a foreign currency and occasionally to manage risks related to future sales expected to be denominated in a foreign currency. Before entering into a derivative transaction for hedging purposes, it is determined that a high degree of initial effectiveness exists between the change in value of the hedged item and the change in the value of the derivative instrument from movement in exchange rates. High effectiveness means that the change in the cash flows of the derivative instrument will effectively offset the change in the cash flows of the hedged item. The effectiveness of each hedged item is measured throughout the hedged period and is based on the dollar offset methodology and excludes the portion of the fair value of the foreign currency forward exchange contract attributable to the change in spot-forward difference which is reported in current period earnings. Any hedge ineffectiveness is also recognized as a gain or loss on foreign currency in the income statement. For hedge contracts that are no longer deemed highly effective, hedge accounting is discontinued, and gains and losses accumulated in other comprehensive income are reclassified to earnings. If it is probable that the forecasted transaction will no longer occur, then any gains or losses accumulated in other comprehensive income are reclassified to current-period earnings.
In December 2022, to finance the acquisition of the Lacoste trademark, the Company entered into a € 50 million (approximately $ 58.8 million ) 4 -year term loan with a variable interest rate. This variable rate debt was swapped for variable interest rate debt with a maximum rate of 2 % per annum. This swap is a hedged derivative instrument and is therefore recorded at fair value and changes in fair value are reflected in other comprehensive income.
In connection with the April 2021 acquisition of the office building complex in Paris, € 120 million (approximately $ 141.0 million) of the purchase price was financed through a 10 -year term loan. The Company entered into interest rate swap contracts related to € 80 million of the loan, effectively exchanging the variable interest rate to a fixed rate of approximately 1.1 %. This derivative instrument is recorded at fair value and changes in fair value are reflected in the accompanying consolidated statements of income.
Gains and losses in derivatives designated as hedges are accumulated in other comprehensive income (loss) and gains and losses in derivatives not designated as hedges are included in (gain) loss on foreign currency on the accompanying income statements. Such gains and losses were immaterial in each of the years in the three -year period ended December 31, 2025 .
All derivative instruments are reported as either assets or liabilities on the consolidated balance sheet measured at fair value. The valuation of interest rate swaps is included in long-term debt on the accompanying consolidated balance sheets. The valuation of foreign currency forward exchange contracts at December 31, 2025 and December 31, 2024 , resulted in an asset and is included in other current assets on the accompanying consolidated balance sheets.
At December 31, 2025 , the Company had foreign currency contracts in the form of forward exchange contracts with notional amounts of approximately U.S. $ 64 million which all have maturities of less than one year .
F-21
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
(6)
Property, Equipment and Leasehold Improvements
December 31,
2025
2024
Land and Building (construction in progress)
$
161,081
$
147,786
Equipment
92,315
59,800
Leasehold improvements
10,462
8,456
263,858
216,042
Less accumulated depreciation
78,967
62,269
$
184,891
$
153,773
Depreciation expense was $ 10.9 million , $ 10.4 million and $ 9.8 million in 2025 , 2024 , and 2023 , respectively.
Land and building includes construction in progress in the amount $ 25.2 million and $ 10.5 million at December 31, 2025 and 2024, respectively.
(7)
Trademarks, Licenses and Other Intangible Assets
2025
Gross
Accumulated
Net Book
Amount
Amortization
Value
Trademarks (indefinite lives)
$
153,502
$
—
$
153,502
Trademarks (finite lives)
46,068
678
45,390
Licenses (finite lives)
224,001
100,918
123,083
Other intangible assets (finite lives)
24,062
20,852
3,210
Subtotal
294,131
122,448
171,683
Total
$
447,633
$
122,448
$
325,185
2024
Gross
Accumulated
Net Book
Amount
Amortization
Value
Trademarks (indefinite lives)
$
116,187
$
—
$
116,187
Trademarks (finite lives)
40,732
599
40,133
Licenses (finite lives)
202,852
79,800
123,052
Other intangible assets (finite lives)
20,238
17,126
3,112
Subtotal
263,822
97,525
166,297
Total
$
380,009
$
97,525
$
282,484
F-22
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
Amortization expense was $ 14.4 million , $ 13.6 million and $ 7.5 million in 2025 , 2024 and 2023 , respectively. Amortization expense is expected to approximate $ 12.2 million in 2026, $ 12.0 million in 2027, $ 11.3 million in 2028, $ 10.8 million in 2029 , and $ 10.4 million in 2030. The weighted average amortization period for trademarks, licenses and other intangible assets with finite lives are 18 years, 15.5 years and 2.5 years, respectively, and 14.8 years on average.
During the year ended December 31, 2025, the majority of the change in gross amount of trademarks with indefinite lives was related to the acquisition of all intellectual property rights of Goutal Paris in March 2025.
The Company reviews intangible assets with indefinite lives for impairment annually in the fourth quarter or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There was an impairment charge for trademarks with indefinite useful lives of $ 4.0 million in 2024 , relating to our Rochas fashion business. There were no impairment charges for trademarks with indefinite useful lives in 2025 and 2023 . The fair values used in our evaluations are estimated based upon discounted future cash flow projections using a weighted average cost of capital of 8.34 %, 9.47 %, and 10.39 % as of December 31, 2025 , 2024 and 2023 , respectively. The cash flow projections are based upon a number of assumptions, including future sales levels and future cost of goods and operating expense levels, as well as economic conditions, changes to our business model or changes in consumer acceptance of our products which are more subjective in nature. The Company believes that the assumptions it has made in projecting future cash flows for the evaluations described above are reasonable and currently no other impairment indicators exist for our indefinite-lived assets. However, if future actual results do not meet our expectations, the Company may be required to record an impairment charge, the amount of which could be material to our results of operations.
The cost of trademarks, licenses and other intangible assets with finite lives is being amortized by the straight-line method over the term of the respective license or the intangible assets estimated useful life which range from three to thirty years . If the residual value of a finite life intangible asset exceeds its carrying value, then the asset is not amortized. The Company reviews intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Trademarks (finite lives) primarily represent Lanvin brand names and trademarks. In connection with their purchase, Lanvin was granted the right to repurchase the brand names and trademarks on July 1, 2027 for € 70 million (approximately $ 82.3 million), representing the residual value, in accordance with an amendment signed in 2021 . Because the residual value of the intangible asset exceeds its carrying value, the asset is not being amortized.
(8)
Accrued Expenses
Accrued expenses consist of the following:
December 31,
2025
2024
Advertising liabilities
$
71,463
$
66,248
Salary (including bonus and related taxes)
27,387
26,743
Royalties
29,343
27,206
Due vendors (not yet invoiced)
34,108
24,027
Retirement reserves
5,973
5,012
Refund (return) liability
12,166
10,826
Other
9,182
12,696
$
189,622
$
172,758
F-23
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
(9)
Loans Payable – Banks
In
May 2025, the Company and its domestic subsidiaries entered into a € 30
million senior unsecured revolving credit facility, which bears interest at the Euribor plus a margin of 1.65 %. The line of credit which has a maturity date of April 18, 2026 , is expected to be renewed on an annual basis. The company took out an advance on this line of credit in May 2025 of € 30 million and repaid the amount in full in September 2025. The interest on this borrowing was 3.52 %.
The Company and its domestic subsidiaries have available a $ 25 million unsecured revolving line of credit due on demand, which bears interest at the Secured Overnight Financing Rate ("SOFR") plus 1.75 % (the SOFR was 3.87 % as of December 31, 2025 ). The line of credit which has a maturity date of April 30, 2026 , is expected to be renewed on an annual basis.
The Company and its domestic subsidiaries have available a $ 20 million unsecured revolving line of credit due on demand, which bears interest at the SOFR plus a margin (the SOFR was 3.87 % as of December 31, 2025 ). The line of credit, which has a maturity date of December 31, 2025 , is expected to be renewed on an annual basis.
Borrowings outstanding pursuant to all lines of credit were zero as of December 31, 2025 and 2024 .
The Company’s foreign subsidiaries have available credit lines totaling approximately $ 9.4 million (€ 8 million) provided by a consortium of international financial institutions. These credit lines bear interest at the three-month Euribor rate plus 1.65 % ( Three-Month Euribor was 2.03 % at December 31, 2025 ). Borrowings outstanding pursuant to lines of credit were $ 9.4 million and $ 8.3 million as of December 31, 2025 and 2024 .
The weighted average interest rate on these short-term borrowings was 5.2 % as of December 31, 2025 and 2024 .
(10)
Long-Term Debt
Long-term debt consists of the following:
December 31,
2025
2024
$ 35.3 million (€ 30 million) payable in 72 monthly installments of approximately $ 0.5 million each beginning in June 2025 , bearing interest at one-month Euribor plus 0.88 %
31,819
-
$ 23.5 million (€ 20 million) payable in 72 monthly installments of approximately $ 0.3 million each beginning in June 2025 , bearing interest at 3.0 % per annum
21,401
-
$ 47.0 million (€ 40 million) payable in 36 monthly installments of approximately $ 1.3 million each beginning in August 2024, bearing interest at 4.03 % per annum
$
25,525
$
36,087
$ 58.8 million (€ 50 million) payable in 48 equal monthly installments of $ 1.2 million beginning in December 2022, bearing interest at one-month Euribor plus 0.825 %
13,463
25,052
$ 141.0 million (€ 120 million) payable in 120 equal monthly installments of $ 1.2 million beginning in April 2021, bearing interest at one-month Euribor plus 0.75 %
73,731
77,481
$ 15.0 million payable in 14 equal annual installments of $ 1.1 million beginning in January 2020 including interest imputed at 4.1 % per annum
—
8,416
$ 17.6 million payable (€ 15 million) in 10 equal annual installments of $ 1.8 million beginning in October 2021 including interest imputed at 2.0 % per annum
10,089
10,305
176,028
157,341
Less current maturities
54,774
41,607
Total
$
121,254
$
115,734
F-24
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
In December 2025, the Company entered into an amendment with a Licensor that released the Company from its obligations to make further installment payments on the $ 15.0 million payable. A gain of $ 7.6 million was recorded within Other income on the consolidated statement of income related to this debt extinguishment.
In June 2025, the Company entered into a $ 35.3 million ( € 30 million) three -year loan agreement. The loan agreement bears interest at a variable rate of one-month Euribor plus a margin of 0.88 %.
In June 2025, the Company entered into a $ 23.5 million ( € 20 million) three -year loan agreement. The loan agreement bears interest at 3.0 % per annum.
In July 2024, the Company entered into a $ 47.0 million (€ 40 million) three -year loan agreement. The loan agreement bears interest at 4.03 % per annum .
In December 2022, to finance Interparfums SA’s acquisition of the Lacoste trademark, the Company entered into a $ 58.8 million (€ 50 million) four -year loan agreement. The loan agreement bears interest at one-month Euribor rates plus a margin of 0.825 %. This variable rate debt was swapped for variable interest rate debt with a maximum rate of 2 % per annum. The swap is a derivative instrument and is therefore recorded at fair value and changes in fair value are reflected in the accompanying consolidated statements of income.
In April 2021, to finance the acquisition of Interparfums SA’s corporate headquarters, the Company entered into a $ 141.0 million (€ 120 million) ten -year credit agreement. Approximately $ 94 million (€ 80.0 million) of the variable rate debt was swapped for variable interest rate debt with maximum rate of 2 % per annum. The swap is a derivative instrument and is therefore recorded at fair value and changes in fair value are reflected in the accompanying consolidated statements of income.
Maturities of long-term debt subsequent to December 31, 2025 are approximately $ 54.8 million in 2026 , $ 35.1 million in 2027 , $ 25.6 million in 2028 , $ 25.7 million in 2029 , $ 24.4 million in 2030 , and $ 10.5 million thereafter through 2033 .
(11)
Commitments
Leases
The Company leases offices, warehouses and vehicles, substantially all of which are classified as operating leases. The Company currently has no material financing leases. The Company determines if an arrangement is a lease at inception. Operating lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term.
In determining lease asset value, the Company considers fixed or variable payment terms, prepayments, incentives, and options to extend or terminate, depending on the lease. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. The Company generally uses its incremental borrowing rate based on information available at the lease commencement date for the location in which the lease is held in determining the present value of lease payments.
As of December 31, 2025 , the weighted average remaining lease term was 3.5 years and the weighted average discount rate used to determine the operating lease liability was 3.2 %. Rental expense related to operating leases was $ 7.1 million , $ 6.5 million , and $ 5.8 million for the years ended December 31, 2025 , 2024 and 2023 , respectively. Operating lease payments included in operating cash flows totaled $ 7.0 million , $ 6.1 million , and $ 5.3 million in 2025 , 2024 , and 2023 , respectively. Noncash additions to operating lease assets totaled $ 0.8 million , $ 2.5 million , and $ 4.8 million in 2025 , 2024 , and 2023 , respectively.
F-25
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
Maturities of lease liabilities subsequent to December 31, 2025 are as follows:
(In thousands)
2026
$
6,512
2027
6,392
2028
5,727
2029
3,700
2030
128
Thereafter
415
22,874
Less imputed interest (based on 3.2 % weighted-average discount rate)
( 581
)
$
22,293
License Agreements
The Company is party to a number of licenses and other agreements for the use of trademarks and rights in connection with the manufacture and sale of its products expiring at various dates through 2038. In connection with certain of these license agreements, the Company is subject to minimum annual advertising commitments, minimum annual royalties and other commitments as follows:
(In thousands)
2026
$
378,484
2027
355,078
2028
338,869
2029
320,429
2030
275,121
Thereafter
1,308,933
$
2,976,914
Future advertising commitments are estimated based on planned future sales for the license terms that were in effect at December 31, 2025 , without consideration for potential renewal periods. The above figures do not reflect the fact that our distributors share our advertising obligations. Royalty expense included in selling, general and administrative expenses, aggregated $ 121.7 million , $ 117.8 million and $ 103.8 million in 2025 , 2024 and 2023 , respectively, and represented 8.2 %, 8.1 % and 7.9 % of net sales for the years ended December 31, 2025 , 2024 and 2023 , respectively.
F-26
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024 and 2023
(In thousands except share and per share data)
(12)
Equity
Share-Based Payments
The Company maintains a stock option program for key employees, executives and directors. The plans, all of which have been approved by shareholder vote, provide for the granting of both nonqualified and incentive options. Options granted under the plans typically have a six -year term and vest over a four to five -year period. The fair value of shares vested aggregated $ 0.8 million , $ 1.2 million and $ 1.2 million in 2025 , 2024 and 2023 , respectively. Compensation cost, net of estimated forfeitures, is recognized on a straight-line basis over the requisite service period for the entire award. Forfeitures are estimated based on historic trends. It is generally the Company’s policy to issue new shares upon exercise of stock options.
The following table sets forth information with respect to nonvested options for 2025 :
Number of Shares
Weighted Average Grant Date Fair Value
Nonvested options – beginning of year
118,650
$
30.02
Nonvested options granted
50,500
$
20.51
Nonvested options vested or forfeited
( 37,550
)
$
28.40
Nonvested options – end of year
131,600
$
26.83
The effect of share-based payment expenses decreased income statement line items as follows:
Year Ended December 31,
2025
2024
2023
Income before income taxes
$
1,568
$
2,379
$
2,525
Net income attributable to Interparfums, Inc.
1,071
1,565
1,700
Diluted earnings per share attributable to Interparfums, Inc.
0.03
0.05
0.05
F-27
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024 and 2023
(In thousands except share and per share data)
The following table summarizes stock option activity and related information for the years ended December 31, 2025 , 2024 and 2023 :
Year ended December 31,
2025
2024
2023
Options
Weighted
Average
Exercise
Price
Options
Weighted
Average
Exercise
Price
Options
Weighted
Average
Exercise
Price
Shares under option -beginning of year
248,430
$
103.00
308,970
$
86.52
441,580
$
67.30
Options granted
50,500
84.64
47,250
130.60
47,500
147.71
Options exercised
( 102,240
)
74.13
( 105,510
)
66.83
( 154,220
)
52.04
Options forfeited
( 9,640
)
125.23
( 2,280
)
115.59
( 25,890
)
76.32
Shares under option - end of year
187,050
112.67
248,430
103.00
308,970
86.52
At December 31, 2025 , options for 410,380 shares were available for future grant under the plans. The aggregate intrinsic value of options outstanding is $ 0.1 million as of December 31, 2025 and unrecognized compensation cost related to stock options outstanding aggregated $ 3.3 million , which will be recognized over the next five years .
The weighted average fair values of options granted by Interparfums, Inc. during 2025 , 2024 and 2023 were $ 20.51 , $ 33.31 and $ 35.08 per share, respectively, on the date of grant using the Black-Scholes option pricing model to calculate the fair value.
The assumptions used in the Black-Scholes pricing model are set forth in the following table:
Year Ended December 31,
2025
2024
2023
Weighted average expected stock-price volatility
31
%
30
%
29
%
Weighted average expected option life
4.3 years
4.4 years
4.0 years
Weighted average risk-free interest rate
3.7
%
4.4
%
3.8
%
Weighted average dividend yield
2.7
%
2.3
%
2.0
%
Expected volatility is estimated based on historic volatility of the Company’s common stock. The expected term of the option is estimated based on historic data. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant of the option and the dividend yield reflects the assumption that the dividend payout as authorized by the Board of Directors would maintain its current payout ratio as a percentage of earnings.
Proceeds, tax benefits and intrinsic value related to stock options exercised were as follows:
Year Ended December 31,
2025
2024
2023
Proceeds from stock options exercised
$
7,579
$
7,049
$
8,025
Tax benefits
$
23
$
673
$
1,150
Intrinsic value of stock options exercised
$
2,392
$
7,052
$
11,578
F-28
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
The following table summarizes additional stock option information as of December 31, 2025 :
Exercise prices
Options
outstanding
Options outstanding
weighted average remaining
contractual life
Options
exercisable
$ 62.18 - $ 69.11
4,500
0.08 years
4,500
$ 97.84
44,300
1.99 years
24,900
$ 147.71
42,500
2.99 years
17,000
$ 130.60
45,250
4.00 years
9,050
$ 84.64
50,500
5.00 years
—
Totals
187,050
3.47 years
55,450
As of December 31, 2025 , the weighted average exercise price of options exercisable was $ 115.58 and the weighted average remaining contractual life of options exercisable is 2.5 years. The aggregate intrinsic value of options exercisable at December 31, 2025 is $ 0.1 million .
In March 2022, Interparfums SA, our 72 % owned French subsidiary, approved a plan to grant an aggregate of 88,400 shares to all Interparfums SA employees and corporate officers having more than six months of employment at grant date, subject to certain corporate performance conditions. The corporate performance conditions were met and therefore in June 2025, 106,046 shares, adjusted for stock splits, were distributed.
The fair value of the grant had been determined based on the quoted stock price of Interparfums SA shares as reported by the Euronext on the date of grant. The aggregate cost of the grant of approximately $ 4.2 million was recognized as compensation cost on a straight-line basis over the requisite three and a quarter year service period.
In order to avoid dilution of the Company’s ownership of Interparfums SA, all shares distributed or to be distributed pursuant to this plan were pre-existing shares of Interparfums SA, purchased in the open market by Interparfums SA. As of December 31, 2025 , the Company had acquired 106,046 shares at an aggregate cost of $ 4.5 million.
In December 2025, Interparfums SA, approved a new performance-based free share plan to grant an aggregate of 137,900 shares to all Interparfums SA employees and corporate officers who are employed as of the final vesting date of March 1, 2029, subject to certain corporate performance conditions. The fair value of the grant was determined based on the quoted stock price of Interparfums SA shares as reported by the Euronext on the date of the grant, adjusted for expected dividends over the vesting period and for performance conditions. Based on the expected retention rate and probability of achieving performance conditions, the total estimated expense for the plan is approximately $ 2.3 million (€ 2 million), recognized on a straight-line basis over the 3.25 year vesting period. In order to avoid dilution of the Company’s ownership of Interparfums SA, all shares to be distributed pursuant to this plan will be pre-existing shares of Interparfums SA, purchased in the open market by Interparfums SA. As of December 31, 2025, the Company has not acquired any shares.
All share purchases and issuances have been classified as equity transactions on the accompanying consolidated balance sheet.
Treasury Stock
In December 2022 and continuing through 2023, our Board of Directors authorized a share repurchase program for our outstanding common stock up to 166,060 shares. In February 2024, our Board of Directors authorized the Company to continue repurchasing up to 130,000 shares throughout 2024 and in February 2025, our Board of Directors again authorized the company to continue repurchasing up to 130,000 shares throughout 2025, which was increased to 260,000 shares in April 2025.
During 2025, the Company repurchased 145,125 shares at a cost of $ 13.9 million and during 2023, the Company repurchased 116,860 shares at a cost of $ 15.4 million. No shares were repurchased during 2024. These shares are classified as treasury stock on the accompanying consolidated balance sheet.
F-29
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025, 2024 and 2023
(In thousands except share and per share data)
During 2025, the cancellation of 1,093,950 of outstanding shares that were classified as treasury stock with $ 0 value was authorized by our Board of Directors on April 2, 2025 and by our shareholders at our 2025 Annual Meeting of Shareholders held on September 9, 2025. The shares were cancelled on September 18, 2025 when the Certificate of Amendment was filed in Delaware. As a result of the cancellation, these shares were removed from the number of treasury stock common shares as of December 31, 2025 on the accompanying consolidated balance sheet.
Dividends
In February 2023, our Board of Directors authorized an annual dividend to $ 2.50 per share and in February 2024, our Board of Directors increased the annual dividend to $ 3.00 per share. In February 2025, our Board of Directors further increased the annual dividend to $ 3.20 per share, and in 2026 our Board of Directors maintained the annual dividend at $ 3.20 per share. The next quarterly cash dividend of $ 0.80 per share is payable on March 31, 2026 to shareholders of record on March 16, 2026 .
( 13 )
Net Income Attributable to Interparfums, Inc. Common Shareholders
Net income attributable to Interparfums, Inc. per common share (“basic EPS”) is computed by dividing net income attributable to Interparfums, Inc. by the weighted average number of shares outstanding. Net income attributable to Interparfums, Inc. per share assuming dilution (“diluted EPS”), is computed using the weighted average number of shares outstanding, plus the incremental shares outstanding assuming the exercise of dilutive stock options using the treasury stock method.
The reconciliation between the numerators and denominators of the basic and diluted EPS computations is as follows:
Year ended December 31,
(In thousands except share and per share data)
2025
2024
2023
Numerator:
Net income attributable to Interparfums, Inc.
$
168,387
$
164,358
$
152,654
Denominator:
Weighted average shares
32,102,264
32,036,728
31,994,328
Effect of dilutive securities:
Stock options
35,933
87,557
145,374
Denominator for diluted earnings per share
32,138,197
32,124,285
32,139,702
Earnings per share:
Net income attributable to Interparfums, Inc.
common shareholders:
Basic
$
5.25
$
5.13
$
4.77
Diluted
5.24
5.12
4.75
Not included in the above computations is the effect of anti-dilutive potential common shares, which consist of outstanding options to purchase 0.1 million , 0.05 million , and nil shares of common stock for 2025 , 2024 , and 2023 , respectively.
F-30
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
( 14 )
Segments and Geographic Areas
Operating and reportable segments ("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's CODM is the founders of Interparfums, Inc. which includes the Chief Executive Officer and Chairman of the Board of Directors of Interparfums, Inc. and the President of Interparfums, Inc. and Chief Executive Officer of Interparfums SA. The Company manufactures and distributes one product line, fragrances and fragrance related products. The Company manages its business in two segments, European based operations and United States based operations. The European based operations, assets and business operations are primarily conducted in France, and include the results and assets of Interparfums Luxury Brands, Inc., located in the United States. For United States based operations, assets and business operations are primarily conducted in the United States, and include the results and assets of Interparfums Italia Srl, located in Italy. Both European based operations and United States based operations primarily represent the sale of prestige brand name fragrances.
The accounting policies for the Company's reportable segments are the same as those described in the summary of significant accounting policies. The Company evaluates the performance of its segments and allocates resources based on gross margin and income from operations. Segment gross margin and segment income from operations include intersegment revenues and expenses. For both segments, the CODM used these measures in the annual budgeting and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis for both profit measures when making decisions about allocating capital and personnel to the segments and in determining the compensation of employees. The CODM also uses segment gross margin for evaluating product pricing, customer and product mix, cost optimization, and marketing strategies and used segment income from operations to assess the performance and relative profitability of each segment by comparing the results of each segment with one another.
Information on the Company’s operations by segments is as follows:
Year ended December 31, 2025
United States
based operations
European
based operations
Total
Net sales
$
482,416
$
1,016,303
$
1,498,719
Eliminations (a)
—
( 10,210
)
( 10,210
)
482,416
1,006,093
1,488,509
Less: (b)
Cost of sales
200,927
344,470
Eliminations (a)
—
( 4,107
)
Segment gross margin
281,489
665,730
947,219
Less: (b)
Advertising and Promotion
75,393
219,261
Employee related costs
51,642
77,328
Royalties
36,007
85,732
Other segment items (c)
39,497
92,042
Segment income from operations
$
78,950
$
191,367
$
270,317
Reconciliation:
Interest expense
7,248
Loss on foreign currency
4,779
Interest and investment income
( 3,877
)
Other income
( 9,165
)
Income before income taxes
$
271,332
F-31
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
Year ended December 31, 2024
United States
based operations
European
based operations
Total
Net sales
$
511,307
$
953,046
$
1,464,353
Eliminations (a)
—
( 12,028
)
( 12,028
)
511,307
941,018
1,452,325
Less: (b)
Cost of sales
215,207
314,465
Eliminations (a)
—
( 4,688
)
Segment gross margin
296,100
631,241
927,341
Less: (b)
Advertising and Promotion
79,479
$
201,065
Employee related costs
51,318
74,071
Royalties
37,081
80,711
Other segment items (c)
39,048
89,772
Segment income from operations
$
89,174
$
185,622
$
274,796
Reconciliation:
Interest expense
7,825
Loss on foreign currency
1,085
Interest and investment income
( 2,218
)
Other income
( 287
)
Income before income taxes
$
268,391
Year ended December 31, 2023
United States
based operations
European
based operations
Total
Net sales
$
455,758
$
863,397
$
1,319,155
Eliminations (a)
—
( 1,480
)
( 1,480
)
455,758
861,917
1,317,675
Less: (b)
Cost of sales
195,973
282,624
Segment gross margin
259,785
579,293
839,078
Less: (b)
Advertising and Promotion
70,033
191,253
Employee related costs
45,880
70,473
Royalties
32,573
71,214
Other segment items (c)
32,622
73,648
Segment income from operations
$
78,677
$
172,705
$
251,382
Reconciliation:
Interest expense
11,253
Loss on foreign currency
1,582
Interest and investment income
( 10,729
)
Other income
( 317
)
Income before income taxes
$
249,593
F-32
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
(a)
Eliminations of intercompany sales relate to European based operations products sold to United States based operations.
(b)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(c)
Other segment items for each reportable segment include expenses for professional services, travel & entertainment, rent, warehousing, shipping, depreciation & amortization, and other selling, general and administrative costs.
Other segment disclosures:
Year ended December 31,
2025
2024
2023
Net income attributable to Interparfums, Inc.:
United States
$
68,842
$
68,164
$
63,354
Europe
104,122
101,698
89,677
Eliminations
( 4,577
)
( 5,504
)
( 377
)
$
168,387
$
164,358
$
152,654
Depreciation and amortization expense including impairment loss:
United States
$
6,806
$
6,838
$
6,517
Europe
18,496
21,520
10,814
$
25,302
$
28,358
$
17,331
Interest and investment income:
United States
$
2,175
$
514
$
346
Europe
1,702
2,392
10,810
Eliminations
—
( 688
)
( 427
)
$
3,877
$
2,218
$
10,729
Interest expense:
United States
$
1,258
$
1,838
$
1,351
Europe
5,990
6,675
10,329
Eliminations
—
( 688
)
( 427
)
$
7,248
$
7,825
$
11,253
Income tax expense:
United States
$
17,232
$
17,805
$
15,180
Europe
45,891
48,988
46,763
Eliminations
64
( 1,835
)
( 126
)
$
63,187
$
64,958
$
61,817
F-33
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 2024 and 2023
(In thousands except share and per share data)
December 31,
2025
2024
2023
Total assets:
United States
$
369,871
$
352,139
$
344,341
Europe
1,229,174
1,073,326
1,066,684
Eliminations
( 13,797
)
( 14,204
)
( 41,696
)
$
1,585,248
$
1,411,261
$
1,369,329
Additions to long-lived assets(a):
United States
$
1,020
$
1,882
$
3,918
Europe
47,180
20,470
49,450
$
48,200
$
22,352
$
53,368
Total long-lived assets(a):
United States
$
43,885
$
50,401
$
57,372
Europe
489,537
410,459
436,819
$
533,422
$
460,860
$
494,191
(a) Total long-lived assets include property, equipment and leasehold improvements, trademarks, licenses, and other intangible assets, and right-of-use assets.
United States export sales were approximately $ 200.3 million , $ 218.5 million and $ 230.5 million in 2025 , 2024 and 2023 , respectively. Consolidated net sales to customers by region are as follows:
Consolidated net sales to customers by region are as follows:
Year ended December 31,
2025
2024
2023
North America
$
556,712
$
541,850
$
511,655
Western Europe
383,196
364,308
301,228
Asia/Pacific
188,995
196,978
191,772
Eastern Europe
121,064
118,130
103,227
Middle East and Africa
117,934
122,844
117,115
Central and South America
120,608
108,215
92,678
$
1,488,509
$
1,452,325
$
1,317,675
For net sales, a major country is defined as a group of customers in a country with combined net sales of greater than 10 % of consolidated net sales or as otherwise deemed significant. Net sales in the United States were approximately $ 532.4 million, $ 522.1 million, and $ 493.2 million in 2025 , 2024 and 2023 , respectively. Net sales in France were approximately $ 72.9 million, $ 65.4 million, and $ 51.0 million in 2025 , 2024 and 2023 , respectively. No other country represented greater than 10 % of the Company's consolidated net sales or was otherwise deemed significant.
F-34
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
( 15 )
Income Taxes
The components of income before income taxes consist of the following:
Year ended December 31,
2025
2024
2023
U.S. operations
$
90,437
$
83,169
$
103,517
Foreign operations
180,895
185,222
146,076
$
271,332
$
268,391
$
249,593
The provision for current and deferred income tax expense (benefit) consists of the following:
Year ended December 31,
2025
2024
2023
Current:
Federal
$
14,107
$
15,123
$
18,356
State and local
3,017
2,627
2,297
Foreign
44,856
49,814
42,691
61,980
67,564
63,344
Deferred:
Federal
( 523
)
( 1,246
)
484
State and local
( 154
)
( 162
)
81
Foreign
1,884
( 1,198
)
( 2,092
)
1,207
( 2,606
)
( 1,527
)
Total income tax expense
$
63,187
$
64,958
$
61,817
F-35
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:
December 31,
2025
2024
Net deferred tax assets:
Inventory and accounts receivable
$
4,852
$
4,505
Profit sharing
2,612
2,274
Stock option compensation
86
314
Effect of inventory profit elimination ( 1 )
—
—
Other
2,490
2,290
Total gross deferred tax assets, net
10,040
9,383
Valuation allowance
—
—
Net deferred tax assets
10,040
9,383
Deferred tax liabilities (long-term):
Building expenses
( 332
)
( 1,196
)
Trademarks and licenses
( 4,075
)
( 2,104
)
Unrealized gain on marketable equity securities
( 837
)
( 560
)
Other
( 562
)
( 58
)
Total deferred tax liabilities
( 5,806
)
( 3,918
)
Net deferred tax assets
$
4,234
$
5,465
( 1 ) As described in Note 1 , Correction of Immaterial Misstatements in Prior Period Financial Statements , the Company revised certain prior-period income tax disclosures to correct the classification of prepaid expenses that were previously presented as a deferred tax asset.
No valuation allowances have been provided for deferred tax assets in 2025 as management believes that it is more likely than not that the asset will be realized in the reduction of future taxable income.
A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023 - 09 is as follows:
Year ended December 31, 2025
(in thousands)
Percent
Tax at U.S. Statutory Rate
$
56,980
21.00
%
State and Local Income Taxes ( 1 )
1,812
0.67
%
Foreign Tax Effects
France
Foreign Rate Differential
7,540
2.78
%
Other
1,419
0.52
%
Other Foreign Jurisdictions
( 230
)
( 0.09 )
Effects of Cross-Border Tax Laws
( 1,657
)
( 0.61 )
%
Tax Credits
( 349
)
( 0.13 )
%
Nontaxable or Nondeductible Items
366
0.13
Changes in Unrecognized Tax Benefits
450
0.17
Other Adjustments
Amended Return Impacts
( 3,000
)
( 1.11 )
%
Other
( 144
)
( 0.04 )
%
$
63,187
23.29
%
( 1 ) The states and local jurisdictions that contribute to the majority ( greater than 50 % ) of the tax effect in this category include New York State, New Jersey, and California.
F-36
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S. federal income tax rate to income before taxes for years prior to the adoption of ASU 2023 - 09 is as follows:
Year ended December 31,
2024
2023
Statutory rates
21.0
%
21.0
%
State and local taxes, net of Federal benefit
0.7
0.8
Windfall benefit from exercise of stock options
( 0.3
)
( 0.4
)
Benefit of Foreign Derived Intangible Income
( 0.9
)
( 0.9
)
Effect of foreign taxes greater than U.S. statutory rates
3.5
4.1
Other
0.2
0.2
Effective rates
24.2
%
24.8
%
Below is a tabular reconciliation of the total amounts of unrecognized tax benefits ("UTBs").
Year ended December 31,
2025
2024
2023
Gross increases - tax positions in prior period
$
—
$
—
$
—
Gross increases - tax positions in prior period
—
—
—
Gross decreases - tax positions in prior period
—
—
—
Gross increases - tax positions in current period
571
—
—
Settlement
—
—
—
Lapse of statute of Limitations
—
—
—
UTBs - December 31
$
571
$
—
$
—
Included in the balance of UTBs are tax benefits that, if recognized, would effect the effective tax rate are $ 0.45 million, $ 0 million and $ 0 million as of December 31, 2025, 2024 and 2023 , respectively.
The Company accrued interest and penalties of $ 0 during 2025 and in total, as of December 31, 2025, recognized a liability related to the UTBs noted above for interest and penalties of $ 0 .
The Company and its subsidiaries file income tax returns in the U.S. federal, and various states and foreign jurisdictions.
A mutual agreement procedure between the French and United States tax authorities in 2025 resulted in a $ 3 million favorable outcome in which we were able to reclaim the tax assessment of € 2.8 million ($ 3.1 million) paid in France in 2023 . The Company’s French subsidiary is no longer subject to foreign tax examination for years before 2022 . Beginning in 2025 , the Company's French subsidiary is undergoing an audit for tax years 2022 and 2023 . They have not been notified of any additional upcoming audits.
The Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2022 .
F-37
INTERPARFUMS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2025 , 2024 and 2023
(In thousands except share and per share data)
The amount of cash income taxes paid by the Company were as follows:
Year ended December 31, 2025
(in thousands)
Federal
$
15,629
State and Local
938
Foreign
France
53,520
Italy
4,985
All other foreign
2,639
Income taxes, net of amounts refunded
$
77,711
( 16 )
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss consist of the following:
Year ended December 31,
2025
2024
2023
Net derivative instruments, beginning of year
$
( 1,631
)
$
64
$
1,709
Net derivative instrument gain (loss), net of tax
2,543
( 1,695
)
( 1,645
)
Net derivative instruments, end of year
912
( 1,631
)
64
Net pension benefits, beginning of year
2,019
—
—
Net pension benefits (loss) gain, net of tax
( 151
)
2,019
—
Net pension benefits, end of year
1,868
2,019
—
Cumulative translation adjustments, beginning of year
( 72,627
)
( 40,252
)
( 57,765
)
Foreign currency translation adjustments
60,818
( 32,375
)
17,513
Cumulative translation adjustments, end of year
( 11,809
)
( 72,627
)
( 40,252
)
Accumulated other comprehensive loss
$
( 9,029
)
$
( 72,239
)
$
( 40,188
)
(17)
Related Party Transactions
In 2023 , a foreign subsidiary of Interparfums, Inc. began leasing office space and receiving consulting services from affiliates of the Company’s Chairman and principal stockholder. The Company incurred approximately $ 68 thousand and $ 48 thousand of expenses for these services in the year ended December 31, 2025 and 2024 , respectively. The Company owed $ 34 thousand and $ 0 related to these expenses as of December 31, 2025 and 2024, respectively.
F-38
Schedule II
INTERPARFUMS, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
(In thousands)
Column A
Column B
Column C
Column D
Column E
Additions
( 1 )
( 2 )
Description
Balance at
beginning of
period
Charged to
costs and
expenses
Charged to
other
accounts
Deductions
Balance at
end of period
Allowance for doubtful accounts:
Year ended December 31, 2025
$
2,368
1,741
306
(d)
1,169
(a)
3,246
Year ended December 31, 2024
$
2,104
1,046
( 127
)
(d)
655
(a)
2,368
Year ended December 31, 2023
$
4,690
( 1,466
)
( 670
)
(d)
450
(a)
2,104
Allowance for sales returns, net of inventory:
Year ended December 31, 2025
$
4,760
7,182
—
4,484
(b)
7,458
Year ended December 31, 2024
$
3,698
4,715
—
3,653
(b)
4,760
Year ended December 31, 2023
$
5,410
3,071
—
4,783
(b)
3,698
Inventory reserve:
Year ended December 31, 2025
$
18,312
7,211
1,875
(d)
2,535
(c)
24,863
Year ended December 31, 2024
$
21,243
( 566
)
( 883
)
(d)
1,482
(c)
18,312
Year ended December 31, 2023
$
11,431
10,284
476
(d)
948
(c)
21,243
(a)
Write-off of bad debts.
(b)
Write-off of sales returns.
(c)
Disposal of inventory
(d)
Foreign currency translation adjustment
See accompanying reports of independent registered public accounting firm.
F-39
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.
Interparfums, Inc.
By:
/s/ Jean Madar
Jean Madar, Chief Executive Officer
Date: March 10, 2026
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ Jean Madar
Chairman of the Board of Directors
Jean Madar
and Chief Executive Officer
March 10, 2026
/s/ Michel Atwood
Michel Atwood
Chief Financial Officer and Director
March 10, 2026
/s/ Philippe Benacin
Philippe Benacin
Director
March 10, 2026
/s/ Philippe Santi
Philippe Santi
Director
March 10, 2026
/s/ François Heilbronn
François Heilbronn
Director
March 10, 2026
/s/ Robert Bensoussan
Robert Bensoussan
Director
March 10, 2026
/s/ Veronique Gabai-Pinsky
Veronique Gabai-Pinsky
Director
March 10, 2026
/s/ Gilbert Harrison
Gilbert Harrison
Director
March 10, 2026
/s/ Gerard Kappauf
Gerard Kappauf
Director
March 10, 2026
/s/
Patrick Bousquet-Chavanne
Patrick Bousquet-Chavanne
Director
March 10, 2026
/s/
Herve Bouillonnec
Herve Bouillonnec
Director
March 10, 2026
Exhibit Index
The
following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2019:
Exhibit
No.
Description
10.160
Consulting
Agreement with Philippe Benacin Holding SAS
3.1.1
Restated
Certificate of Incorporation dated September 3, 1987
3.1.2
Amendment
to Restated Certificate of Incorporation dated July 31, 1992
3.1.3
Amendment
to Restated Certificate of Incorporation dated July 9, 1993
3.1.4
Amendment
to Restated Certificate of Incorporation, as amended, dated July 13, 1999
3.1.5
Amendment
to Restated Certificate of Incorporation, as amended, dated July 12, 2000
3.1.6
Amendment
to Restated Certificate of Incorporation dated August 6, 2004
10.25
Employment
Agreement between the Company and Philippe Benacin dated July 29, 1991
10.26
Lease
for portion of 15th Floor, 551 Fifth Avenue, New York, New York
10.61
Lease
for 60 Stults Road, South Brunswick, NJ between Forsgate Industrial Complex, LP, and Jean Philippe Fragrances, Inc. dated
July 10, 1995
10.61.1
Third
Amendment to Lease for 60 Stults Road, South Brunswick, NJ
10.173
Lease
for Interparfums SA Distribution Center (confidential information in this exhibit was omitted)
The
following documents previously filed with the Commission are incorporated by reference to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2021:
Exhibit
No.
Description
4.33
2016
Stock Option Plan
The
following document previously filed with the Commission is incorporated by reference to the Company’s Current Report on
Form 8-K as filed on April 20, 2023:
Exhibit
No.
Description
10.171-1
Amendment
to Service Agreement (formerly Consulting Agreement) for Jean Madar Holding SAS
The following document previously filed with the Commission is incorporated by reference to the Company’s Current Report on Form 10-K for the fiscal year ended December 31, 2023 :
Exhibit No.
Description
23
Consent of Mazars USA LLP
31.1
Certification Required by Rule 13a-14 of Chief Executive Officer
31.2
Certification Required by Rule 13a-14 of Chief Financial Officer
32.1
Certification Required by Section 906 of the Sarbanes -Oxley Act by Chief Executive Officer
32.2
Certification Required by Section 906 of the Sarbanes -Oxley Act by Chief Executive Officer
The following documents previously filed with the Commission are incorporated
by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2024:
Exhibit No.
Description
10.174
Non qualified Stock Option Agreeme nt for Michel Atwood dated December
30, 2022
10.175
Nonqualified
Stock Option Agreement for Michel Atwood dated December 29, 2023
10.176
Nonqualified
Stock Option Agreement for Michel Atwood dated December 31, 2024
19
Insider
Trading Policy
23
Consent of Forvis Mazars, LLP
23.1
Consent of Mazars USA LLP
31.1
Certification Required by Rule 13a-14 of Chief Executive Officer
31.2
Certification Required by Rule 13a-14 of Chief Financial Officer
32.1
Certification Required by Section 906 of the Sarbanes -Oxley Act by Chief Executive Officer
32.2
Certification Required by Section 906 of the Sarbanes -Oxley Act by Chief Executive Officer
97
Recovery of Erroneously Awarded Incentive Base Compensation
The following documents are filed
with this report, the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2025:
Exhibit No.
Description
Page Nos.
10.156
Consulting Agreement with Jean Madar Holding SAS ( previously filed with the Commission )
130
10.168
Eighth Modification of Lease for portions of 551 5th Avenue, New York, NY ( previously filed with the Commission )
139
10.168.1
Exhibits to Eighth Modification of Lease for portions of 551 5th Avenue, New York, NY ( previously filed with the Commission )
144
10.171
Amendment to Consulting Agreement for Jean Madar Holding SAS ( previously filed with the Commission )
155
10.177
Nonqualified
Stock Option Agreement for Michel Atwood dated December 31, 2025
157
10.178
Nonqualified
Stock Option Agreement for Herve Bouillonnec dated December 31, 2025
159
10.178.1
Nonqualified Stock Option Agreement for Herve Bouillonnec dated December 31, 2024
161
10.178.2
Nonqualified Stock Option Agreement for Herve Bouillonnec dated December 29, 2023
163
10.178.3
Nonqualified Stock Option Agreement for Herve Bouillonnec dated December 30, 2022
165
21
Subsidiaries
167
23
Consent
of Forvis Mazars, LLP
168
23.1
Consent of
Mazars USA LLP
169
31.1
Certification
Required by Rule 13a-14 of Chief Executive Officer
170
31.2
Certification
Required by Rule 13a-14 of Chief Financial Officer
171
32.1
Certification
Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
172
32.2
Certification
Required by Section 906 of the Sarbanes-Oxley Act by Chief Executive Officer
173