Coty Inc SEC Filings

Coty Inc. announced the pricing of a debt offering that includes 5.000% Senior Secured Notes and a portion of its outstanding 3.875% Senior Secured Notes due 2026, each to be redeemed at par plus accrued interest to, but excluding, the applicable redemption date. The issuers will use cash on hand to pay offering expenses. The notes will not be registered under the Securities Act and are being offered to non-U.S. persons outside the United States in reliance on Regulation S. The filing references a related press release dated October 6, 2025 and includes an Inline XBRL cover page; the report is signed by Laurent Mercier, Chief Financial Officer.

Coty Inc. disclosed in an 8-K that it and its wholly owned subsidiaries HFC Prestige Products, Inc. and HFC Prestige International U.S. LLC (together, the Issuers) launched a private offering of senior notes, with the offering described as subject to market and other conditions. The disclosure references a press release dated October 2, 2025 about the offering and notes that a Cover Page Interactive Data File is embedded in the Inline XBRL document. The filing is signed by Laurent Mercier, Chief Financial Officer. The 8-K provides notice of the financing action but does not disclose the offering size, pricing, maturity, covenant terms, or use of proceeds in the text provided.

Coty Inc. presents a revised proxy describing Board composition changes, executive compensation design and voting items for the 2025 Annual Meeting. The Board will propose nine nominees and has nominated Frank Engelen (Co-CEO of JAB) while several directors resigned or will step down. The filing discloses security ownership as of September 12, 2025: 873,857,477 shares of Class A Common Stock outstanding and JAB Beauty B.V. would hold approximately 50.3% of Class A on full conversion of Series B preferred (excluding Peter Harf/HFS). The Remuneration and Nomination Committee (RNC) details fiscal 2025 pay practices: no base salary increases, a mix of service-based RSUs and PRSUs with multi-year vesting, and CEO Sue Nabi’s base salary of €3,000,000 plus multi-year PRSU/RSU programs (including a one-time 10,416,667 RSU award granted May 4, 2023). Annual Performance Plan awards for 2025 were tied to like-for-like net revenue, adjusted EBITDA and free cash flow; the adjusted EBITDA threshold was not met so no APP awards were paid to NEOs for FY2025. The filing also describes governance policies (stock ownership guidelines, clawback, insider trading prohibitions), delayed Section 16 filings for several officers, the AFC’s recommendation of Deloitte as auditor, and procedures for submitting 2026 stockholder proposals.

Coty Inc. reports Board refreshment and detailed executive compensation disclosures in its Definitive Proxy Statement. Management says fiscal 2025 included a more challenging year but ended with fourth-quarter results in-line with expectations, expanded fiscal 2025 gross margin, and a multi-pronged plan to improve operations and financial trends in fiscal 2026 and beyond. The Board changed composition during fiscal 2025 with several resignations and departures and has nominated Frank Engelen as a director candidate.

The Remuneration and Nomination Committee describes a compensation program combining base salary, annual cash incentives (APP) and long-term equity (RSUs and PRSUs) tied to multi-year performance. CEO Sue Nabi's base salary remains €3,000,000 and her long-term equity program includes multi-year RSU and PRSU grants through 2030. For fiscal 2025 the APP used like-for-like net revenue, adjusted EBITDA and free cash flow metrics; the absolute adjusted EBITDA threshold was not met, so the collective APP payout factor was zero and no annual cash incentive awards were paid to NEOs. The proxy discloses security ownership percentages and certain late Section 16 filings attributed to administrative errors.

JAB-affiliated holders reported significant positions in Coty Inc. (COTY). JAB Holdings B.V. and affiliated entities disclose indirect beneficial ownership of 451,853,684 Class A shares held by JAB Beauty B.V. via subsidiaries. The filing reports cash-settled long total return swaps establishing economic exposure: a Long Swap with a notional 5,000,000 shares expired and was cash-settled on 08/29/2025, and on 09/02/2025 JAB Holdings B.V. agreed to extend Long Swaps with Banco Santander, BNP Paribas and Societe Generale covering a notional 30,000,000 shares with an approximately two-year extension. Each reporting person disclaims beneficial ownership except for pecuniary interests.

JAB-related reporting persons disclose ownership and a swap extension regarding Coty Inc. The filing amends prior Schedule 13D disclosures and reports that JAB Beauty, together with related entities JAB Holdings, Agnaten and Lucresca, may be deemed to beneficially own 488,051,545 Class A Shares of Coty, representing approximately 54.5% of outstanding Class A stock on the stated basis. The amendment further states that certain long cash-settled total return equity swaps that originally covered up to 40,000,000 Class A Shares were partially cash-settled for 5,000,000 shares with BNP Paribas and 5,000,000 shares with CACIB, and that JAB Holdings agreed to extend the term of remaining Long Swaps covering an aggregate notional of 30,000,000 Class A Shares for approximately two years with no additional consideration, with other material terms unchanged.

Nabi Sue, identified as Chief Executive Officer and a director of COTY INC. (COTY), reported acquisition of equity through vesting of restricted stock units. The Form 4 shows that on 09/01/2025 1,562,500 Restricted Stock Units vested and were acquired at no cash cost, with each RSU settling into one share of Class A common stock. After the reported transactions the filing lists 33,689,786 shares of Class A common stock beneficially owned and 7,291,667 shares underlying derivative awards reported as beneficially owned. The filing was submitted by an attorney-in-fact on behalf of the reporting person.

Kristin Blazewicz, Chief Legal Officer of Coty Inc. (COTY), reported a purchase of 29,400 shares of Class A common stock on 09/03/2025 at a weighted-average price of $4.3038 per share. After the purchase her direct beneficial ownership is reported as 829,142 shares. The filing notes the reported price is a weighted average from multiple transactions executed between $4.30 and $4.31 and was signed by an attorney-in-fact.

Mercier Laurent, Chief Financial Officer of COTY INC. (COTY), reported two open-market purchases of Class A common stock. On 08/25/2025 he acquired 12,500 shares at $3.96, bringing his holdings to 402,216 shares. On 08/26/2025 he acquired 3,000 shares at $3.839, bringing his total to 405,216 shares. The form is signed by Christina Kiely, Attorney-in-Fact, dated 08/28/2025.