Coty (NYSE: COTY) reshapes Rainbow JVCo stake with $750M deal, 45% hold

Rhea-AI Filing Summary

Coty Inc. disclosed that its indirect subsidiary Coty JV Holding S.à r.l. agreed to sell a large portion of its shares in Rainbow JVCo Limited to Tides Holdco Limited for $750,000,000 in cash plus a consideration loan note that will convert into equity in the buyer. The stake sold includes Class 1 ordinary and preference shares, while Coty JV will receive shares in the buyer and, immediately after closing, will hold 45% of the buyer’s ordinary shares.

Coty JV and KKR’s affiliate will govern the buyer under a new shareholders’ agreement that gives Coty JV consent rights over certain corporate actions, a non‑voting board observer seat, and tag‑along and drag‑along rights in future sale scenarios. Coty expects this transaction to result in a material, non‑cash impairment charge of approximately $200 million in the quarter ended December 31, 2025, with final details to be provided in its Form 10‑Q.

Insights

Equity and corporate transactions analyst

Coty monetizes part of Rainbow JVCo, retains upside but books a sizable non-cash charge.

Coty, through Coty JV, is selling a substantial package of ordinary and preference shares in Rainbow JVCo to Tides Holdco Limited for $750,000,000 in cash plus a consideration loan note that will convert into equity in the buyer. In return, Coty JV will own 45% of the ordinary shares of the buyer, so it is partially cashing out while rolling part of its interest into a new structure.

The new buyer shareholders’ agreement gives Coty JV consent rights on specified corporate actions and a non-voting board observer, while KKR’s affiliate retains the right to appoint all directors. Distribution waterfalls prioritize preference shareholders up to an agreed cap, then ordinary shareholders, all subject to a defined Maximum Return, which shapes how future cash flows from the buyer will be shared.

Coty expects a material, non-cash impairment charge of about $200 million in the quarter ended December 31, 2025, tied to this transaction. Because the charge is non-cash, the immediate effect is on reported earnings rather than liquidity, while the $750,000,000 cash proceeds and retained 45% stake in the buyer represent a reshaping of Coty’s economic exposure to the Rainbow business.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2025

Coty Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-35964		13-3823358
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

350 Fifth Avenue
New York, NY		10118
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 389-7300

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value		COTY		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Sale and Purchase Agreement

On December 18, 2025, Coty JV Holding S.à r.l., a société à responsabilité limitée incorporated under the laws of Switzerland (“Coty JV”), an indirect subsidiary of Coty Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Agreement”) with Tides Holdco Limited, an exempted company incorporated under the laws of the Cayman Islands (“Buyer”), and Rainbow JVCo Limited, a private limited company incorporated under the laws of Jersey (“Rainbow JVCo”), pursuant to which, among other things, Buyer will purchase from Coty JV 7,747,552.2297 shares of Class 1 Ordinary Shares, 53,056,845.8482 shares of A1 Preference Shares and 423,419,953.0856 shares of B1 Preference Shares in the capital of Rainbow JVCo (the “Sale Shares”) in exchange for (i) an aggregate amount of cash equal to $750,000,000 and (ii) a consideration loan note issued by Buyer, which will subsequently be contributed to Buyer as a contribution in kind in exchange for, or immediately after, the issuance of shares by Buyer to Coty JV in accordance therewith.

Buyer and Coty JV each have made certain customary representations and warranties in the Agreement, including without limitation as to ownership of the Sale Shares (for Coty JV), due organization and existence and authority to enter into the Agreement.

The foregoing summary of the Agreement is qualified in its entirety by the full text of the Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Termination Agreement

On December 18, 2025, Coty JV entered into a Deed of Termination in respect of the termination of that certain Shareholders’ Agreement, dated as of March 31, 2021, as amended, varied, restated, supplemented or otherwise modified from time to time, relating to Rainbow JVCo, with the Company, Rainbow Capital Group Limited, Rainbow JVCo and Rainbow UK Bidco Limited.

Shareholders’ Agreement

On December 18, 2025, Coty JV entered into a shareholders’ agreement relating to Buyer (the “Buyer SHA”), with Tides Holdco Blocker Limited, an exempted company incorporated under the laws of the Cayman Islands (“KKR Member”) and Buyer.

Pursuant to the Buyer SHA, for as long as Coty JV owns shares in Buyer, Coty JV will have (i) consent rights with respect to certain corporate actions proposed to be taken by Buyer and (ii) the right to designate one individual as a non-voting observer to the board of Buyer, provided that KKR Member shall at all times have the right to appoint all of the directors of the board of Buyer (and any committee thereof).

Pursuant to the Buyer SHA, all Distributions (as defined therein) shall be made (i) first, to the shareholders holding preference shares, up to an agreed cap, and (ii) second, to the shareholders holding ordinary shares, in each case on a pro rata basis and subject to the Maximum Return (as defined therein). Immediately following the closing of the transactions contemplated by the Agreement, Coty JV will hold 45% of the ordinary shares of Buyer.

Pursuant to the Buyer SHA, if KKR Member proposes to transfer (i) a controlling interest in Buyer to a third party, KKR Member may require Coty JV to transfer all of its interest in Buyer to such third party on the same economic terms or (ii) any interest in Buyer to a third party, then Coty JV will have the right to sell a pro-rata portion of its interests in Buyer to such third party on the same economic terms.

The foregoing summary of the Buyer SHA is qualified in its entirety by the full text of the Buyer SHA, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.06 Material Impairments.

In connection with the entry into the Agreement, as discussed under Item 1.01 of this Current Report on Form 8-K, the Company expects to record a material non-cash impairment charge in the second quarter ended December 31, 2025 in an estimated amount of approximately $200 million. This is a preliminary

estimate and the actual amount may change as the Company finalizes its calculation of the impairment charge. The Company expects to provide further detail in its Quarterly Report on Form 10-Q for the quarter ending December 31, 2025.

Item 8.01 Other Events.

On December 19, 2025, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Purchase and Sale Agreement, dated December 18, 2025, by and among Coty JV Holding S.à r.l., Tides Holdco Limited and Rainbow JVCo Limited
10.1		Shareholders’ Agreement, dated December 18, 2025, by and between Coty JV Holding S.à r.l., Tides Holdco Limited and Tides Holdco Blocker Limited
99.1		Press release of Coty Inc., dated December 19, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Coty Inc.
				(Registrant)
Date: December 18, 2025				By:		/s/ Laurent Mercier
				Name:		Laurent Mercier
				Title:		Chief Financial Officer

FAQ

What transaction did Coty Inc. (COTY) announce involving Rainbow JVCo?

Coty’s indirect subsidiary Coty JV Holding S.à r.l. agreed to sell 7,747,552.2297 Class 1 Ordinary Shares, 53,056,845.8482 A1 Preference Shares and 423,419,953.0856 B1 Preference Shares in Rainbow JVCo Limited to Tides Holdco Limited.

How much cash will Coty receive from the Rainbow JVCo sale?

Coty JV will receive an aggregate cash amount of $750,000,000 from the buyer, plus a consideration loan note that will be contributed in kind in exchange for shares of the buyer.

What ownership stake will Coty hold after the Rainbow JVCo transaction?

Immediately following closing of the transaction, Coty JV is expected to hold 45% of the ordinary shares of the buyer, giving Coty an ongoing equity interest in the restructured vehicle.

What impairment charge does Coty (COTY) expect in connection with this deal?

Coty expects to record a material non-cash impairment charge of approximately $200 million in its second quarter ended December 31, 2025, related to the transaction.

What governance rights will Coty have in the buyer after the transaction?

Under the new shareholders’ agreement, Coty JV will have consent rights over certain corporate actions and the right to designate one non-voting board observer, while KKR’s affiliate retains the right to appoint all directors.

How will distributions from the buyer be shared among shareholders?

The buyers’ shareholders’ agreement provides that Distributions will be made first to preference shareholders up to an agreed cap, and then to ordinary shareholders, each on a pro rata basis and subject to a defined Maximum Return.

Did Coty Inc. issue any public communication about this Rainbow JVCo transaction?

Yes. On December 19, 2025, Coty issued a press release announcing execution of the Purchase and Sale Agreement, which is attached as Exhibit 99.1.