Coty insider updates holdings after RSU vest and tax withholding

Rhea-AI Filing Summary

Coty Inc. insider activity: On 10/19/2025, a company officer (SVP Group Controller) had 19,691 Restricted Stock Units vest and settle into Class A common stock (code M). To cover taxes, 7,099 shares were surrendered to the issuer (code F), which the filing notes does not represent a market sale.

Following these transactions, the officer directly owned 174,277 Class A shares. Derivative holdings show 17,748 RSUs remaining after settlement.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zafar Ayesha

(Last) (First) (Middle)

350 FIFTH AVENUE

(Street)

NEW YORK NY 10118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COTY INC. [ COTY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP Group Controller

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	10/19/2025		M		19,691	A	(1)	181,376	D
Class A common stock	10/19/2025		F		7,099	D	(2)	174,277	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	10/19/2025		M			19,691	(1)	(1)	Class A common stock	19,691	(1)	17,748	D

Explanation of Responses:

1. Upon vesting, each Restricted Stock Unit settled for one share of Class A Common Stock of the Issuer.

2. Represents shares surrendered to the Issuer in connection with the vesting of restricted stock units to satisfy the income tax withholding and remittance obligations of the Reporting Person at a net settlement price equal to the closing price of Class A Common Stock on the New York Stock Exchange on the trading day prior to the vesting date and does not represent a sale by the Reporting Person.

Remarks:

	/s/ Christina Kiely, Attorney-in-Fact	10/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did COTY report in this Form 4?

An officer had 19,691 RSUs vest into Class A shares and surrendered 7,099 shares to cover taxes.

When did the COTY transactions occur?

The reported transactions occurred on 10/19/2025.

How many shares did the COTY officer acquire from RSU vesting?

19,691 Class A common shares were issued upon RSU settlement.

How many shares were surrendered for taxes?

7,099 shares were surrendered to the issuer for tax withholding.

What are the officer’s direct holdings after the transactions?

Direct ownership is 174,277 Class A shares after the transactions.

How many RSUs remain outstanding for the officer?

17,748 RSUs remain after the 19,691 RSUs vested and settled.

Did the filing indicate an open-market sale?

No. The filing states the surrendered shares were for tax withholding and do not represent a sale.