STOCK TITAN

Coty cancels 90% of Zafar’s target performance award

Ayesha Zafar’s awards include vesting dates through October 19, 2029; the performance award’s unearned 90% of the target award opportunity was canceled.

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Form Type
4

Rhea-AI Filing Summary

COTY Inc. reported awards and vesting for Ayesha Zafar, SVP Group Controller, on October 19, 2026. The awards included 66,424 restricted stock units vesting in thirds on October 19, 2027, October 19, 2028 and October 19, 2029, and 35,767 restricted stock units vesting October 19, 2029; both are subject to certain vesting conditions and exceptions. Vesting settled 27,028 units into shares, with 9,745 shares surrendered for tax withholding, not sold. Partial performance-unit vesting delivered 1,122 shares, with 405 shares surrendered for tax withholding, not sold.

Insider Zafar Ayesha
Role SVP Group Controller
Type Security Shares Price Value
Grant/Award Restricted Stock Units F5 66,424 -- --
Grant/Award Restricted Stock Units F6 35,767 -- --
Exercise Restricted Stock Units F1 27,028 -- --
Exercise Class A common stock F1 27,028 -- --
Tax Withholding Class A common stock F2 9,745 -- --
Exercise Class A common stock F3 1,122 -- --
Tax Withholding Class A common stock F4 405 -- --
Holdings After Transaction: Restricted Stock Units — 160,873 contracts (Direct); Class A common stock — 192,277 shares (Direct)
Footnotes (6)
  1. F1. Upon vesting, each Restricted Stock Unit settled for one share of Class A Common Stock of the Issuer.
  2. F2. 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 vesting date and does not represent a sale by the Reporting Person.
  3. F3. Represents shares of Class A common stock acquired upon the partial vesting of a performance restricted stock unit grant originally eligible to vest based on the achievement of multiple independent performance criteria. The Company achieved 100% of the target for the performance criteria related to ESG ratings improvement, which accounted for 10% of the total vesting weighting. Because the remaining performance criteria were not achieved, the corresponding 90% of the total target award opportunity was unearned and cancelled without any share issuance.
  4. F4. Represents shares surrendered to the Issuer in connection with the vesting of performance 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 vesting date and does not represent a sale by the Reporting Person.
  5. F5. Upon vesting, each Restricted Stock Unit settles for one share of Class A Common Stock of the Issuer. Subject to certain vesting conditions and exceptions, the Restricted Stock Units vest as follows: 1/3 on October 19, 2027, 1/3 on October 19, 2028 and 1/3 on October 19, 2029.
  6. F6. Upon vesting, each Restricted Stock Unit will settle for one share of Class A common stock of Coty Inc. Each Restricted Stock Unit vests on October 19, 2029, subject to certain vesting conditions and exceptions.
Restricted stock units awarded 66,424 restricted stock units Vest in thirds on October 19, 2027, October 19, 2028 and October 19, 2029, subject to certain vesting conditions and exceptions
Restricted stock units awarded 35,767 restricted stock units Vest on October 19, 2029, subject to certain vesting conditions and exceptions
Shares issued upon restricted stock unit vesting 27,028 shares October 19, 2026
Shares surrendered for tax withholding 9,745 shares In connection with restricted stock unit vesting on October 19, 2026; not a sale
Shares acquired upon partial performance-unit vesting 1,122 shares October 19, 2026
Shares surrendered for tax withholding 405 shares In connection with performance restricted stock unit vesting on October 19, 2026; not a sale
Restricted Stock Units financial
"Upon vesting, each Restricted Stock Unit settles for one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
net settlement price financial
"at a net settlement price equal to the closing price"
performance restricted stock unit grant financial
"partial vesting of a performance restricted stock unit grant"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stock awards did COTY executive Ayesha Zafar receive?

Ayesha Zafar, SVP Group Controller, received 66,424 restricted stock units vesting in thirds on October 19, 2027, October 19, 2028 and October 19, 2029, subject to certain vesting conditions and exceptions, plus 35,767 restricted stock units vesting October 19, 2029, subject to certain vesting conditions and exceptions.

What happened to COTY’s performance-based restricted stock units reported for Ayesha Zafar?

The partial vesting delivered 1,122 shares. Coty achieved 100% of the target for the ESG ratings improvement criteria, which accounted for 10% of the total vesting weighting. The remaining performance criteria were not achieved, so the corresponding 90% of the total target award opportunity was unearned and canceled without share issuance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 NEW YORK 10118

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
COTY INC. [ COTY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP Group Controller
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A common stock10/19/2026M27,028A(1)201,305D
Class A common stock10/19/2026F9,745D(2)191,560D
Class A common stock10/19/2026M1,122A(3)192,682D
Class A common stock10/19/2026F405D(4)192,277D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(5)10/19/2026A66,424 (5) (5)Class A common stock66,424(5)152,134D
Restricted Stock Units(6)10/19/2026A35,767 (6) (6)Class A common stock35,767(6)187,901D
Restricted Stock Units(1)10/19/2026M27,028 (1) (1)Class A common stock27,028(1)160,873D
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 vesting date and does not represent a sale by the Reporting Person.
3. Represents shares of Class A common stock acquired upon the partial vesting of a performance restricted stock unit grant originally eligible to vest based on the achievement of multiple independent performance criteria. The Company achieved 100% of the target for the performance criteria related to ESG ratings improvement, which accounted for 10% of the total vesting weighting. Because the remaining performance criteria were not achieved, the corresponding 90% of the total target award opportunity was unearned and cancelled without any share issuance.
4. Represents shares surrendered to the Issuer in connection with the vesting of performance 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 vesting date and does not represent a sale by the Reporting Person.
5. Upon vesting, each Restricted Stock Unit settles for one share of Class A Common Stock of the Issuer. Subject to certain vesting conditions and exceptions, the Restricted Stock Units vest as follows: 1/3 on October 19, 2027, 1/3 on October 19, 2028 and 1/3 on October 19, 2029.
6. Upon vesting, each Restricted Stock Unit will settle for one share of Class A common stock of Coty Inc. Each Restricted Stock Unit vests on October 19, 2029, subject to certain vesting conditions and exceptions.
Remarks:
/s/ Christina Kiely, Attorney-in-Fact10/21/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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