JAB Extends 30M-Share COTY Swap; 5M-Share Swap Cash-Settled
Rhea-AI Filing Summary
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.
Positive
- Large disclosed economic exposure of 451,853,684 Class A shares held via JAB Beauty B.V., showing meaningful stake in COTY
- Continued economic commitment demonstrated by extension of Long Swaps covering 30,000,000 shares on 09/02/2025
Negative
- Cash-settlement of a 5,000,000 share swap on 08/29/2025 reduced notional long exposure
- Swaps do not convey voting or dispositive control, and reporting persons disclaim beneficial ownership except for pecuniary interest
Insights
TL;DR: Large indirect stake and swap activity signal continued economic exposure to COTY without direct voting control.
JAB-affiliated entities report an aggregate indirect position of 451.9 million Class A shares held via JAB Beauty B.V., a material share count relative to public float. The use of long cash-settled total return swaps creates economic long exposure while preserving that the reporting parties do not have voting or dispositive control through the swaps. The 5 million share swap was settled in cash on 08/29/2025, reducing notional exposure, while a 30 million share notional was extended on 09/02/2025 for ~two years, reaffirming sustained economic interest.
TL;DR: Disclosure shows significant economic interest but clear disclaimers limit assertions of control.
The filing emphasizes disclaimers that each reporting person disclaims beneficial ownership except for pecuniary interest, consistent with cash-settled swap structures that do not convey voting rights. Investors should note the distinction between large reported economic exposure and lack of direct voting or dispositive authority as explicitly stated. Swap term extension on 09/02/2025 is described as not materially changing other terms, including Reference Price.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Cash-Settled Total Return Swap | 30,000,000 | $0.00 | -- |
| H | Cash-Settled Total Return Swap | 5,000,000 | $0.00 | -- |
| holding | Class A Common Stock, par value $0.01 per share | -- | -- | -- |
Footnotes (1)
- These shares (the "Shares") of Class A Common Stock, par value $0.01 per share, of Coty Inc. (the "Company") are held and beneficially owned by JAB Beauty B.V., a direct or indirect subsidiary of each Reporting Person herein. As such, each Reporting Person herein may be deemed a beneficial owner of Shares held by JAB Beauty B.V. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein. On August 29, 2025, the Long Swap (as defined below) with Credit Agricole Corporate and Investment Bank expired and terminated by cash-settlement by its terms with respect to a notional amount of 5,000,000 Shares. JAB Holdings B.V. is party to long cash-settled total return equity swaps (each, a "Long Swap") with Banco Santander, S.A., BNP Paribas and Societe Generale (the "Banks"), providing for the establishment of long exposure with respect to a notional amount of Shares (the "Subject Shares"). The Long Swaps (but not the Subject Shares referenced thereby) are owned by JAB Holdings B.V., a direct or indirect subsidiary of each other Reporting Person herein. The Long Swaps do not give JAB Holdings B.V. direct or indirect voting, investment or dispositive control over any securities of the Company or require the Banks to acquire, hold, vote or dispose of any securities of the Company. Each Reporting Person disclaims beneficial ownership of the securities reported herein, including the Subject Shares, except to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. On September 2, 2025, JAB Holdings B.V. agreed to extend the term of the Long Swap with Banco Santander, S.A., BNP Paribas and Societe Generale by approximately two (2) years for no additional consideration, although JAB Holdings B.V. has the right to terminate and close out the Long Swap during certain specified earlier periods if it so chooses. The extension resulted in a deemed cancellation of the existing Long Swap and a deemed entry into a new Long Swap with a later settlement date. The deemed cancellation is exempt from Sections 16(a) and 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16a-4(d) and 16b-6(d) promulgated thereunder, respectively. All other material terms of such Long Swap, including the Reference Price, remain materially unchanged and in full force and effect.
FAQ
What stake do JAB-affiliated entities report in COTY?
What swap activity did the Form 4 disclose for COTY?
Which counterparties are named for the Long Swaps in the filing?
When were the Form 4 transactions dated?
