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

Financial Analyst

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.

Corporate Governance Expert

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.

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

OMB APPROVAL

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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^*

JAB Holdings B.V.

(Last) (First) (Middle)

PIET HEINKADE 55

(Street)

AMSTERDAM P7 1019 GM

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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

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

	Form filed by One Reporting Person
X	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, par value $0.01 per share								451,853,684	I	See footnotes.(1)

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
Cash-Settled Total Return Swap(2)	(2)	08/29/2025		H/K(2)			5,000,000(2)	(2)	(2)	Class A Common Stock	5,000,000	(2)	30,000,000	D(3)(4)
Cash-Settled Total Return Swap(5)	(5)	09/02/2025		J/K(5)		30,000,000(5)		(5)	(5)	Class A Common Stock	30,000,000	(5)	30,000,000	D(3)(4)

1. Name and Address of Reporting Person^*

JAB Holdings B.V.

(Last) (First) (Middle)

PIET HEINKADE 55

(Street)

AMSTERDAM P7 1019 GM

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Agnaten SE

(Last) (First) (Middle)

4, RUE JEAN MONNET

(Street)

LUXEMBOURG N4 L-2180

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Lucresca SE

(Last) (First) (Middle)

4, RUE JEAN MONNET

(Street)

LUXEMBOURG N4 L-2180

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

5. 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.

	/s/ Sebastiaan Wolvers, Managing Director of JAB Holdings B.V.	09/03/2025
	/s/ Rafael Da Cunha, Managing Director of JAB Holdings B.V.	09/03/2025
	/s/ Joachim Creus, Authorized Representative of Agnaten SE	09/03/2025
	/s/ Joachim Creus, Authorized Representative of Lucresca SE	09/03/2025
	** Signature of Reporting Person	Date
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FAQ

What stake do JAB-affiliated entities report in COTY?

The filing reports indirect beneficial ownership of 451,853,684 Class A shares held by JAB Beauty B.V.

What swap activity did the Form 4 disclose for COTY?

A cash-settled Long Swap for 5,000,000 shares expired and was cash-settled on 08/29/2025, and Long Swaps covering 30,000,000 shares were extended on 09/02/2025.

Do the reported swaps give JAB voting control over COTY shares?

No. The filing states the Long Swaps do not give JAB Holdings B.V. voting, investment or dispositive control and the reporting persons disclaim beneficial ownership except for pecuniary interests.

Which counterparties are named for the Long Swaps in the filing?

The filing names Banco Santander, BNP Paribas and Societe Generale as counterparties to the Long Swaps, and Credit Agricole for the settled 5,000,000 share swap.

When were the Form 4 transactions dated?

The transactions in the filing are dated 08/29/2025 (swap cash-settlement) and 09/02/2025 (swap extension); the Form 4 bears reporting signatures dated 09/03/2025.