[Form 4] COTY INC Insider Trading Activity

Rhea-AI Filing Summary

Nabi Sue, identified as Chief Executive Officer and a director of COTY INC. (COTY), reported acquisition of equity through vesting of restricted stock units. The Form 4 shows that on 09/01/2025 1,562,500 Restricted Stock Units vested and were acquired at no cash cost, with each RSU settling into one share of Class A common stock. After the reported transactions the filing lists 33,689,786 shares of Class A common stock beneficially owned and 7,291,667 shares underlying derivative awards reported as beneficially owned. The filing was submitted by an attorney-in-fact on behalf of the reporting person.

Insights

Financial Analyst

TL;DR: CEO/director acquired 1,562,500 shares via RSU vesting, materially increasing reported holdings but representing routine compensation realization.

The transaction is a large restricted stock unit vesting that converted to Class A shares at $0 per share. Such vesting events are commonly part of executive compensation and align management incentives with shareholders by increasing direct ownership. The filing shows substantial beneficial ownership levels post-transaction, which reinforces executive alignment with equity performance. There is no cash purchase, no sale, no option exercise, and no indication of hedging or disposition in the Form 4.

Corporate Governance Expert

TL;DR: Significant RSU vesting reported by the CEO/director is a routine compensation event that increases insider stake and governance alignment.

The report documents the settlement of restricted stock units into Class A common shares, increasing the reporting person’s direct and derivative beneficial ownership as disclosed. From a governance perspective, higher insider ownership can strengthen alignment between management and shareholders. The filing contains no disclosures of sales, transfers, pledges, or hedging arrangements that would complicate the ownership profile.

Insider Trade Summary

1,562,500 shares exercised/converted

Mixed 2 txns

Insider Nabi Sue

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,562,500	$0.00	--
Exercise	Class A common stock	1,562,500	$0.00	--

Holdings After Transaction: Restricted Stock Units — 7,291,667 shares (Direct); Class A common stock — 33,689,786 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

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^*

Nabi Sue

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		M		1,562,500	A	$0	33,689,786	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)	09/01/2025		M			1,562,500	(1)	(1)	Class A common stock	1,562,500	$0	7,291,667	D

Explanation of Responses:

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

Remarks:

	/s/ Christina Kiely Attorney-in-fact	09/03/2025
	** 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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