JAB-Related Entities Report Swap Settlement for 5M COTY Shares

Rhea-AI Filing Summary

COTY INC. insiders JAB Holdings B.V., Agnaten SE and Lucresca SE reported changes in beneficial ownership related to Class A common stock. The filing shows an indirect beneficial ownership position of 451,853,684 Class A shares held through JAB Beauty B.V. On 07/31/2025 a long cash-settled total return swap with BNP Paribas expired and was cash-settled for a notional 5,000,000 shares. The filing discloses that JAB Holdings B.V. is party to multiple long cash-settled total return swaps with several banks (Banco Santander, BNP Paribas, Credit Agricole CIB and Societe Generale) establishing long economic exposure to shares but not granting voting, investment or dispositive control. Each reporting person disclaims beneficial ownership except for pecuniary interest. The form is signed by authorized representatives on 08/19/2025.

Positive

• Transparent disclosure of a large indirect position of 451,853,684 Class A shares
• Specific disclosure that a long swap for 5,000,000 shares expired and was cash-settled on 07/31/2025

Negative

• None.

Insights

Securities Analyst

TL;DR: Large indirect stake disclosed; swap expiration reduced notional economic exposure by 5,000,000 shares but voting control remains disclaimed.

The filing documents that JAB-related entities hold an indirect position of 451,853,684 Class A shares through a subsidiary, while using cash-settled total return swaps to obtain or manage economic exposure. The expiration and cash settlement of a 5,000,000-share notional swap with BNP Paribas reduces the swap-linked exposure by that amount. Crucially, the swaps are cash-settled and do not transfer voting or dispositive control to the reporting entities; this affects how ownership is treated under Section 16 and for shareholder voting calculations. The explicit disclaimer of beneficial ownership except for pecuniary interest is standard but important for governance and proxy considerations.

Corporate Governance Expert

TL;DR: Disclosure clarifies economic exposure versus legal ownership; no new direct voting control reported.

The report confirms that economic exposure to Coty common stock is mediated via long total return swaps held by JAB Holdings B.V. with several banks. The filing explicitly states these swaps do not convey voting or dispositive control, which is material for governance assessment because large economic stakes that lack voting power differ in influence from direct holdings. The formal disclaimers and the signatures dated 08/19/2025 provide the required Section 16 transparency but do not indicate any acquisition of direct voting shares in this filing.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider JAB Holdings B.V., Agnaten SE, Lucresca SE

Role 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
H	Cash-Settled Total Return Swap	5,000,000	$0.00	--
holding	Class A Common Stock, par value $0.01 per share	--	--	--

Holdings After Transaction: Cash-Settled Total Return Swap — 35,000,000 shares (Direct); Class A Common Stock, par value $0.01 per share — 451,853,684 shares (Indirect, See footnotes.)

Footnotes (1)

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 July 31, 2025, the Long Swap (as defined below) with BNP Paribas 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, Credit Agricole Corporate and Investment Bank 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.

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^*

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)
07/31/2025

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)	07/31/2025		H/K(2)			5,000,000(2)	(2)	(2)	Class A Common Stock	5,000,000	(2)	35,000,000	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 July 31, 2025, the Long Swap (as defined below) with BNP Paribas 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, Credit Agricole Corporate and Investment Bank 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.

	/s/ Luuk Hoogeveen, Managing Director of JAB Holdings B.V.	08/19/2025
	/s/ Frank Engelen, Managing Director of JAB Holdings B.V.	08/19/2025
	/s/ Joachim Creus, Authorized Representative of Agnaten SE	08/19/2025
	/s/ Joachim Creus, Authorized Representative of Lucresca SE	08/19/2025
	** 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).
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.

FAQ

What did the Form 4 filed for COTY disclose?

The Form 4 discloses that JAB-related reporting persons indirectly beneficially own 451,853,684 Class A shares and that a long cash-settled total return swap for 5,000,000 shares expired and was cash-settled on 07/31/2025.

Who are the reporting persons on the COTY Form 4?

The reporting persons are JAB Holdings B.V., Agnaten SE and Lucresca SE, each identified as a director and 10% owner.

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

No. The filing states the long cash-settled total return swaps do not give JAB Holdings B.V. voting, investment or dispositive control over any securities of the company.

When did the reported transaction occur and when was the form signed?

The relevant transaction (swap expiration and cash-settlement) occurred on 07/31/2025, and the Form 4 signatures are dated 08/19/2025.

Which banks were counterparties to the long swaps disclosed?

The filing names Banco Santander, BNP Paribas, Credit Agricole Corporate and Investment Bank and Societe Generale as counterparties to the long swaps.