JAB Entities Report Majority Stake in Coty and Extend Long Swap Exposure for 30M Shares

Rhea-AI Filing Summary

JAB-related reporting persons disclose ownership and a swap extension regarding Coty Inc. The filing amends prior Schedule 13D disclosures and reports that JAB Beauty, together with related entities JAB Holdings, Agnaten and Lucresca, may be deemed to beneficially own 488,051,545 Class A Shares of Coty, representing approximately 54.5% of outstanding Class A stock on the stated basis. The amendment further states that certain long cash-settled total return equity swaps that originally covered up to 40,000,000 Class A Shares were partially cash-settled for 5,000,000 shares with BNP Paribas and 5,000,000 shares with CACIB, and that JAB Holdings agreed to extend the term of remaining Long Swaps covering an aggregate notional of 30,000,000 Class A Shares for approximately two years with no additional consideration, with other material terms unchanged.

Positive

• Majority economic/voting exposure reported: 488,051,545 Class A Shares, ~54.5% of the class based on stated share counts
• Swap extension preserves long exposure: Long Swaps covering an aggregate notional of 30,000,000 Class A Shares extended ~two years with no additional consideration and materially unchanged terms

Negative

• Reduction in swap coverage by 10,000,000 notional shares: BNP Paribas and CACIB Long Swaps expired and terminated by cash-settlement for 5,000,000 shares each
• Ownership percentage basis includes convertible Series B shares: Percentage calculation incorporates 23,847,352 Class A Shares issuable upon conversion of Series B Shares as of the referenced proxy

Insights

Financial Analyst

TL;DR: JAB entities control a majority of Coty Class A shares (54.5%) and extended sizable long swap exposure for 30m shares.

JAB Beauty and affiliated reporting persons report beneficial ownership of 488,051,545 Class A Shares, representing 54.5% on the stated basis. The filing documents the expiration by cash settlement of two swap counterparties covering 10,000,000 notional shares in total and the extension of Long Swaps covering an aggregate notional of 30,000,000 shares for ~two years without additional consideration. For investors, the combination of majority economic/voting exposure and continued swap positioning informs control dynamics and potential share exposure from the reporting group.

M&A / Corporate Governance Specialist

TL;DR: Majority ownership disclosure confirms JAB's controlling position; swap extensions preserve long economic exposure.

The Schedule 13D/A clarifies ownership and arrangements: the reporting persons disclose aggregated voting and dispositive figures and note that convertible Series B shares were included in the ownership basis. The extension of the long cash-settled total return swaps for 30,000,000 notional shares maintains the reporting group's economic exposure without changing reference price or other material terms. This preserves JAB's ability to retain economic exposure while managing timing of settlement or termination under specified early-close rights.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

COTY INC.

(Name of Issuer)

Class A Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

222070203

(CUSIP Number)

Joachim Creus JAB Beauty B.V.
Piet Heinkade 55, 1019 GM
Amsterdam, P7, 00000
31 20 235 50 00

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/02/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 222070203

1

Name of reporting person

JAB Beauty B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 488,051,545.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 451,853,684.00

11

Aggregate amount beneficially owned by each reporting person

488,051,545.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

54.5 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

Note to row 8: This represents the aggregate voting power of shares of Class A Common Stock, par value $0.01 per share (the "Class A Shares"), of Coty Inc. (the "Company") that may be deemed to be beneficially owned by JAB Beauty B.V. (formerly known as Cottage Holdco B.V.) ("JAB Beauty"). This includes, as a result of the Proxy Agreement (as defined in this Schedule 13D), 36,197,861 Class A Shares that may be deemed to be beneficially owned by Peter Harf (comprised of 12,350,509 Class A Shares and 23,847,352 Class A Shares issuable upon conversion of shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Shares"), of the Company as of September 13, 2024 as set forth in the Definitive Proxy Statement on Schedule 14A filed by the Company with the United States Securities and Exchange Commission (the "Commission") on September 26, 2024 (the "Proxy")). Note to row 10: This represents the aggregate dispositive power of Class A Shares that may be deemed to be beneficially owned by JAB Beauty. Note to row 13: The percentage ownership is based upon (i) 872,294,977 Class A Shares issued and outstanding as of August 12, 2025, as set forth in the Annual Report on Form 10-K filed by the Company with the SEC on August 21, 2025 (the "Latest Periodic Report") and (ii) 23,847,352 Class A Shares issuable upon conversion of the Series B Shares as of September 13, 2024, as set forth in the Proxy.

SCHEDULE 13D

CUSIP No. 222070203

1

Name of reporting person

JAB Holdings B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 488,051,545.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 451,853,684.00

11

Aggregate amount beneficially owned by each reporting person

488,051,545.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

54.5 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

Note to row 8: (1) Amount consists of 488,051,545 Class A Shares that may be deemed to be beneficially owned by JAB Beauty. JAB Holdings may be deemed to have beneficial ownership of the Class A Shares held by JAB Beauty since JAB Beauty is a subsidiary of JAB Holdings. Note to row 10: This represents the aggregate dispositive power of Class A Shares that may be deemed to be beneficially owned by JAB Beauty and JAB Holdings. JAB Holdings may be deemed to have dispositive power of the Class A Shares held by JAB Beauty since JAB Beauty is a subsidiary of JAB Holdings. Note to row 13: The percentage ownership is based upon (i) 872,294,977 Class A Shares issued and outstanding as of August 12, 2025, as set forth in the Latest Periodic Report and (ii) 23,847,352 Class A Shares issuable upon conversion of the Series B Shares as of September 13, 2024, as set forth in the Proxy.

SCHEDULE 13D

CUSIP No. 222070203

1

Name of reporting person

Agnaten SE

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 488,051,545.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 451,853,684.00

11

Aggregate amount beneficially owned by each reporting person

488,051,545.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

54.5 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

Note to row 8: Amount consists of 488,051,545 Class A Shares that may be deemed to be beneficially owned by JAB Beauty. Agnaten SE ("Agnaten") may be deemed to have beneficial ownership of the Class A Shares held by JAB Beauty since JAB Beauty is an indirect subsidiary of Agnaten. Note to row 10: This represents the aggregate dispositive power of Class A Shares that may be deemed to be beneficially owned by JAB Beauty. Agnaten may be deemed to have dispositive power of such Class A Shares since JAB Beauty is an indirect subsidiary of Agnaten. Note to row 13: The percentage ownership is based upon (i) 872,294,977 Class A Shares issued and outstanding as of August 12, 2025, as set forth in the Latest Periodic Report and (ii) 23,847,352 Class A Shares issuable upon conversion of the Series B Shares as of September 13, 2024, as set forth in the Proxy.

SCHEDULE 13D

CUSIP No. 222070203

1

Name of reporting person

Lucresca SE

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 488,051,545.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 451,853,684.00

11

Aggregate amount beneficially owned by each reporting person

488,051,545.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

54.5 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

Note to row 8: Amount consists of 488,051,545 Class A Shares that may be deemed to be beneficially owned by JAB Beauty. Lucresca SE ("Agnaten") may be deemed to have beneficial ownership of the Class A Shares held by JAB Beauty since JAB Beauty is an indirect subsidiary of Lucresca. Note to row 10: This represents the aggregate dispositive power of Class A Shares that may be deemed to be beneficially owned by JAB Beauty. Lucresca may be deemed to have dispositive power of such Class A Shares since JAB Beauty is an indirect subsidiary of Lucresca. Note to row 13: The percentage ownership is based upon (i) 872,294,977 Class A Shares issued and outstanding as of August 12, 2025, as set forth in the Latest Periodic Report and (ii) 23,847,352 Class A Shares issuable upon conversion of the Series B Shares as of September 13, 2024, as set forth in the Proxy.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, Par Value $0.01 Per Share
(b)	Name of Issuer: COTY INC.
(c)	Address of Issuer's Principal Executive Offices: 350 FIFTH AVENUE, NEW YORK, NEW YORK , 10118.
Item 1 Comment: This statement on Schedule 13D/A constitutes Amendment No. 7 (this "Amendment No. 7") to and amends and supplements the prior statement on Schedule 13D as filed on May 1, 2019, as amended by Amendment No. 1 filed on March 19, 2020, Amendment No. 2 filed on November 16, 2020, Amendment No. 3 filed on October 29, 2021, Amendment No. 4 filed on February 10, 2023, Amendment No. 5 filed on June 20, 2023 and Amendment No. 6 filed on October 10, 2023 (as so amended, the "Schedule 13D"), by (i) JAB Beauty B.V. (formerly known as Cottage Holdco B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands ("JAB Beauty"), (ii) JAB Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands ("JAB Holdings"), (iii) Agnaten SE, a private company incorporated under the laws of Luxembourg ("Agnaten") and (iv) Lucresca SE, a private company incorporated under the laws of Luxembourg ("Lucresca" and together with JAB Beauty, JAB Holdings and Agnaten, the "Reporting Persons"). Except as set forth herein, all items remain as previously reported in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: Extension of Long Swap Arrangement As previously disclosed on Amendment No. 4, on February 9, 2023, JAB Holdings entered into 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"). The Long Swaps provided for the establishment of long exposure with respect to a notional amount of shares of Class A Common Stock, par value $0.01 per share (the "Common Stock") (the shares of Common Stock, each a "Class A Share" and, collectively, the "Class A Shares"), of Coty Inc. (the "Company") up to 40,000,000 Class A Shares in the aggregate. On July 31, 2025, the Long Swap with BNP Paribas expired and terminated by cash-settlement by its terms with respect to a notional amount of 5,000,000 Shares. On August 29, 2025, the Long Swap with CACIB expired and terminated by cash-settlement by its terms with respect to a notional amount of 5,000,000 Shares. On September 2, 2025, JAB Holdings B.V. agreed to extend the term of the Long Swaps with Banco Santander, S.A., BNP Paribas and Societe Generale with respect to an aggregate notional amount of 30,000,000 Class A Shares 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. All other material terms of such Long Swaps, including the Reference Price, remain materially unchanged and in full force and effect.
Item 5.	Interest in Securities of the Issuer
(a)	(a) - (b) The Reporting Persons may be deemed to beneficially own 488,051,545 Class A Shares, representing approximately 54.5% of the Company's outstanding Class A Shares (based upon (i) 872,294,977 Class A Shares issued and outstanding as of August 12, 2025, as set forth in the Annual Report on Form 10-K filed by the Company with the SEC on August 21, 2025 (the "Latest Periodic Report") and (ii) 23,847,352 Class A Shares issuable upon conversion of shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Shares"), of the Company as of September 13, 2024 as set forth in the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC (the "Proxy"). JAB Holdings, Agnaten and Lucresca, by virtue of their relationships to JAB Beauty, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the Class A Shares which JAB Beauty may be deemed to beneficially own.
(b)	JAB Beauty has voting power and dispositive power with regard to 451,853,684 Class A Shares. JAB Holdings, Agnaten and Lucresca, by virtue of their relationships to JAB Beauty, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the Class A Shares which JAB Beauty directly beneficially owns. Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto, beneficially owns any Class A Shares. (c) Except as set forth in this Item 5(c), none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule A hereto, has effected any transactions in the Shares during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented as follows: Information set forth in Item 4 above is incorporated by reference herein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JAB Beauty B.V.

Signature:	/s/ Rafael Da Cunha
Name/Title:	Rafael Da Cunha/Managing Director
Date:	09/03/2025

JAB Holdings B.V.

Signature:	/s/ Sebastiaan Wolvers
Name/Title:	Sebastiaan Wolvers/Managing Director
Date:	09/03/2025

Agnaten SE

Signature:	/s/ Joachim Creus
Name/Title:	Joachim Creus/Authorized Representative
Date:	09/03/2025

Lucresca SE

Signature:	/s/ Joachim Creus
Name/Title:	Joachim Creus/Authorized Representative
Date:	09/03/2025

FAQ

How many Coty (COTY) Class A shares do the reporting persons beneficially own?

The reporting persons may be deemed to beneficially own 488,051,545 Class A Shares, representing approximately 54.5% of outstanding Class A shares on the stated basis.

What happened to the long swap arrangements disclosed by the JAB entities?

Two Long Swaps were cash-settled by expiry for a combined notional of 10,000,000 shares (5,000,000 each with BNP Paribas and CACIB) and the remaining Long Swaps covering an aggregate notional of 30,000,000 shares were extended for approximately two years with no additional consideration.

Does the reported ownership percentage include convertible preferred shares?

Yes. The percentage ownership is based on 872,294,977 Class A Shares outstanding as of August 12, 2025 and includes 23,847,352 Class A Shares issuable upon conversion of Series B Convertible Preferred Stock as of September 13, 2024.

Which entities filed this Schedule 13D/A for Coty?

The filing was made by JAB Beauty B.V., JAB Holdings B.V., Agnaten SE and Lucresca SE as the Reporting Persons.

Were any other material terms of the Long Swaps changed in the extension?

No. The filing states that all other material terms of the Long Swaps, including the Reference Price, remain materially unchanged and in full force and effect.