COTY · Read the filing

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the financial condition and results of operations of Coty Inc. and its consolidated subsidiaries should be read in conjunction with the information contained in the Consolidated Financial Statements and related notes included elsewhere in this document. When used in this discussion, the terms “Coty,” the “Company,” “we,” “our,” or “us” mean, unless the context otherwise indicates, Coty Inc. and its majority and wholly-owned subsidiaries. The following discussion contains forward-looking statements. See “Forward-Looking Statements” and “Risk Factors” for a discussion on the uncertainties, risks and assumptions associated with these statements as well as any updates to such discussion as may be included in subsequent reports we file with the SEC. Actual results may differ materially and adversely from those contained in any forward-looking statements. The following discussion includes certain non-GAAP financial measures. See “Overview—Non-GAAP Financial Measures” for a discussion of non-GAAP financial measures and how they are calculated.

All dollar amounts in the following discussion are in millions of United States (“U.S.”) dollars, unless otherwise indicated.

OVERVIEW

We are one of the world’s largest beauty companies, with an iconic portfolio of brands across fragrance, color cosmetics, and skin and body care. Our brands empower people to express themselves freely, creating their own visions of beauty; and we are committed to protecting the planet.

Strategic Progress

We have been engaged in the process of strategic planning and portfolio assessment designed to position us for consistent, profitable growth. In September 2025, we announced a strategic review of our consumer beauty business, including its mass color cosmetics business and associated brands and our distinct Brazil business comprised of local Brazilian brands. Markus Strobel was appointed by the Board of Directors (the “Board”) as Executive Chairman of the Board and Interim Chief Executive Officer (“Interim CEO”), effective January 1, 2026, and in March 2026, the Company’s Board of Directors appointed five new independent directors.While our long-term objectives remain focused on value creation, growth, profitability, and deleveraging, our Interim CEO continues to conduct a comprehensive review of the business to assess opportunities to enhance performance, strengthen competitive positioning, and improve execution across key areas. We are also evaluating our central organization, manufacturing and asset base, and certain market structures to adjust our scope and size for our future business.

We are focused on leveraging our leadership position and capabilities in global fragrances to fuel expansion. We have sharpened our priorities to capitalize on structural tailwinds in the fragrance market, while responding to recent performance challenges. We will continue strengthening our presence in a limited number of structurally profitable and growing beauty categories, in growth channels such as e-commerce and the Travel Retail channel, all while continuing to deliver against our key sustainability priorities. We are methodically implementing the Coty.Curated strategic framework announced in the third quarter of fiscal 2026, centered on sharper priorities, more focused investments, improved execution, and increased support behind our core businesses. In both divisions, we are focused on returning to market share growth, accelerating data-driven operations powered by AI, and improving our advocacy capability and execution. On July 2, 2026 we announced that the Interim CEO will temporarily take direct control of Prestige commercial operations. This change will bring leadership closer to the markets, allows for faster decision-making, and sharpens accountability for sell-out and market share. As part of these changes, Coty will integrate Prestige R&D and sustainability with supply chain into one simplified function. Bringing prestige innovation, sustainability, and supply chain together under one leader streamlines how the company develops and delivers behind its core businesses.As part of the ongoing strategic review of the Consumer Beauty business, we continue to make progress on our “Color the Future” roadmap to improve Consumer Beauty cosmetics performance, supported by more consistent media investment behind key franchises, a more focused innovation pipeline, ongoing value chain optimization, and actions to stabilize gross margins over time.

Global Economic Landscape and Business Impact

Our products are marketed, sold and distributed in approximately 122 countries and territories. As a geographically diverse company we are susceptible to global economic trends, geopolitical conflicts, domestic and foreign governmental policies, and changes in foreign exchange rates. We remain attentive to economic and geopolitical conditions that may materially impact our business.

Tariffs: Recent changes in U.S. and international trade policies—particularly tariff increases—and the ongoing uncertainty surrounding such policies may present challenges to our business operations and financial condition. These challenges may include supply chain disruptions and commodity price volatility, resulting in increases in our cost of goods sold. Under the current tariff framework, the biggest areas of potential challenges for us are prestige fragrances shipped to the U.S. from our Barcelona plant, and the sourcing of various components and marketing materials from China. In response, we have evaluated more diversified sourcing strategies, strategic pricing adjustments and cost-reduction initiatives to help offset these pressures and protect our profitability. We are optimizing our supply chain to enhance resilience and agility in response to changing tariff

environments. We have successfully transitioned mass fragrance production, production for certain entry-level prestige fragrance products, and fragrance mists to our U.S. manufacturing site.

In the short term, we are accelerating dual sourcing for certain entry-level prestige products by leveraging regional input materials, and future launches will be developed with dual production capabilities. We expect that any increases in our cost of goods sold will be balanced with minimal price adjustments to ensure competitiveness. On a longer-term basis, we are evaluating expanded regionalization strategies, including potential additional U.S. investments. We will also continue to collaborate with external partners to strengthen our domestic manufacturing capabilities, supporting our goal of a robust, U.S.-based supply chain.

On February 20, 2026, the U.S. Supreme Court issued a decision addressing the scope of tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). This ruling may allow for the recovery of IEEPA tariff amounts previously paid. The ruling leaves uncertainties regarding the timing and administration of any potential IEEPA tariff refunds by the U.S. government and may be subject to further legal and regulatory developments. Following the U.S. Supreme Court ruling, the administration replaced the invalidated IEEPA tariffs with tariffs under Section 122 of the Trade Act of 1974, in addition to any existing non-IEEPA tariffs. On April 20, 2026, Customs and Border Patrol “(CBP”) began accepting phase one IEEPA claim submissions for validation and processing in the Consolidated Administration and Processing of Entries system. On May 7, 2026, the U.S. Court of International Trade (“CIT”) ruled that Section 122 tariffs are unlawful; however, the court’s injunction applies only to the named plaintiffs, while tariffs remain in effect for all other importers pending appeal. On May 29, 2026, the administration issued notice to the CIT of its intent to appeal the court’s order requiring universal refunds and the reliquidation of finally liquidated entries. On July 24, 2026, the previous Section 122 tariffs expired and tariffs under Section 301 with rates of 10% to 12.5% went into effect. The Company is actively pursuing refund recovery activities related to IEEPA tariffs following ongoing validation and reconciliation of its claims; however, recovery of such amounts is ultimately contingent upon CBP review and acceptance of the Company's submissions and supporting documentation. As a result, the amount and timing of any refunds ultimately received could differ materially from the amounts claimed.

We have incurred $29.3 in costs related to tariff increases, after mitigating actions, in fiscal 2026. We expect to incur $3.4 in costs, after mitigating actions, in the first quarter of fiscal 2027. Despite our efforts, reductions in consumer confidence and discretionary spending could impact demand for our products and negatively affect our sales. We are closely monitoring developments, evaluating potential impacts, and proactively taking steps to mitigate adverse effects on our business.

Middle East Conflict: In February 2026, geopolitical tensions in the Middle East escalated significantly leading to a military conflict involving the United States, Israel, and Iran, and resulting in regional instability and increased volatility in global energy markets. We have mitigated certain direct impacts, including those related to disruptions in regional shipping routes such as transit through the Strait of Hormuz. Continued or expanded conflict could adversely affect global economic conditions, supply chains, transportation logistics, and customer demand, and is expected to impact our financial condition, and results of operations. Impacts may vary depending on how conditions develop across the region and in global markets. Net revenues in the Middle East accounted for approximately mid-single digit percentage of our consolidated net revenue for fiscal 2026 and declined year over year by a mid-single digit percentage, with a larger impact in the second half of the year after the start of the regional conflict. The Middle East accounted for approximately mid-single-digit percentage and low-single-digit percentage of Prestige and Consumer Beauty segment fiscal 2026 net revenues, respectively. We currently estimate that, if Brent crude oil prices fall within the range of $90 to $100 per barrel due to the Middle East conflict, our operating results in fiscal 2027 could be impacted by an increase of approximately $20.0 to $30.0 in cost of goods sold.

Market Trends and Sales Performance

Changing market trends continue to impact sales of our products across and within product categories and geographic regions. Consumer demand for beauty remains resilient, with continued growth in fragrances and cosmetics, although consumers are increasingly selective in their purchasing decisions.

•Fragrances: We believe fragrances will remain a structurally advantageous, though highly competitive, category, supported by beauty category-leading brand loyalty, strong consumer demand, increasing usage, broader price points and formats, and expanding global penetration. Overall, the Prestige fragrance market grew by mid-single digits. Our net revenues from prestige fragrances decreased by a low-single digit percentage in fiscal 2026, compared to low-single digit growth in the prior year. The Gucci license exit will result in a decrease in net revenues and net income in fiscal 2028; we expect partial mitigation of the impact as a result of anticipated major launches across several of our top brands and a planned calendar 2027 debut of Swarovksi fragrances. Net revenue from Consumer Beauty fragrance declined by high-single digits in fiscal 2026, while the mass fragrance market grew by low-double digits. Within our Consumer Beauty segment, we are planning to concentrate resources behind core brands and priority markets while simplifying the broader portfolio.

•Color Cosmetics: Our net revenues from prestige color cosmetics increased by a double-digits percentage, outpacing the mid-single digit growth of the prestige color cosmetics market, driven by strong sales from Burberry and Kylie cosmetics. We believe new portfolio additions from Marc Jacobs Beauty makeup, will further elevate our performance. In Consumer Beauty, color cosmetics net revenues declined by a mid-single digit percentage despite mid-single digit market growth. Encouragingly, through the second half of fiscal 2026 we narrowed our retail sales gap to the market in certain Consumer Beauty color cosmetics brands, with sell-out performance in the United States improving for CoverGirl and Sally Hansen.

•Skin and Body Care: Net revenues from Prestige skincare decreased by a low-single digit percentage in fiscal 2026, despite mid-single digit market growth. In Prestige skincare, profitability has improved materially in the past quarter as we transition out of a multi-year investment phase and sharpen our focus on the brands, markets and channels with the strongest return potential. Net revenues from Consumer Beauty skin and body care increased by a low-single digit percentage in fiscal 2026, an improvement from the low-double digit percentage decline in net revenues in fiscal 2025. Competitive pricing actions in Brazil that pressured demand for certain of our deodorant brands eased in the final months of fiscal 2026 and we are seeing an acceleration of our sell-out growth supported by positive trends in the Brazil mass body care market.

•Geographic Regions: Net revenues in the Americas declined by a low-single digit percentage during fiscal 2026, despite market growth in the United States. Net revenues from Europe, the Middle East and Africa (“EMEA”) declined by a low-single digit percentage due to contraction in some European markets and decelerating growth across most other European markets, in addition to impacts from the Middle East conflict. Net revenues in the Asia Pacific region increased by a low-single digit percentage in fiscal 2026, reflecting a return to market growth in China and contributions from Asia Travel Retail.

We expect fiscal 2027 to be a transition year as we strengthen our business and continue shaping a simpler, more focused Coty, factoring in the expected Gucci exit by fiscal 2028 and final decisions related to our strategic review of Consumer Beauty. The Gucci license exit will result in a decrease in net revenues and net income in fiscal 2028. We intend to take actions to mitigate this impact, including strengthening our innovation pipeline for our core prestige fragrance brands and supporting portfolio initiatives across our other major brands, with the goal of improving sales and profitability. We will continue to develop robust plans to mitigate the impact of the Gucci license exit while balancing other priorities that remain a focus of our ongoing strategic review. In anticipation of the Gucci license exit, we are developing a savings plan and expect to begin implementation in the second half of fiscal 2027. The plan will target stranded central and divisional costs through changes to the global go-to-market setup, manufacturing and distribution footprint, organizational layers, and the rightsizing of central functions.

Financial Outlook

We expect our reported net revenues for the first quarter of fiscal 2027 to decline by a low- to mid-single-digit percentage compared with the prior year, including a neutral impact from foreign exchange. We anticipate that our gross margin for the first quarter of fiscal 2027 will be pressured by lower sales and unfavorable cost absorption, partially offset by improved excess and obsolescence costs.

Selected Financial Data

(in millions, except per share data) Year Ended June 30,

(Benefit) provision for income taxes (20.0) 5.4 95.1

Net (loss) income attributable to Coty Inc. $ (604.8) $ (367.9) $ 89.4

Amounts attributable to Coty Inc.:

Net (loss) income attributable to common stockholders $ (618.0) $ (381.1) $ 76.2

Per Share Data:

Net (loss) income attributable to Coty Inc. per common share:

Diluted for Coty Inc. $ (0.70) $ (0.44) $ 0.09

Weighted-average common shares

(in millions) Year Ended June 30,

Consolidated Statements of Cash Flows Data:

Net cash provided by operating activities $ 537.8 $ 492.6 $ 614.6

Net cash provided by (used in) investing activities 539.0 (128.4) (226.2)

(in millions) As of June 30,

Consolidated Balance Sheets Data:

Non-GAAP Financial Measures

To supplement the financial measures prepared in accordance with GAAP, we use non-GAAP financial measures for Coty Inc. including Adjusted operating income (loss), Adjusted EBITDA, Adjusted net income (loss), Adjusted net income before income taxes and Adjusted net income (loss) attributable to Coty Inc. to common stockholders (collectively, the “Adjusted Performance Measures”). The reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are shown in tables below. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for or superior to, financial measures reported in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in accordance with GAAP. Other companies, including companies in the beauty industry, may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

Despite the limitations of these non-GAAP financial measures, our management uses the Adjusted Performance Measures as key metrics in the evaluation of our performance and annual budgets and to benchmark performance of our business against our competitors. The following are examples of how these Adjusted Performance Measures are utilized by our management:

•strategic plans and annual budgets are prepared using the Adjusted Performance Measures;

•senior management receives a monthly analysis comparing budget to actual operating results that is prepared using the Adjusted Performance Measures; and

•senior management’s annual compensation is calculated, in part, by using some of the Adjusted Performance Measures.

In addition, our financial covenant compliance calculations under our debt agreements are substantially derived from these Adjusted Performance Measures.

Our management believes that Adjusted Performance Measures are useful to investors in their assessment of our operating performance and the valuation of the Company. In addition, these non-GAAP financial measures address questions we routinely receive from analysts and investors and, in order to ensure that all investors have access to the same data, our management has determined that it is appropriate to make this data available to all investors. The Adjusted Performance Measures exclude the impact of certain items (as further described below) and provide supplemental information regarding our operating performance. By disclosing these non-GAAP financial measures, our management intends to provide investors with a supplemental comparison of our operating results and trends for the periods presented. Our management believes these measures are also useful to investors as such measures allow investors to evaluate our performance using the same metrics that our management uses to evaluate past performance and prospects for future performance. We provide disclosure of the effects of these non-GAAP financial measures by presenting the corresponding measure prepared in conformity with GAAP in our financial statements, and by providing a reconciliation to the corresponding GAAP measure so that investors may understand the adjustments made in arriving at the non-GAAP financial measures and use the information to perform their own analyses.

Adjusted operating income (loss) / Adjusted EBITDA excludes restructuring costs and business structure realignment programs, amortization, acquisition- and divestiture-related costs and acquisition accounting impacts, stock-based compensation, and asset impairment charges and other adjustments as described below. For Adjusted EBITDA, in addition to the preceding, we exclude adjusted depreciation as defined below. We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and significance. They are primarily incurred to realign our operating structure and integrate new acquisitions, and implement divestitures of components of our business, and fluctuate based on specific facts and circumstances. Additionally, Adjusted net income attributable to Coty Inc. and Adjusted net income attributable to Coty Inc. per common share are adjusted for certain interest and other (income) expense items, as described below, and the related tax effects of each of the items used to derive Adjusted net income (loss) as such charges are not used by our management in assessing our operating performance period-to-period.

Adjusted Performance Measures reflect adjustments based on the following items:

•Costs related to acquisition and divestiture activities: We have excluded acquisition- and divestiture-related costs and the accounting impacts such as those related to transaction costs and costs associated with the revaluation of acquired inventory in connection with business combinations because these costs are unique to each transaction. Additionally, for divestitures, we exclude write-offs of assets that are no longer recoverable and contract related costs due to the divestiture. The nature and amount of such costs vary significantly based on the size and timing of the acquisitions and divestitures, and the maturities of the businesses being acquired or divested. Also, the size, complexity and/or volume of past transactions, which often drives the magnitude of such expenses, may not be indicative of the size, complexity and/or volume of any future acquisitions or divestitures.

•Restructuring and other business realignment costs: We have excluded costs associated with restructuring and business structure realignment programs to allow for comparable financial results to historical operations and forward-looking guidance. In addition, the nature and amount of such charges vary significantly based on the size and timing of the programs. By excluding the referenced expenses from our non-GAAP financial measures, our management is able to further evaluate our ability to utilize existing assets and estimate their long-term value. Furthermore, our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

•Asset impairment charges: We have excluded the impact of asset impairments as such non-cash amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

•Amortization expense: We have excluded the impact of amortization of finite-lived intangible assets, as such non-cash amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance. Although we exclude amortization of intangible assets from our non-GAAP expenses, our management believes that it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.

•Gain or loss on sale and early license termination: We have excluded the impact of gain or loss on sale and early license termination as such amounts are inconsistent in amount and frequency and are significantly impacted by the size of the sale and early license termination.

•Costs related to market exit: We have excluded the impact of direct incremental costs related to our decision to wind down our business operations in Russia. We believe that these direct and incremental costs are inconsistent and infrequent in nature. Consequently, our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

•Gains on sale of real estate: We have excluded the impact of gains on sale of real estate as such amounts are inconsistent in amount and frequency and are significantly impacted by the size of the sale. Our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

•Stock-based compensation: Although stock-based compensation is a key incentive offered to our employees, we have excluded the effect of these expenses from the calculation of Adjusted operating income (loss) and Adjusted EBITDA. This is due to their primarily non-cash nature; in addition, the amount and timing of these expenses may be highly variable and unpredictable, which may negatively affect comparability between periods.

•Depreciation and Adjusted depreciation: Our adjusted operating income excludes the impact of accelerated depreciation for certain restructuring projects that affect the expected useful lives of Property, Plant and Equipment, as such charges vary significantly based on the size and timing of the programs. Further, we have excluded adjusted depreciation, which represents depreciation expense net of accelerated depreciation charges, from our Adjusted EBITDA. Our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

•Other (income) expense: We have excluded the impact of pension curtailment (gains) and losses and pension settlements as such events are triggered by our restructuring and other business realignment activities and the amount of such charges vary significantly based on the size and timing of the programs. Further, we have excluded the change in fair value of the investment in Wella and the Wella Distribution Rights, as well as expenses related to potential or actual sales transactions reducing equity investments, as our management believes these unrealized (gains) and losses do not reflect our underlying ongoing business, and the adjustment of such impact helps investors and others compare and analyze performance from period to period. Such transactions do not reflect our operating results and we have excluded the impact as our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

•Noncontrolling interest: This adjustment represents the after-tax impact of the non-GAAP adjustments included in Net income attributable to noncontrolling interests based on the relevant noncontrolling interest percentage.

•Tax: This adjustment represents the impact of the tax effect of the pretax items excluded from Adjusted net income (loss). The tax impact of the non-GAAP adjustments is based on the tax rates related to the jurisdiction in which the adjusted items are received or incurred. Additionally, adjustments are made for the tax impact of any intra-entity

transfer of assets and liabilities. Also, in connection with our market exit in Russia, we have adjusted for the release of tax charges previously taken related to certain direct incremental impacts of the decision.

Constant Currency

We operate on a global basis, with the majority of our net revenues generated outside of the U.S. Accordingly, fluctuations in foreign currency exchange rates can affect our results of operations. Therefore, to supplement financial results presented in accordance with GAAP, certain financial information is presented in “constant currency,” excluding the impact of foreign currency exchange translations to provide a framework for assessing how our underlying businesses performed excluding the impact of foreign currency exchange translations. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. We calculate constant currency information by translating current and prior-period results for entities reporting in currencies other than U.S. dollars into U.S. dollars using prior year foreign currency exchange rates. The constant currency calculations do not adjust for the impact of revaluing specific transactions denominated in a currency that is different to the functional currency of that entity when exchange rates fluctuate, or for the impacts of hyperinflation. The constant currency information we present may not be comparable to similarly titled measures reported by other companies.

Basis of Presentation of Acquisitions, Divestitures, Terminations and Market Exits

During the period when we complete an acquisition, divestiture, early license termination, or market exit, the financial results of the current year period are not comparable to the financial results presented in the prior year period. When explaining such changes from period to period and to maintain a consistent basis between periods, we exclude the financial contribution of: (i) the acquired brands or businesses in the current year period until we have twelve months of comparable financial results, and (ii) the divested brands or businesses or early terminated brands or markets exited in the prior year period, to maintain comparable financial results with the current fiscal year period. Acquisitions, divestitures, early license terminations, and market exits that would impact the comparability of financial results between periods presented in the Management’s Discussion and Analysis of Financial Condition and Results of Operations are shown in the table below.

When used herein, the term “Acquisitions,” “Divestitures,” “Terminations,” and “Market Exit,” refer to the financial contributions of the related acquisitions or divestitures, early license terminations, and market exits shown above, during the period that is not comparable as a result of such acquisitions or divestitures, early license terminations, and market exits.

NET REVENUES

Consolidated Fiscal 2026 as Compared with Fiscal 2025

In fiscal 2026, net revenues decreased 2%, or $86.3, to $5,806.6 from $5,892.9 in fiscal 2025, reflecting a decrease in unit volume of 5%, offset by a positive foreign currency exchange translation impact of 4%. The overall decrease in net revenues reflects declines within both Consumer Beauty and Prestige. Declines within Consumer Beauty are primarily driven by increased market competitiveness in color cosmetics in the United States and in some European markets, as well as declining sales in mass fragrance, partially offset by growth in our mass skincare category. Declines in Prestige are primarily driven by prestige fragrances as a result of reduced distribution in certain sales channels, partially offset by growth in our prestige cosmetics category. Net revenues declined in the Americas and Europe, the Middle East and Africa (EMEA) region, but grew in Asia Pacific reflecting strong results in Asia travel retail. Improvements in digital and e-commerce channel sales partially offset the overall decrease in net revenues.

Consolidated Fiscal 2025 as Compared with Fiscal 2024

In fiscal 2025, net revenues decreased 4%, or $225.1, to $5,892.9 from $6,118.0 in fiscal 2024. Excluding net revenue from the first half of the prior period from Lacoste, net revenues decreased 3% or $196.5 to $5,892.9 from $6,089.4, reflecting a decrease in unit volume of 2%, and a negative foreign currency exchange translation impact of 1%. The overall decrease in net revenues reflects declines within color cosmetics across both our Prestige and Consumer Beauty segments— primarily due to negative market trends in the United States, China, and across several European markets— and as a result of a decline in the Travel Retail Asia channel due to regulations impacting surrogate shopping purchases. The decline can also be attributed to mass body care in Brazil— primarily due to competitive pricing action in the Brazilian deodorant market— and from prestige

skincare due to negative performance from certain brands. These declines were partially offset by growth in our prestige and mass fragrance categories due to the positive, but decelerating, market trends in most major markets and geographical expansion of certain brands. Net revenues declined in the Americas and Asia Pacific but grew within Europe, the Middle East and Africa (EMEA) region. Digital and e-commerce channel sales declines also contributed to the decrease in net revenues.

Year Ended June 30, Change %

NET REVENUES

Prestige

In fiscal 2026, net revenues in the Prestige segment decreased $14.4 to $3,805.8 from $3,820.2 in fiscal 2025, reflecting a negative price and mix impact of 2% (primarily due to prestige fragrance) and a decrease in unit volume of 2% (primarily due to negative performance for prestige fragrance brands), partially offset by a positive foreign currency translation impact of 3% (primarily driven by the weakening of the U.S. dollar versus the Euro). The decrease in net revenues primarily reflects:

•Prestige fragrance sales declined by $30.5, primarily due to a decrease in net sales of Hugo Boss existing brand lines despite benefitting from the Boss Bottled Beyond launch, and decreases in Davidoff and Calvin Klein as a result of reduced distribution in certain sales channels. The category sales decline was partially offset by strong performance from Gucci, mainly due to successful innovations such as Gucci Flora Gorgeous Gardenia Intense, and Kylie fragrances, which benefited from successful innovations in both the current and prior year; and

•Prestige skincare sales declines of $2.1.

These decreases were partially offset by:

•Prestige cosmetics sales growth of $18.1, primarily due to strong growth of Burberry makeup, particularly in Asia.

In fiscal 2025, net revenues in the Prestige segment decreased 1%, or $37.1, to $3,820.2 from $3,857.3 in fiscal 2024. Excluding net revenue from the first half of the prior period from Lacoste, net revenues remained relatively flat or decreased $8.5 to $3,820.2 from $3,828.7, reflecting a positive price and mix impact of 3% (primarily due to positive pricing impact as a result of prior year period price increases and in line with overall premiumization strategy), partially offset by a decrease in unit volume of 3% (primarily due to negative performance for prestige cosmetics brands) The decrease in net revenues primarily reflects:

•Prestige cosmetics sales declines of $55.3, primarily due to declines in sales volumes in the Asia Travel Retail channel from Gucci makeup and as a result of regulations impacting the surrogate shopping purchases, and declines in sales from Kylie makeup as a result of less innovations and negative market trends in the category; and

•Prestige skincare sales declines of $18.1, primarily due to negative performance from philosophy.

These decreases were partially offset by:

•Prestige fragrance sales growth of $64.9, due to successful performance from the existing fragrance lines of Burberry, Gucci, Chloe, and Hugo Boss. In addition, continued brand innovation such as Gucci Flora Gorgeous Orchid, Burberry Goddess Intense, Boss Bottled Absolu, Chloe Signature Intense, Kylie Cosmic 2.0, and Burberry Hero EDP Intense contributed to the category sales growth. The category sales growth was partially offset by declines in Calvin Klein due to a reduction in certain channel sales and tight inventory management from certain retailers, declines in Tiffany & Co. as a result of negative performance and no innovation in the current period, declines in philosophy resulting from negative performance, as well as due to the expiration of the Roberto Cavalli license in the prior year. The overall category sales growth from existing brands can also be attributed to positive, but decelerating, market trends in most major markets.

Consumer Beauty

In fiscal 2026, net revenues in the Consumer Beauty segment decreased 3%, or $71.9, to $2,000.8 from $2,072.7 in fiscal 2025, reflecting a decrease in unit volume of 5% (primarily due to negative performance for color cosmetics and body care brands, despite volume increases from most product categories in Brazil) and a negative price and mix impact of 2% (primarily due to higher discounts and promotions in the current period), offset by a positive foreign currency exchange translation impact of 4% (primarily driven by the weakening of the U.S. dollar versus the Brazilian Real and the Euro). The decrease in net revenues primarily reflects:

•Color cosmetics sales declines of $47.7, primarily due to a highly competitive market in the color cosmetics market in the United States which impacted net revenues from Covergirl and Rimmel. Negative market trends for color cosmetics in several European markets and the Middle East, along with the ongoing geopolitical conflict also impacted net revenues from Max Factor, Bourjois, and Rimmel;

•Mass fragrance sales decline of $32.8, primarily due to lower net sales from Nautica in the U.S. and across Asia and the expiration of a license agreement; and

•Mass body care sales declines of $2.9.

These decreases were partially offset by:

•Mass skincare sales growth of $11.6 primarily from Paixao in Brazil.

In fiscal 2025, net revenues in the Consumer Beauty segment decreased 8%, or $188.0, to $2,072.7 from $2,260.7 in fiscal 2024, reflecting a negative price and mix impact of 3% (primarily due to higher returns and discounts and promotions in the current period), a negative foreign currency exchange translation impact of 3% (primarily driven by the weakening of the Brazilian Real versus the U.S. dollar), and a decrease in unit volume of 2% (primarily due to negative performance for color cosmetics and body care brands, despite volume increases from most product categories in Brazil). The decrease in net revenues primarily reflects:

•Color cosmetics sales declines of $161.7, primarily due to negative market trends in the color cosmetics market in the United States which impacted net revenues from Covergirl, Sally Hansen, and Rimmel. Negative market trends for color cosmetics in several European markets also impacted net revenues from Max Factor, Bourjois, and Rimmel. Category net sales declines were also impacted by increased discounts and promotions compared to the prior period; and

•Mass body care sales declines of $61.4, primarily due to declines in sales volumes from Monange in Brazil due to competitive pricing action in the deodorant market and adidas due to declines in sales volumes in Mexico and Brazil.

These decreases were partially offset by:

•Mass fragrance sales growth of $27.9, due to geographical expansion of existing products from Nautica into growth-engine markets and brand innovation such as adidas Vibes; and

•Mass skincare sales growth of $7.2.

COST OF SALES

In fiscal 2026, cost of sales increased 4%, or $82.6, to $2,154.6 from $2,072.0 in fiscal 2025. Cost of sales as a percentage of net revenues increased to 37.1% in fiscal 2026 from 35.2% in fiscal 2025 resulting in a gross margin percentage decrease of approximately 190 basis points, primarily reflecting:

(i)approximately 80 basis points related to an increase in manufacturing and material costs as a percentage of net revenues,

(ii)approximately 60 basis points related to increased freight costs as a percentage of net revenues, primarily driven by the impact of tariffs,

(iii)approximately 40 basis points increase related to excess and obsolescence costs, as a percentage of net revenues; and

(iv)approximately 10 basis points related to increased designer license fees as a percentage of net revenues.

Gross margin was negatively impacted by higher discounts and promotions in the current period which reduced net revenues. Although we achieved improvements in manufacturing efficiency, productivity, and procurement cost optimization, these benefits are offset by the impact of the reduced net revenue base.

In fiscal 2025, cost of sales decreased 5%, or $106.8, to $2,072.0 from $2,178.8 in fiscal 2024. Cost of sales as a percentage of net revenues decreased to 35.2% in fiscal 2025 from 35.6% in fiscal 2024 resulting in a gross margin percentage increase of approximately 40 basis points primarily reflecting:

(i)approximately 40 basis points related to a decrease in excess and obsolescence costs; and

(ii)approximately 20 basis points related to a decrease in manufacturing and material costs as a percentage of net revenues, driven by increased manufacturing efficiencies, improvements in productivity, as well as procurement and material cost optimization.

The above reflects a positive impact from pricing net of inflation of approximately 70 basis points. Despite an overall improvement, our gross margin percentage was negatively impacted by an increase in discounts and promotions— which rose by approximately 100 basis points. This increase negatively impacted cost of sales absorption, including excess and obsolescence costs as well as manufacturing and material costs previously discussed.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

In fiscal 2026, selling, general and administrative expenses increased $4.5, to $3,107.9 from $3,103.4 in fiscal 2025. Selling, general and administrative expenses as a percentage of net revenues increased to 53.5% in fiscal 2026 from 52.7% in fiscal 2025, or approximately 80 basis points. This increase was primarily due to:

(i)100 basis points due to an increase in advertising and consumer promotional costs as a percentage of net revenues;

(ii)80 basis points due to an increase in operational accruals a percentage of net revenues;

(iii)70 basis points due to an increase in administrative expenses as a percentage of net revenues, which includes an increase in discretionary compensation for employees; and

(iv)20 basis points due to an early license termination as a percentage of net revenues.

These increases were partially offset by:

(v)120 basis points due to the loss on the termination of the KKW Collaboration Agreement in the prior period;

(vi)40 basis points due to favorable transactional impact from our exposure to foreign currency as a percentage of net revenues; and

(vii) 20 basis points due to lower logistics expenses.

In fiscal 2025, selling, general and administrative expenses decreased 2%, or $59.0, to $3,103.4 from $3,162.4 in fiscal 2024. Selling, general and administrative expenses as a percentage of net revenues increased to 52.7% in fiscal 2025 from 51.7% in fiscal 2024, or approximately 100 basis points. This increase was primarily due to:

(i)120 basis points primarily due to the loss on the termination of the KKW Collaboration Agreement in the current period;

(ii)120 basis points primarily due to an increase in administrative costs as a percentage of net revenues;

(iii)30 basis points due to an increase in other general expenses; and

(iv)20 basis points due to unfavorable transactional impact from our exposure to foreign currency as a percentage of net revenues.

These increases were partially offset by the following decreases:

(i)150 basis points due to a decrease in discretionary compensation expense for employees; and

(ii)60 basis points due to a decrease in stock-based compensation cost primarily related to a reduction in expense recognized in connection with awards granted to the CEO.

OPERATING (LOSS) INCOME

In fiscal 2026, operating loss was $81.5 compared to income of $241.1 in fiscal 2025. Operating loss as a percentage of net revenues decreased to (1.4)% in fiscal 2026 as compared to Operating income as a percentage of net revenues of 4.1% in fiscal 2025. The decreased operating margin is largely driven by an increase in asset impairment charges (approximately 260 basis points), an increase in cost of goods sold (approximately 190 basis points), an increase in amortization expense as a percentage of net revenues (approximately 130 basis points), an increase in advertising and consumer promotional costs as a percentage of net revenues (approximately 100 basis points), and an increase in fixed costs as a percentage of net revenues (approximately 60 basis points), partially offset by a decrease in restructuring costs as a percentage of net revenue (approximately 130 basis points) and a decrease in other operating loss as a percentage of net revenue (approximately 70 basis points).

In fiscal 2025, operating income was $241.1 compared to income of $546.7 in fiscal 2024. Operating income as a percentage of net revenues decreased to 4.1% in fiscal 2025 as compared to Operating income as a percentage of net revenues of 8.9% in fiscal 2024. The decreased operating margin is largely driven by the asset impairment charges (approximately 360 basis points), a loss on the termination of the KKW Collaboration Agreement (approximately 120 basis points), higher restructuring costs in the current period (approximately 70 basis points), an increase in unfavorable transactional impact from our exposure to foreign currency (approximately 20 basis points), and an increase in other general expenses (approximately 20 basis points), partially offset by a decrease in stock-based compensation expense (approximately 60 basis points) primarily related to a reduction in expense with a prior year’s grant made to the CEO, lower cost of goods sold as a percentage of net revenues (approximately 40 basis points) and a decrease in fixed costs as a percentage of net revenues (approximately 20 basis points) primarily related to decreased discretionary compensation for employees offsetting increased administrative costs. In addition, a greater proportion of total sales came from higher margin Prestige brands in the current year which positively benefited our operating margin.

Operating (Loss) Income by Segment

Year Ended June 30, Change %

Operating (loss) income

Prestige

In fiscal 2026, operating income for Prestige was $444.5 compared to income of $580.6 in fiscal 2025. Operating margin worsened to 11.7% of net revenues in fiscal 2026 as compared to 15.2% in fiscal 2025, driven primarily by increased amortization expense as a percentage of net revenues (approximately 200 basis points); increased advertising and consumer promotional expense as a percentage of net revenues (approximately 140 basis points); and higher cost of goods sold as a percentage of net revenues (approximately 110 basis points) driven by higher manufacturing and freight expense as a percentage of revenue and impacted by higher discounts and promotions during the current period. These factors were partially offset by lower asset impairment charges as a percentage of revenue (approximately 110 basis points).

In fiscal 2025, operating income for Prestige was $580.6 compared to income of $580.7 in fiscal 2024. Operating margin improved to 15.2% of net revenues in fiscal 2025 as compared to 15.1% in fiscal 2024, driven primarily by lower costs of goods sold as a percentage of net revenues (approximately 100 basis points), lower fixed costs as a percentage of net revenues (approximately 30 basis points) primarily related to decreased discretionary compensation for employees offsetting increased administrative costs, partially offset by asset impairment charges (approximately 110 basis points) and an increase in other general expenses (approximately 20 basis points). Our prestige operating income margin was positively impacted by a higher proportion of net revenues generated by the higher margin fragrance brands.

Consumer Beauty

In fiscal 2026, operating loss for Consumer Beauty was $442.6 compared to loss of $127.4 in fiscal 2025. Operating margin worsened to (22.1)% of net revenues in fiscal 2026 as compared to (6.1)% in fiscal 2025, primarily driven by higher asset impairment charges as a percentage of revenue (approximately 990 basis points), higher cost of goods sold as a percentage of revenues (approximately 360 basis points) driven by higher manufacturing freight and manufacturing expenses as a percentage of revenue and impacted by higher discounts and promotions during the current year period, an increase in other operating expenses as a percentage of net revenues (approximately 120 basis points) and an increase in fixed costs as a percentage of net revenues (approximately 100 basis points).

In fiscal 2025, operating loss for Consumer Beauty was $127.4 compared to income of $89.3 in fiscal 2024. Operating margin worsened to (6.1)% of net revenues in fiscal 2025 as compared to 4.0% in fiscal 2024, primarily driven by asset impairment charges (approximately 820 basis points), higher costs of goods sold as a percentage of net revenues (approximately 100 basis points), an increase in other general expenses (approximately 80 basis points), and higher advertising and consumer promotion expense as a percentage of net revenues (approximately 40 basis points), partially offset by lower fixed costs as a percentage of net revenues (approximately 40 basis points) primarily related to decreased discretionary compensation for employees offsetting increased administrative costs. Our Consumer Beauty operating margin was negatively impacted by a greater proportion of net revenues generated by the lower margin brands in Brazil compared to the prior year.

Corporate

Corporate primarily includes expenses not directly relating to our operating activities. These items are included in Corporate since we consider them to be corporate responsibilities, and these items are not used by our management to measure the underlying performance of the segments.

Operating loss for Corporate was $83.4, $212.1 and $123.3 in fiscal 2026, 2025 and 2024, respectively, as described under “Adjusted Operating Income (Loss) by Segment” below. The operating loss of $83.4 includes stock based compensation of $46.1, restructuring and business realignment costs of $19.7 and a loss on an early termination of a license of $17.9.

The operating loss of $212.1 in fiscal 2025 primarily includes restructuring and business realignment costs of $91.8, loss on the termination of the KKW Collaboration Agreement of $71.0 and stock based compensation of $50.0.

Adjusted Operating Income (Loss) by Segment

We believe that adjusted operating income (loss) by segment further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” A reconciliation of reported operating income (loss) to Adjusted operating income is presented below, by segment:

(in millions) Reported(GAAP) Adjustments (a) Adjusted (Non-GAAP)

Adjusted operating income (loss)

(in millions) Reported(GAAP) Adjustments (a) Adjusted (Non-GAAP)

Adjusted operating income (loss)

(in millions) Reported(GAAP) Adjustments (a) Adjusted (Non-GAAP)

Adjusted operating income (loss)

(a)See a reconciliation of reported net (loss) income to operating (loss) income to adjusted operating income and adjusted EBITDA for Coty Inc. and reconciliations of segment operating income (loss) to segment adjusted operating income (loss) and segment adjusted EBITDA for the Prestige, Consumer Beauty and Corporate segments with a description of the adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.” and “Segment Operating Income (Loss), Segment Adjusted Operating Income (Loss) and Segment Adjusted EBITDA”, below. All adjustments are reflected in Corporate, except for amortization and asset impairment charges on goodwill and indefinite-lived intangible assets, which are reflected in the Prestige and Consumer Beauty segments.

Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.

Adjusted operating income and Adjusted EBITDA provide investors with supplementary information relating to our performance. See “Overview—Non-GAAP Financial Measures.” Reconciliation of reported operating (loss) income to adjusted operating income is presented below:

Year Ended June 30, Change %

Net (loss) income margin (10.2) % (5.9) % 1.8 %

(Benefit) provision for income taxes $ (20.0) $ 5.4 $ 95.1 <(100%) (94 %)

Reported operating (loss) income margin (1.4 %) 4.1 % 8.9 %

Restructuring and other business realignment costs 19.7 91.8 36.6 (79 %) >100%

License termination and market exit costs 17.6 70.3 (0.5) (75 %) >100%

Gains on sale of real estate — — (1.6) N/A 100 %

Adjusted operating income margin 10.8 % 14.5 % 14.1 %

In fiscal 2026, adjusted operating income was $626.7 compared to income of $852.9 in fiscal 2025. Adjusted operating margin decreased to 10.8% of net revenues in fiscal 2026 as compared to 14.5% in fiscal 2025. In fiscal 2026, adjusted EBITDA was $846.9 compared to $1,081.7 in fiscal 2025. Adjusted EBITDA margin decreased to 14.6% of net revenues in 2026 as compared to 18.4% in fiscal 2025.

In fiscal 2025, adjusted operating income was $852.9 compared to an income of $863.4 in fiscal 2024. Adjusted operating margin increased to 14.5% of net revenues in fiscal 2025 as compared to 14.1% in fiscal 2024. In fiscal 2025, adjusted EBITDA was $1,081.7 compared to $1,091.1 in fiscal 2024. Adjusted EBITDA margin increased to 18.4% of net revenues in 2025 as compared to 17.8% in fiscal 2024.

Segment Operating Income (Loss), Segment Adjusted Operating Income (Loss) and Segment Adjusted EBITDA

Operating Income, Adjusted Operating Income and Adjusted EBITDA - Prestige Segment

Year Ended June 30, Change %

Reported operating income margin 11.7 % 15.2 % 15.1 %

Asset impairment charges — 42.9 — (100) % N/A

Adjusted operating income margin 17.6 % 20.2 % 19.0 %

Operating (Loss) Income, Adjusted Operating (Loss) Income and Adjusted EBITDA - Consumer Beauty Segment

Year Ended June 30, Change %

Reported operating (loss) income margin (22.1) % (6.1) % 4.0 %

Adjusted operating income margin (2.2) % 3.8 % 5.7 %

Adjusted EBITDA margin 3.4 % 9.5 % 11.1 %

Operating Loss, Adjusted Operating Income and Adjusted EBITDA - Corporate Segment

Year Ended June 30, Change %

Reported operating loss margin — % — % — %

Restructuring and other business realignment costs 19.7 91.8 36.6 (79) % >100%

License termination and market exit costs 17.6 70.3 (0.5) (75) % >100%

Gains on sale of real estate — — (1.6) N/A 100 %

Adjusted operating income $ — $ — $ — N/A N/A

Adjusted operating income margin — % — % — %

Adjusted depreciation — — — N/A N/A

Adjusted EBITDA $ — $ — $ — N/A N/A

Adjusted EBITDA margin — % — % — %

Amortization Expense

In fiscal 2026, amortization expense increased to $262.0 from $186.9 in fiscal 2025. The increase was primarily driven by accelerated amortization related to a brand license, partially offset by completed amortization term for certain license agreements and the termination of the KKW Collaboration Agreement in the previous fiscal year.

In fiscal 2025, amortization expense decreased to $186.9 from $193.4 in fiscal 2024.

Restructuring and Other Business Realignment Costs

We incurred approximately $30.3 of cash costs life-to-date related to our previously announced Fixed Cost Reduction Plan in fiscal 2026, which have been recorded in Corporate. During the period, management reassessed certain initiatives within the Fixed Cost Reduction Plan and determined that several programs were being redesigned. As a result, approximately $22.5 of accrued restructuring was reversed due to the abandonment of certain actions planned as part of the prior year Fixed Cost Reduction Plan. During the current year, the Company recorded an accrual for approximately $22.0 for additional cost reduction actions primarily related to the Company’s European operations.

In fiscal 2026, we incurred restructuring and other business structure realignment costs of $19.7, as follows:

•We incurred restructuring costs of $0.8, which is included in the Consolidated Statement of Operations; and

•We incurred business structure realignment costs of $18.9 which is reported in Selling, general and administrative expenses in the Consolidated Statement of Operations.

In fiscal 2025, we incurred restructuring and other business structure realignment costs of $91.8, as follows:

•We incurred restructuring costs of $76.7, of which $75.0 related to the Fixed Cost Reduction Plan, included in the Consolidated Statement of Operations; and

•We incurred business structure realignment costs of $15.1 which are reported in Selling, general and administrative expenses in the Consolidated Statement of Operations.

In fiscal 2024, we incurred a credit in restructuring and other business structure realignment costs of $36.6, as follows:

•We incurred restructuring costs of $36.7 primarily related to the Restructuring Actions, included in the Consolidated Statements of Operations and

•We incurred a credit in business structure realignment costs of $(0.1) which is reported in Selling, general and administrative expenses.

In all reported periods, all restructuring and other business realignment costs were reported in Corporate.

Stock-based compensation

In fiscal 2026, stock-based compensation was $46.1 as compared with $50.0 in fiscal 2025.

In fiscal 2025, stock-based compensation was $50.0 as compared with $88.8 in fiscal 2024. The decrease in stock-based compensation is primarily related to a reduction in expense recognized in connection with awards granted to the CEO.

In all reported periods, all costs related to stock-based compensation were reported in Corporate.

Asset Impairment Charges

In fiscal 2026, we incurred $362.8 of asset impairment charges of which $237.1 related to goodwill within the Consumer Beauty segment, and $50.6, $48.5, $22.5, $4.1 related to the CoverGirl, Sally Hansen, Max Factor, and Bourjois trademarks, respectively, within the Consumer Beauty Segment.

In fiscal 2025, we incurred $212.8 of asset impairment charges of which $84.0, $61.0, and $24.9 related to the Max Factor, CoverGirl and Bourjois trademarks, respectively, totaling $169.9 within the Consumer Beauty segment and $42.9 related to the Philosophy trademark within the Prestige Segment.

In fiscal 2024, we did not incur any asset impairment charges.

For further detail as to the factors resulting in the asset impairment charges, see Note 9 —Goodwill and Other Intangible Assets, net to the Consolidated Financial Statements.

License Termination and Market Exit Costs

In fiscal 2026, we incurred costs related to the early termination of a license of $17.9, of which $6.5 is reported in cost of sales, and $11.4 is reported in Selling, general and administrative expenses.

In fiscal 2025, we incurred a net loss of $71.0 related to the loss on the termination of the KKW Collaboration Agreement and recognized a gain of $(0.7) related to our decision to wind down our business in Russia.

In fiscal 2024, we recognized a gain of $(0.5) related to the early termination of a license and our decision to wind down our business operations in Russia.

Gains on Sale of Real Estate

In fiscal 2026 and 2025, we recognized no gains related to sale of real estate.

In fiscal 2024, we recognized gains of $1.6 related to the sale of real estate, which was reported in Corporate.

INTEREST EXPENSE, NET

Net interest expense was $155.2, $214.2, and $252.0 in fiscal 2026, fiscal 2025 and fiscal 2024, respectively. In fiscal year 2026, the decrease in interest expense is primarily due to lower average debt balance in the current period, foreign exchange gains as compared to losses in the prior year, as well as lower average interest rates. In fiscal year 2025, the decrease in interest expense is primarily due to lower average debt balances in the current period, lower average interest rates primarily reflecting positive impact from cross-currency swaps in reducing interest expense, as well as due to lower losses on foreign exchange forward contracts on the Euro as compared to the prior year.

OTHER EXPENSE (INCOME), NET

In fiscal 2026, net other expense was $373.5, was principally comprised of a net loss on sale of equity investments of $201.9, net losses on forward repurchase contracts of $133.0, and an unrealized loss in connection with the fair value measurement for Wella Distribution Rights of $19.0.

In fiscal 2025, net other expense was $371.7, was principally comprised of net losses on forward repurchase contracts of $291.7, and an unfavorable fair market value adjustment related to our equity investment in Wella of $83.0.

In fiscal 2024, net other expense was $90.2, was principally comprised of net losses on forward repurchase contracts of $124.2, partially offset by a favorable adjustment for the unrealized gain in the Wella investment of $25.0.

INCOME TAXES

The following table presents our (benefit) provision for income taxes, and effective tax rates for the periods presented:

(Benefit) Provision for income taxes $ (20.0) $ 5.4 $ 95.1

Effective income tax rate 3.3 % (1.6) % 46.5 %

The 3.3% effective tax rate in fiscal 2026 results from reporting losses before income taxes and a benefit for income taxes. The unfavorable impacts to the rate were primarily driven by the following items:

•a 17.1% unfavorable impact to the effective tax rate due to the effect of U.S cross border tax law items;

•a 8.5% unfavorable impact to the effective tax rate due to goodwill impairment that is not tax deductible.

These unfavorable rate drivers were partially offset by the following favorable rate drivers:

•a 2.8% favorable impact to the effective tax rate due to state incentive credits in Brazil;

•a 5.6% favorable impact due to the Company’s sale of its remaining interest in Wella.

The (1.6)% effective tax rate in fiscal 2025 results from reporting losses before income taxes and a provision for income taxes. The unfavorable impacts to the rate were primarily driven by the following items:

•a 28.4% unfavorable impact to the effective tax rate due to an increase in valuation allowances recorded on interest expense carryforwards and the capital loss realized as a result of the sale of its investment in KKW Holdings during the period, compared with a 19.0% unfavorable impact in the prior period;

•a 9.9% unfavorable impact to the effective tax rate due to changes in unrecognized tax benefits primarily related to new reserves for benefits realized as a result of a tax recovery benefit in Brazil, compared to a favorable impact of 7.6% in the prior period;

•a 12.7% unfavorable impact to the effective tax rate as a result of various permanent differences including US foreign income inclusions.

These unfavorable rate drivers were partially offset by the following favorable rate drivers:

•a 22.8% favorable impact to the effective tax rate due to benefits realized as a result of a tax recovery benefit in Brazil (a majority of which are offset by the unrecognized tax benefit impact described above);

•a 9.0% favorable impact due to a tax deductible impairment in Switzerland on its investment in subsidiaries.

The Company has significant income in jurisdictions such as Germany, Netherlands, France, and Spain which have statutory tax rates higher than the U.S. Federal statutory rate of 21%. The impact of the foreign earnings in higher taxed jurisdictions coupled with U.S. losses at the statutory tax rate of 21% increases the Company’s effective tax rate. This jurisdictional mix is expected to have a continuing impact on the effective tax rate.

The effective rates vary from the U.S. Federal statutory rate of 21% due to the effect of (i) jurisdictions with different statutory rates, (ii) adjustments to our unrecognized tax benefits and accrued interest, (iii) non-deductible expenses, (iv) audit settlements and (v) valuation allowance changes. Our effective tax rate could fluctuate significantly and could be adversely affected to the extent earnings are lower than anticipated in countries that have lower statutory rates and higher than anticipated in countries that have higher statutory rates.

Reconciliation of Reported (Loss) Income Before Income Taxes to Adjusted Income Before Income Taxes and Effective Tax Rates:

Unrealized loss on Wella Distribution Rights (e) 19.0 — —

Other adjustments (f) (2.5) (0.6) (2.4)

(a)See a description of adjustments under “Adjusted Operating Income (Loss) for Coty Inc.”

(b)The tax effects of each of the items included in adjusted income are calculated in a manner that results in a corresponding income tax benefit/provision for adjusted income. In preparing the calculation, each adjustment to reported (loss) income is first analyzed to determine if the adjustment has an income tax consequence. The provision for taxes is then calculated based on the jurisdiction in which the adjusted items are incurred, multiplied by the respective statutory rates and offset by the increase or reversal of any valuation allowances commensurate with the non-GAAP measure of profitability. In connection with our decision to wind down our operations in Russia, we recognized tax charges related to certain direct incremental impacts of our decision, which are reflected in this amount, in fiscal 2025 and fiscal 2024.

(c) In fiscal 2024, the total tax impact on adjustments includes a tax expense of $27.6 due to changes to the net deferred taxes recognized on the assignment of strategic service functions from Amsterdam to Geneva, as an indirect result of the required revaluation of the original transfer of the main principal location from Geneva to Amsterdam in fiscal 2021. The total tax impact on adjustments also includes a tax expense of $0.5, and a tax benefit of $10.0, and $1.1, for fiscal 2026, fiscal 2025, and fiscal 2024, respectively, recorded as the result of the Company’s exit from Russia.

(d)The amount represents the realized loss on the sale of the investment in Wella for fiscal 2026. The amount represents the unrealized (gain) loss recognized for the change in fair value of the investment in Wella for fiscal 2025 and fiscal 2024.

(e)The amount represents the unrealized loss related to Wella Distribution Rights for fiscal 2026.

(f)See “Reconciliation of Reported Net (Loss) Income Attributable to Coty Inc. to Adjusted Net Income Attributable to Coty Inc.”

The adjusted effective tax rate was 30.3% compared to 35.1% in the prior-year period. The differences were primarily due to an increase in valuation allowances recorded on interest expense carryforwards in the prior period. Cash paid during the years ended June 30, 2026, 2025 and 2024, for income taxes was $101.7, $95.4 and $172.6, respectively.

NET (LOSS) INCOME ATTRIBUTABLE TO COTY INC.

In fiscal 2026, net loss attributable to Coty Inc. was $604.8 compared to loss of $367.9 in fiscal 2025. The increase in net loss was driven by a lower gross profit of $168.9, an increase in asset impairment charges of $150.0, and an increase in amortization $75.1, partially offset by an increase in benefit for income taxes of $25.4, lower restructuring costs of $72.1, and a lower interest expense of $59.0.

In fiscal 2025, net loss attributable to Coty Inc. was $367.9 compared to income of $89.4 in fiscal 2024. The increase in net loss was primarily driven by asset impairment charges of $212.8, higher net losses on forward repurchase contracts of $167.5, lower gross profit of $118.3, higher losses from equity investments of $108.0 as a result of unfavorable fair value market adjustment in the current period compared to favorable adjustments in the prior year period, and higher restructuring costs of $40.0, partially offset by a lower provision for income taxes of $89.7 in the current period, lower selling, general and administrative expenses of $59.0, and lower interest expense of $37.8.

ADJUSTED NET INCOME ATTRIBUTABLE TO COTY INC.

We believe that adjusted net income attributable to Coty Inc. provides an enhanced understanding of our performance. See “Overview—Non-GAAP Financial Measures.”

Year Ended June 30, Change %

Convertible Series B Preferred Stock dividends (a) (13.2) (13.2) (13.2) — % — %

Unrealized loss on Wella Distribution Rights (d) 19.0 — — N/A N/A

Adjustments to other expense (income) (e) (2.5) (0.6) (2.4) <(100%) 75 %

Adjustments to noncontrolling interest (f) (6.8) (6.9) (6.8) 1 % (1 %)

% of Net revenues 3.2 % 3.2 % 5.3 %

Per Share Data

Adjusted weighted-average common shares

Adjusted net income attributable to Coty Inc. per common share

(a)Diluted EPS is adjusted by the effect of dilutive securities, including awards under the Company's equity compensation plans, the convertible Series B Preferred Stock and the Forward Repurchase Contracts, if applicable. When calculating any potential dilutive effect of stock options, Series A Preferred Stock, restricted stock, PRSUs and RSUs, the Company uses the treasury method and the if-converted method for the Convertible Series B Preferred Stock and the Forward Repurchase Contracts. The treasury method typically does not adjust the net income attributable to Coty Inc., while the if-converted method requires an adjustment to reverse the impact of the preferred stock dividends and the impact of fair market value (gains)/losses for contracts with the option to settle in shares or cash, if dilutive, on net income applicable to common stockholders during the period.

(b)See a description of adjustments under “Adjusted Operating Income (Loss) for Coty Inc.”

(c)In fiscal 2026, the amount primarily represents the realized loss on the sale of the investment in Wella. In fiscal 2025 and 2024, the amount represents the unrealized (gain) loss recognized for the change in fair value of the investment in Wella.

(d)In fiscal 2026, the amount primarily represents the unrealized loss on Wella Distribution Rights.

(e)In fiscal 2026, the amount includes recovery of previously written-off non-income tax credits. In fiscal 2025, the amount includes recovery of previously written-off non-income tax credits, the amortization of basis differences in certain equity method investments, and net loss on the sale of an equity investment. In fiscal 2024, the amount includes recovery of previously written-off non-income tax credits and the amortization of basis differences in certain equity method investments.

(f)The amounts represent the after-tax impact of the non-GAAP adjustments included in Net income attributable to noncontrolling interests based on the relevant noncontrolling interest percentage in the Consolidated Statements of Operations.

(g)As of June 30, 2026, 2025 and 2024, 23.7 million dilutive shares of Convertible Series B Preferred Stock were excluded in the computation of adjusted weighted-average diluted shares because their effect would be anti-dilutive.

Quarterly Results of Operations Data

The following tables set forth our unaudited quarterly consolidated statements of operations data for each of the eight quarters in the periods ended June 30, 2026. We have prepared the quarterly consolidated statements of operations data on a basis consistent with the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. In the opinion of management, the financial information reflects all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of this data. This information should be read in conjunction with the consolidated financial statements and related notes included in Part II, Item 8, “Financial Statements and Supplementary Data” in this Annual Report. The results of historical periods are not necessarily indicative of the results of operations for any future period.

Condensed Consolidated Statements of Operations Data: Fiscal 2026 Fiscal 2025

Three Months Ended Three Months Ended

Asset impairment charges — 362.8 — — — 212.8 — —

Amounts attributable to Coty Inc. common stockholders:

Per Share Data:

Weighted-average common shares:

Dividends declared per common share $ — $ — $ — $ — $ — $ — $ — $ —

Net (loss) income attributable to Coty Inc. per common share:

(a)The outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase shares of Common Stock, RSUs, Convertible Series B Preferred Stock, and Forward Repurchase Contracts were excluded in the computation of diluted shares when their effect would be antidilutive.

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

Overview

Our primary sources of funds include cash expected to be generated from operations, borrowings from issuance of debt and lines of credit provided by banks and lenders in the U.S. and abroad.

Our cash flows are subject to seasonal variation throughout the year, including demands on cash made during our first fiscal quarter in anticipation of higher global sales during the second fiscal quarter and strong cash generation in the second fiscal quarter as a result of increased demand by retailers associated with the holiday season.

Our principal uses of cash are to fund planned operating expenditures, capital expenditures, interest payments, dividends, share repurchases, any principal payments on debt, and from time to time, acquisitions, and business structure realignment expenditures. Working capital movements are influenced by the sourcing of materials related to the manufacturing of products. Cash and working capital management initiatives, including the phasing of vendor and tax payments, factoring of trade receivables, and facilitation of supplier finance programs, from time-to-time, may also impact the timing and amount of our operating cash flows.

We remain focused on deleveraging our balance sheet using cash flows generated from our operations as well as inorganic cash generating opportunities. We continue to take steps to permanently reduce our debt, in order to reduce interest costs and improve our long term profitability and cash flows. On July 7, 2026, we received proceeds of $250.0 from the early termination of the Gucci Beauty license, which we intend to use to further reduce our debt, invest in our prestige fragrance and beauty portfolio, and optimize the organization to reflect the new business scope. We will receive an additional $150.0 no later than September 30, 2027, of which up to $30.0 is contingent on certain criteria. Under the terms of the agreement, we will continue to operate the Gucci Beauty brand through at least June 30, 2027.

Recent changes in U.S. and international trade policies—particularly tariff increases—and the ongoing uncertainty surrounding such policies may present challenges to our business operations and financial condition. These challenges may include supply chain disruptions and commodity price volatility, resulting in increases in our cost of goods sold. Under the current tariff framework, the biggest areas of potential challenges for us are prestige fragrances shipped to the U.S. from our Barcelona plant, and the sourcing of various components and marketing materials from China. We currently estimate that our operating results will be impacted by approximately $32.7 in costs related to tariff increases, after mitigating actions, through the first quarter of fiscal 2027. Of this amount, approximately $29.3 was reflected in our fiscal 2026 operating results, with the remaining amount of approximately $3.4 expected to be reflected in the first quarter of fiscal 2027. Despite our efforts, reductions in consumer confidence and discretionary spending could impact demand for our products and negatively affect our sales. We are closely monitoring developments, evaluating potential impacts, and proactively taking steps to mitigate adverse effects on our business.

In fiscal 2025, we announced a plan to strengthen our operating model and simplify our fixed cost structure (the “Fixed Cost Reduction Plan”). Cash costs associated with the program include restructuring and business structure realignment costs and are expected to be approximately $80.0, split between fiscal 2026 through fiscal 2028. We incurred approximately $30.3 of cash costs life-to-date as of June 30, 2026, which have been recorded in Corporate.

Debt Financing

We are in the process of deleveraging our company and improving the maturity mix of our debt, including through refinancing or repayment of a portion of our debt. We expect to continue to take actions to improve the maturity mix of our debt, including through refinancings or new issuances of notes, as well as redemptions and/or tender offers for near-dated maturities, from time to time as market conditions permit. On July 9, 2026, the Company received a rating downgrade. As a result, the covenant suspension related to our Senior Secured Notes is no longer applicable, and the related covenants and collateral release, as applicable, have been reinstated. Consequently, in connection with its Senior Secured Notes, the Company is now required to grant security interests in certain of its assets as collateral, provide guarantees, and comply with additional covenants. We do not currently believe this reinstatement will materially impact our overall liquidity; however, it may potentially increase our borrowing costs for future issuances of debt.

We have taken action to reduce variability in our interest payments including paying down variable interest rate debt outstanding under our 2023 Revolving Credit Facility and issuing fixed rate bonds. While our 2023 Revolving Credit Facility, which we draw on from time to time, is subject to variable interest rates, all of our other long-term debt outstanding as of June 30, 2026 is fixed rate debt.

On April 15, 2026, the Company repaid €250.0 million (approximately $294.7) of the remaining 2026 Euro Senior Secured Notes using proceeds from the 2023 Coty Revolving Credit Facility.

On December 18, 2025, we completed the sale of our remaining 25.84% equity interest in Wella to an entity affiliated with KKR. We received $750.0 million in cash consideration. On December 30, 2025, we used proceeds from the sale of the Wella investment to redeem €500.0 million (approximately $588.9) of the 2028 Euro Senior Secured Notes. The 2028 Euro Senior Secured Notes were redeemed at a price in excess of their carrying amount, resulting in a premium on redemption of €14.4 million (approximately $16.9).

On October 15, 2025, we issued an aggregate principal of $900.0 of 5.600% senior notes due 2031 (the “2031 Senior Secured Notes”) in a private offering. We received net proceeds of $888.0 in connection with the offering of the 2031 Senior Secured Notes. On October 17, 2025, we used proceeds from the offering to redeem the remaining $350.0 outstanding under the 2026 Dollar Senior Secured Notes and €450.0 million (approximately $526.8) of the 2026 Euro Senior Secured Notes.

Our 2027 Euro Senior Secured Notes due May 2027 had amounts outstanding of €500.0 million as of June 30, 2026. These notes are scheduled to mature in fiscal 2027. We intend to refinance on a long-term basis from borrowings under our existing revolving credit facility or through the issuance of new notes subject to financial market conditions.

See Note 13—Debt in the notes to our Consolidated Financial Statements for additional information on our debt arrangements and prior period credit agreements, as well as definitions of capitalized terms.

Share Repurchases

In connection with our Share Repurchase Program, we entered into forward repurchase contracts in June 2022, December 2022, and November 2023 with three large financial institutions to hedge for $200.0, and a potential $196.0 and $294.0 of share repurchases in 2024, 2025 and 2026, respectively. We physically settled the June 2022 forward repurchase contracts by delivering approximately $200.0 cash in exchange for 27.0 million shares of our Class A Common Stock during fiscal 2024.

Our remaining forward repurchase contracts permit a net cash settlement alternative in addition to the physical settlement. We may elect net cash settlement of all, or some of the remaining forward repurchase contracts based on factors such as timing, the market value of the underlying shares at the settlement date and other internal cash management considerations. In addition, based on these factors, we continue to evaluate the potential timing and options for settlement of these forward repurchase contracts, including whether to extend, terminate early or settle at maturity. We will continue to incur costs associated with the remaining forward repurchase contracts before settlement. Cash costs incurred in the current fiscal year to date for all forward repurchase contracts amounted to $210.1.

Our forward repurchase contracts include a provision for a potential true-up in cash upon specified changes in the price of Coty’s Class A Common Stock relative to the counterparties’ initial purchase price (the “Hedge Valuation Adjustment”). In October 2024, the price of Coty’s Class A Common Stock declined, resulting in a potential Hedge Valuation Adjustment event under the November 2023 forward repurchase contracts, with a corresponding potential cash true-up obligation. During the second quarter of fiscal 2025, we paid $61.8 to the counterparties, which was refunded to us during the same period after entering into agreements with the applicable counterparties in November 2024 for a temporary contractual amendment to the November 2023 forward repurchase contracts' Hedge Valuation Adjustment mechanism.

The amendments were effective from October 2024 to February 2025 and did not apply to the forward repurchase contracts executed in December 2022. The share price further declined during the amendment period, triggering cash settlements under our December 2022 and November 2023 forward repurchase contracts of $191.1, in February 2025. Due to further share price declines, the Company made cash payments of $194.4 in fiscal 2026. The remaining notional amount for the forward repurchase contracts is $104.5. Future reductions in the price of Coty’s Class A Common Stock may trigger additional payments under our remaining forward repurchase contracts. See Footnote 18— Derivative Instruments and Footnote 20—Equity and Convertible Preferred Stock for additional information on the Company's forward repurchase contracts.

Factoring of Receivables

From time to time, we supplement the timing of our cash flows through the factoring of trade receivables. In this regard, we have entered into factoring arrangements with financial institutions.

The net amount factored under the factoring facilities was $164.1 and $211.8 as of June 30, 2026 and 2025, respectively. The aggregate (gross) amount of trade receivable invoices factored on a worldwide basis amounted to $1,364.1 and $1,568.9 in fiscal 2026 and 2025, respectively. Remaining balances due from factors amounted to $3.9 and $3.8 as of June 30, 2026 and 2025, respectively.

Supplier Financing Programs

From time to time, we improve the timing of our cash flows through facilitation of supplier financing programs. See note 12 — Supplier Financing Programs in the notes to our Consolidated Financial Statements for additional information.

Cash Flows

Year Ended June 30,

Consolidated Statements of Cash Flows Data:

Net cash provided by operating activities $ 537.8 $ 492.6 $ 614.6

Net cash provided by (used in) investing activities 539.0 (128.4) (226.2)

Net cash provided by operating activities

Net cash provided by operating activities was $537.8, $492.6 and $614.6 for fiscal 2026, 2025 and 2024, respectively.

The increase in cash provided by operating activities of $45.2 in fiscal 2026 as compared with fiscal 2025 was primarily driven by a net inflow in changes from working capital accounts, partially offset by lower cash-related net income year-over-year. The net inflow from changes in working capital was mainly due to a decrease in discretionary compensation payments, a shift in timing of net revenues driving the year-over-year fluctuation in trade receivables, and higher inflows from accrued expenses and accounts payable, partially offset by an increase of inventory safety-stock levels.

The decrease in cash provided by operating activities of $122.0 in fiscal 2025 as compared with fiscal 2024 was mainly driven by the impact of higher cash outflows from working capital, primarily reflecting changes in accounts payable and accrued expenses and inventories. The higher cash outflows from accounts payable and accrued expenses were driven by a change in the mix of suppliers with shorter payment cycles, while lower cash inflows from inventory year-over-year reflect the prior year decreases in safety stock. Working capital cash flows also reflect the impact of the prior-year Wella reimbursement for working capital which did not recur in the current year. The decrease in cash provided by operating activities was partially offset by lower cash outflows related to the timing of payments for income taxes.

Net cash provided by (used in) investing activities

Net cash provided by (used in) investing activities was $539.0, $(128.4) and $(226.2) for fiscal 2026, 2025 and 2024, respectively.

The increase in cash provided by investing activities of $667.4 in fiscal 2026 as compared with fiscal 2025 was primarily driven by the cash proceeds of $750.0 in the current year from the sale of our remaining equity interest in Wella, compared to $74.0 cash proceeds in the prior year from the sale of the 20% KKW Holdings equity investment and related assets. Lower capital expenditures, mainly for marketing furniture and IT-related projects, also contributed to the decrease in cash used for investing activities year-over-year. This was partially offset by purchases of short-term investments in the current year, as well as lower cash collections of contingent consideration related to the sale of a discontinued business.

The decrease in cash used in investing activities of $97.8 in fiscal 2025 as compared with fiscal 2024 primarily reflects current year cash proceeds from the termination of the KKW Collaboration Agreement and sale of the 20% KKW Holdings equity investment combined with lower capital expenditures year-over-year. These impacts were partially offset by the non-recurring proceeds during the prior year from early license termination.

Net cash used in financing activities

Net cash used in financing activities was $1,161.2, $426.8 and $336.7 for fiscal 2026, 2025 and 2024, respectively.

The increase in cash used in financing activities of $734.4 in fiscal 2026 as compared to fiscal 2025 was primarily driven by long-term debt-related activity. This reflected net repayments under the Company's revolving credit facility in the current year, compared to net borrowings in the prior year, as well as higher net repayments of Senior Secured Notes, which were partially funded by proceeds from the issuance of a new Senior Note and the proceeds from the sale of the Company's remaining equity interest in Wella. Cash used in financing activities also increased due to higher payments for deferred financing fees, which included a premium payment in connection with the settlement of a Senior Note in the current year. These increases were partially offset by net proceeds from realized gains on foreign currency contracts, compared to net repayments in the prior year, and lower payments associated with forward repurchase contracts.

The increase in cash used in financing activities of $90.1 in fiscal 2025 as compared to fiscal 2024 was primarily driven by the cash proceeds from issuance of Class A Common Stock in connection with the global offering in the prior year which did not recur, and higher net repayments relating to other long-term debt. This was partially offset by higher net proceeds from the Company’s revolving credit facility and lower cash payments for deferred financing fees in the current year. Net cash used in financing activities as it relates to the forward repurchase contracts was relatively flat year-over-year, reflecting the cash payment for the settlement of the June 2022 forward repurchase contract in the prior year, and cash payments and refund for the hedge valuation adjustments in the current year.

Dividends

On April 29, 2020, the Board of Directors suspended the payment of dividends on Common Stock. As previously disclosed, we expect to suspend the payment of dividends until we approach a Net debt to Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) target of 2x. We expect to consider any future resumption of dividends in line with that target while continuing to pursue our deleveraging agenda and implementing our strategic initiatives. Any determination to pay dividends in the future will be at the discretion of our Board of Directors.

Dividends on the Convertible Series B Preferred Stock are payable in cash, or by increasing the amount of accrued dividends on Convertible Series B Preferred Stock, or any combination thereof, at the sole discretion of the Company. We expect to pay such dividends in cash on a quarterly basis, subject to the declaration thereof by our Board of Directors. The terms of the Convertible Series B Preferred Stock restrict our ability to declare cash dividends on our common stock until all accrued dividends on the Convertible Series B Preferred Stock have been declared and paid in cash. During the twelve months ended June 30, 2026, the Board of Directors declared dividends on the Series B Preferred Stock of $13.2, of which $9.9 was paid during fiscal 2026 and $3.3 was paid in July 2026.

For additional information on our dividends and dividend policy, respectively, see Note 20—Equity and Convertible Preferred Stock in the notes to our Consolidated Financial Statements and Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy”.

Treasury Stock - Share Repurchase Program

For additional information on our Share Repurchase Program, see Note 20—Equity and Convertible Preferred Stock in the notes to our Consolidated Financial Statements.

Contractual Obligations and Commitments

Our principal contractual obligations and commitments are presented below as of June 30, 2026.

(in millions) Total Payments Due in Fiscal Thereafter

License agreements: (a)

Other long-term obligations:

(a) Obligations under license agreements relate to royalty payments and required advertising and promotional spending levels for our products bearing the licensed trademark. Royalty payments are typically made based on contractually defined net sales. However, certain licenses require minimum guaranteed royalty payments regardless of sales levels. Minimum guaranteed royalty payments and required minimums for advertising and promotional spending have been included in the table above. Actual royalty payments and advertising and promotional spending are expected to be higher. Furthermore, early termination of any of these license agreements could result in potential cash outflows that have not been reflected above.

(b) Other contractual obligations primarily represent advertising/marketing, manufacturing, logistics and capital improvements commitments. We also maintain several distribution agreements for which early termination could result in potential future cash outflows that have not been reflected above.

(c) Represents future contributions to our pension and other postretirement benefit plans over the next five years mandated by local regulations or statutes. Subsequent funding requirements cannot be reasonably estimated as the return on plan assets in future periods, as well as future assumptions, are not known.

The table above excludes obligations for uncertain tax benefits, including interest and penalties, of $189.9 as of June 30, 2026, as we are unable to predict when, or if, any payments would be made. See Note 15—Income Taxes in the notes to our Consolidated Financial Statements for additional information on our uncertain tax benefits.

The table excludes $74.7 of RNCI which is reflected in Redeemable noncontrolling interest in the Consolidated Balance Sheet as of June 30, 2026 related to the 25.0% RNCI in our subsidiary in the Middle East (“Middle East Subsidiary”). Given the provisions of the associated Put and Call rights, RNCI is redeemable outside of our control and is recorded in temporary equity. See Note 19—Redeemable Noncontrolling Interests in the notes to our Consolidated Financial Statements for further discussion related to the calculation of the redemption value of this noncontrolling interest.

The table excludes $142.4 of preferred stock, which is reflected in Convertible Series B Preferred Stock in the Consolidated Balance Sheet as of June 30, 2026. Given the provisions of the associated Put rights, Convertible Series B Preferred Stock is redeemable outside of our control upon certain change of control events and is recorded in temporary equity. See Note 20—Equity and Convertible Preferred Stock in the notes to our Consolidated Financial Statements for further discussion related to the calculation of the Convertible Series B Preferred Stock.

The table excludes amounts related to our remaining forward repurchase contracts. See Note 20—Equity and Convertible Preferred Stock in the notes to our Consolidated Financial Statements for further discussion.

Contingencies

From time to time, our Brazilian subsidiaries receive tax assessments from local, state, and federal tax authorities in Brazil. In relation to the appeal of our Brazilian tax assessments, we have entered into surety bonds of R$1,117.9 million (approximately $216.1) as of June 30, 2026. See Note 23—Legal and Other Contingencies for more details on these tax assessments.

Derivative Financial Instruments and Hedging Activities

We are exposed to foreign currency exchange fluctuations and interest rate volatility through our global operations. We utilize natural offsets to the fullest extent possible in order to identify net exposures. In the normal course of business, established policies and procedures are employed to manage these net exposures using a variety of financial instruments. We do not enter into derivative financial instruments for trading or speculative purposes.

Foreign Currency Exchange Risk Management

We operate in multiple functional currencies and are exposed to the impact of foreign currency fluctuations. For foreign currency exposures, which primarily relate to receivables, inventory purchases and sales, payables and intercompany loans, derivatives are used to better manage the earnings and cash flow volatility arising from foreign currency exchange rate fluctuations. We recorded net foreign currency (losses) gains of $(1.8), $(21.7) and $(18.1) in fiscal 2026, 2025 and 2024, respectively, resulting from non-financing foreign currency exchange transactions which are included in their associated expense type and are included in the Consolidated Statements of Operations. In July 2021, the Company entered into foreign exchange forward contracts to hedge up to 80% of our euro denominated external debt as part of management's strategy to minimize the impact of currency movements on those debt instruments. The outstanding foreign exchange forward contracts matured by the end of the first quarter of fiscal year 2026, and the Company did not extend these contracts beyond that maturity date. Net (losses) gains of $10.6, $(3.8) and $(16.5) in fiscal 2026, 2025 and 2024, respectively, resulting from financing foreign exchange currency transactions are included in Interest expense, net in the Consolidated Statements of Operations.

Exchange gains or losses are also partially offset through the use of qualified derivatives under hedge accounting, for which we record accumulated gains or losses in Accumulated other comprehensive income until the underlying transaction occurs at which time the gain or loss is reclassified into the respective account in the Consolidated Statements of Operations.

We have experienced and will continue to experience fluctuations in our net (loss) income as a result of balance sheet transactional exposures. We use a combination of foreign currency forward contracts when necessary to offset these exposures. As of June 30, 2026, in the event of a 10% increase in the prevailing market rates of hedged foreign currencies versus the U.S. dollar, the change in fair value of all foreign exchange forward contracts would result in a $(44.9) decrease in the fair value of these forward contracts, which would be offset by an increase in the underlying foreign currency exposures.

Interest Rate Risk Management

We are exposed to interest rate risk that relates primarily to our indebtedness, which is affected by changes in the general level of the interest rates primarily in the U.S. and Europe. All of our long-term debt outstanding as of June 30, 2026 is fixed rate debt, other than debt outstanding under our revolving credit facility, which is subject to variable interest rates. Because of variable rate debt under our revolving credit facility, we are exposed to changes in interest rates as discussed in Note 13—Debt. If interest rates had been 10% higher and all other variables were held constant, (Loss) income before income taxes in fiscal 2026 would increase by $2.3.

We may reduce our exposure to fluctuations in the cash flows associated with changes in the variable interest rates by entering into offsetting positions through the use of derivative instruments, such as interest rate swap contracts. The interest rate swap contracts would result in recognizing a fixed interest rate for the portion of our variable rate debt that was hedged. This would reduce the negative and positive impact of increases in the variable rates over the term of the contracts. Hedge effectiveness of interest rate swap contracts is based on a long-haul hypothetical derivative methodology and includes all changes in value. We had no outstanding interest rate swap contracts as of June 30, 2026.

Since our senior notes (the “Notes”) bear interest at fixed rates and are carried at amortized cost, fluctuations in interest rates do not have any impact on our consolidated financial statements. However, the fair value of the Notes will fluctuate with movements in market interest rates, increasing in periods of declining interest rates and declining in periods of increasing interest rates.

In addition, the Company from time to time uses cross currency swaps to economically lower the interest rate on our loan portfolio.

Equity Investment Risk

As of June 30, 2026, we no longer have any outstanding equity investments in equity securities of privately-held companies.

In addition, we entered into forward repurchase contracts in December 2022 and November 2023 with three large financial institutions to hedge for potential $200.0 and $294.0 share buyback programs of share repurchases in 2025 and 2026, respectively. In December 2024, the Company entered into an agreement to extend the maturity date of the December 2022 forward repurchase contracts by one year to fiscal 2026. Subsequently, in January 2026, the Company entered into amendment agreements with all of the counterparties to extend maturity dates of both the December 2022 and November 2023 forward repurchase contracts by one year to January 2027. These forward repurchase contracts are accounted for at fair value, with

changes in the fair value recorded in Other expense (income), net within the Consolidated Statements of Operations. Our primary exposure is the movements of our stock price during the contract period, which may be volatile and is likely to fluctuate due to a number of factors beyond our control. These factors include actual or anticipated fluctuations in the quarterly and annual results of our Company or of other peer companies in the industry, market perceptions concerning the macroeconomic, social or political developments, industry conditions, changes in government regulation and the securities market trends. We estimate that an immediate, hypothetical 10% decline in our stock price would result in a $10.3 decrease in the fair value of these forward repurchase contracts and reduce our (Loss) income before income taxes. Such a decline would not trigger a Hedge Valuation Adjustment, as discussed in Liquidity and Capital Resources. Any realized gains or losses resulting from such fair value changes would occur if we elect to terminate the forward repurchase contracts prior to or on maturity. Refer to Note 20—Equity and Convertible Preferred Stock.

Credit Risk Management

We attempt to minimize credit exposure to counterparties by generally entering into derivative contracts with counterparties that have an “A” (or equivalent) credit rating. The counterparties to these contracts are major financial institutions. Exposure to credit risk in the event of nonperformance by any of the counterparties is limited to the fair value of contracts in net asset positions, which totaled $2.3 as of June 30, 2026. Management believes the risk of material loss under these hedging contracts is remote.

Off-Balance Sheet Arrangements

We had undrawn letters of credit of $4.8 and $3.1 and bank guarantees of $17.7 and $16.0 as of June 30, 2026 and 2025, respectively.

Critical Accounting Policies

We prepare our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles. The preparation of these Consolidated Financial Statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. These estimates and assumptions can be subjective and complex and, consequently, actual results may differ from those estimates that would result in material changes to our operating results and financial condition. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our most critical accounting policies relate to revenue recognition, the fair value of equity investments, the assessment of goodwill, other intangible and long-lived assets for impairment, inventory and income taxes.

Our management has discussed the selection of significant accounting policies and the effect of estimates with the Audit and Finance Committee of our Board of Directors.

Revenue Recognition

Net revenues comprise gross revenues less customer discounts and allowances, actual and expected returns (estimated based on an analysis of historical experience and position in product life cycle) and various trade spending activities. Trade spending activities represent variable consideration promised to the customer and primarily relate to advertising, product promotions and demonstrations, some of which involve cooperative relationships with customers. The costs of trade spend activities are estimated considering all reasonably available information, including contract terms with the customer, the Company’s historical experience and its current expectations of the scope of the activities, and is reflected in the transaction price when sales are recorded. For additional information on our revenue accounting policies, see Note 2—Summary of Significant Accounting Policies. Returns represented 2%, 2% and 1% of gross revenue after customer discounts and allowances in fiscal 2026, 2025 and 2024, respectively. Trade spending activities recorded as a reduction to gross revenue after customer discounts and allowances represent 11%, 10%, and 9% in fiscal 2026, 2025 and 2024, respectively.

Our sales return accrual reflects seasonal fluctuations, including those related to the holiday season in the first half of our fiscal year. This accrual is a subjective critical estimate that has a direct impact on reported net revenues, and is calculated based on history of actual returns, estimated future returns and information provided by retailers regarding their inventory levels. In addition, as necessary, specific accruals may be established for significant future known or anticipated events. The types of known or anticipated events that we have considered, and will continue to consider, include the financial condition of our customers, store closings by retailers, changes in the retail environment, and our decision to continue to support new and existing brands. If the historical data we use to calculate these estimates does not approximate future returns, additional allowances may be required.

Goodwill, Other Indefinite-Lived Intangible Assets and Long-Lived Assets

Goodwill

Goodwill is calculated as the excess of the cost of purchased businesses over the fair value of their underlying net assets. Goodwill is allocated and evaluated at the reporting unit level, which are the Company’s operating segments. We identify our reporting units by assessing whether the components of our reporting segments constitute businesses for which discrete financial information is available, and management of each reporting unit regularly reviews the operating results of those components. The Company allocates goodwill to one or more reporting units that are expected to benefit from synergies of the business combination.

Goodwill is not amortized but is evaluated for impairment at least annually as of May 1, or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

When performing our annual assessment of goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis to determine if it is necessary to perform a quantitative goodwill impairment test. In performing our qualitative assessment, we consider the extent to which unfavorable events or circumstances identified, such as changes in economic conditions, industry and market conditions or company specific events, could affect the comparison of the reporting unit’s fair value with its carrying amount. Additionally, the Company considers the relationship between its market capitalization and the estimated fair values of its reporting units, including periods of sustained declines in its stock price. We evaluate the totality of events and circumstances and if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we are required to perform a quantitative impairment test.

Quantitative impairment testing for goodwill is based upon the fair value of a reporting unit as compared to its carrying value. We make certain judgments and assumptions in allocating assets and liabilities to determine carrying values for our reporting units. Further, we estimate fair values of reporting units using significant estimates and assumptions. The impairment loss recognized would be the difference between a reporting unit’s carrying value and fair value in an amount not to exceed the carrying value of the reporting unit’s goodwill. Such charge could have a material effect on the Consolidated Statements of Operations and Balance Sheets.

The assumptions made to estimate the fair value of reporting units will impact the outcome and ultimate results of the testing. We use industry accepted valuation models and set criteria that are reviewed and approved by various levels of management and, in certain instances, we engage independent third-party valuation specialists. To determine the fair value of the reporting units, we use either a combination of the income and market approaches or solely the income approach, when the market approach is less representative of fair value. We believe either the blended approach or the income approach are indicative of the factors a market participant would consider when performing a similar valuation.

Under the income approach, we determine fair value using a discounted cash flow method, projecting future cash flows of each reporting unit, as well as a terminal value, and discounting such cash flows at a rate of return that reflects the relative risk of the cash flows. Under the market approach, when applicable, we utilize information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, which creates valuation multiples that are applied to the operating performance of the reporting units being tested, to value the reporting unit.

The key estimates and factors used in these approaches include revenue growth rates and profit margins based on our internal forecasts, our specific weighted-average cost of capital used to discount future cash flows, and comparable market multiples for the industry segment, when applicable, as well as our historical operating trends. Certain future events and circumstances, including deterioration of market conditions, higher cost of capital, a decline in actual and expected consumer consumption and demands, could result in changes to these assumptions and judgments. A revision of these assumptions could cause the fair values of the reporting units to fall below their respective carrying values.

Results

There were no impairments of goodwill at our reporting units in fiscal 2025 and 2024.

In fiscal 2026, there were asset impairment charges of $237.1 recorded to the Consumer Beauty reporting unit. In the third quarter of fiscal 2026, due to continuing stock price declines and decreased market capitalization for the Company, as well as reduced forecasts for Consumer Beauty, the Company performed a quantitative impairment test.

Based on the impairment test performed as of March 31, 2026, the fair value of the Prestige reporting unit exceeded its carrying value by 3.7%. To determine the fair value of the Prestige reporting unit, we used annual revenue growth rates of up to 6.0%, and a discount rate of 11.75%.

For the Consumer Beauty reporting unit test performed as of March 31, 2026, the Company determined that its carrying value exceeded its estimated fair value, resulting in an asset impairment charge of $237.1 related to goodwill. To determine the

fair value of our Consumer Beauty reporting unit as of March 31, 2026, we used annual revenue growth rates of up to 2.4% and a discount rate of 11.50%.

Based on the annual impairment test performed on May 1, 2026, we determined that it is not more likely than not that the fair value of each of the reporting units is less than their respective carrying amount as of that date. Consequently, there were no goodwill impairment charges recorded as a result of the annual impairment test performed on May 1, 2026.

Based on the most recent quantitative impairment test performed as of March 31, 2026, adverse changes in key valuation assumptions, including annual revenue growth rates or the discount rate, could result in additional impairment charges. The fair value of the Prestige reporting unit would fall below its carrying value if the annual revenue declined 160 basis points, or the discount rate increased by 75 basis points. With regard to the Consumer Beauty reporting unit, if the annual revenue declined 25 basis points it may cause an additional impairment of $35.0. If the discount rate increased by 25 basis points, it may cause an additional impairment of $43.0.

Some of the inherent estimates and assumptions used in determining fair value of goodwill are outside the control of management, including interest rates, cost of capital, tax rates, credit ratings and industry growth. Given the negative market trends and competitive conditions in the color cosmetics market, particularly in the United States and some European markets, combined with broader macroeconomic disruptions and the potential financial impact on the Company’s business, there can be no assurance that the Company's estimates and assumptions regarding the macroeconomic factors made for purposes of the goodwill interim impairment testing performed during our 2026 fiscal year will prove to be accurate predictions of the future. While the Company believes it has made reasonable estimates and assumptions to calculate the fair value of goodwill, it is possible changes could occur due to other market conditions or changes in our discount rates. The Company will continue to monitor its goodwill for any triggering events or other signs of impairment. The Company may be required to perform additional impairment testing based on changes in the economic environment, disruptions to the Company’s business, or significant declines in operating results of the Company’s reporting units. Although management cannot predict when improvements in macroeconomic conditions will occur, if consumer confidence and consumer spending decline significantly in the future or if commercial and industrial economic activity or the market capitalization deteriorates significantly from current levels, it is reasonably likely the Company will be required to record impairment charges in the future.

Other Indefinite-Lived Intangible Assets

Other indefinite-lived intangible assets consist of indefinite-lived trademarks (“trademarks”) that are not amortized, but are evaluated for impairment at least annually as of May 1, or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Trademarks are tested for impairment on a brand level basis.

The trademarks’ fair values are based upon the income approach, primarily utilizing the relief from royalty methodology. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the trademark. An impairment loss is recognized when the estimated fair value of a trademark is less than the carrying value. Fair value calculation requires significant judgments in determining both the assets’ estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value. Variations in economic conditions or a change in general consumer demand, operating results estimates or the application of alternative assumptions could produce significantly different results.

The carrying value of our trademarks was $626.7 as of June 30, 2026, and is comprised of trademarks for the following brands: CoverGirl of $215.8, Max Factor of $41.9, Sally Hansen of $113.8, Philosophy of $84.7, and other trademarks totaling $170.5.

Results

On May 1, 2024, we performed our annual impairment testing of our trademarks and determined that no adjustments to carrying values were required. In fiscal 2025, we recorded total impairments on our trademarks of $212.8.

During fiscal 2026, we recorded total impairments on our trademarks of $125.7. In the third quarter, the Company was adversely impacted by sales declines within mass fragrance and color cosmetics, particularly within the United States and Europe. As a result, the Company determined that an impairment measurement for certain other intangible assets was warranted as of March 31, 2026. Based on the evaluation of future cash flows of these trademarks, we recorded an impairment charge of $125.7 related to the CoverGirl ($50.6), Sally Hansen ($48.5), Max Factor ($22.5) and Bourjois ($4.1) trademarks within the Consumer Beauty segment.

For the quantitative impairment test performed as of March 31, 2026, the fair value of the CoverGirl trademark fell below its carrying value using annual growth rates of up to 2.0% and a discount rate of 13.2%. The fair value of the Sally Hansen trademark fell below its carrying value using annual revenue growth rates of up to 2.0% and a discount rate of 12.5%. The fair value of the Max Factor trademark fell below its carrying value using annual revenue growth rates of up to 2.0% and a discount

rate of 15.3%. The fair value of the Bourjois trademark fell below its carrying value using annual revenue growth rates of up to 2.0% and a discount rate of 21.2%.

Based on the May 1, 2026 annual impairment test, we determined that it is not more likely than not that the fair value of each of our trademarks is less than their carrying amount as of that date. Consequently, there were no impairment charges recorded as a result of the annual impairment test performed on May 1, 2026.

Based on the most recent quantitative impairment test performed as of March 31, 2026, adverse changes in key valuation assumptions, including annual revenue growth rates or the discount rate, could result in additional impairment charges. For instance, with regard to the CoverGirl trademark, if the annual revenue declined by 100 basis points it may cause an additional impairment of $2.0. If the discount rate increased by 50 basis points, it may cause an additional impairment of $9.0. With regards to the Sally Hansen trademark, if the annual revenue declined by 100 basis points it may cause an additional impairment of $1.0. If the discount rate increased by 50 basis points, it may cause an additional impairment of $5.0. With regards to the Max Factor trademark, if the annual revenue declined by 100 basis points it may cause an additional impairment of less than $1.0. If the discount rate increased by 50 basis points, it may cause an additional impairment of $1.0. With regards to the Bourjois trademark, if the annual revenue declined by 100 basis points it may cause an additional impairment of less than $1.0. If the discount rate increased by 50 basis points, it may cause an additional impairment of less than $1.0. The fair value of Philosophy would fall below its carrying value if the annual revenue declined 1,600 basis points, or the discount rate increased by 200 basis points.

Some of the inherent estimates and assumptions used in determining fair value of the indefinite-lived other intangible assets are outside the control of management, including interest rates, cost of capital, tax rates, credit ratings and industry growth. Given the negative market trends and competitive conditions in the color cosmetics market, particularly in the United States and some European markets, combined with broader macroeconomic disruptions and the potential financial impact on the Company’s business, there can be no assurance that the Company's estimates and assumptions regarding the macroeconomic factors made for purposes of the indefinite-lived intangible asset interim impairment testing performed during our 2026 fiscal year will prove to be accurate predictions of the future. While the Company believes it has made reasonable estimates and assumptions to calculate the fair values of the other indefinite-lived intangible assets, it is possible changes could occur. Regarding the indefinite-lived intangible assets, the most significant assumptions used are the revenue growth rate and the discount rate, a decrease in the revenue growth rate or an increase in the discount rate could result in a future impairment. The Company will continue to monitor its indefinite-lived trademarks for any triggering events or other signs of impairment. The Company may be required to perform additional impairment testing based on changes in the economic environment, disruptions to the Company’s business, significant declines in operating results of the Company’s trademarks. Although management cannot predict when improvements in macroeconomic conditions will occur, if consumer confidence and consumer spending decline significantly in the future, it is reasonably likely the Company will be required to record impairment charges in the future.

Long-Lived Assets

Long-lived assets, including tangible and intangible assets with finite lives, are amortized over their respective lives to their estimated residual values and are also reviewed for impairment whenever certain triggering events may indicate impairment. When such events or changes in circumstances occur, a recoverability test is performed comparing projected undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying value. If the projected undiscounted cash flows are less than the carrying value, an impairment would be recorded for the excess of the carrying value over the fair value, which is determined by discounting future cash flows.

During fiscal years 2026, 2025 and 2024, we recorded asset impairment charges of $9.1, nil and $1.7, respectively, to Property and equipment, net and nil, nil and nil, respectively to Operating lease right-of-use assets, primarily relating to the abandonment of equipment or leases no longer in use. These impairment charges are primarily recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations.

Inventory

Inventories include items which are considered salable or usable in future periods and are stated at the lower of cost or net realizable value, with cost being based on standard cost which approximates actual cost on a first-in, first-out basis. Costs include direct materials, direct labor and overhead (e.g., indirect labor, rent and utilities, depreciation, purchasing, receiving, inspection and quality control) and in-bound freight costs. The Company classifies inventories into various categories based upon their stage in the product life cycle, future marketing sales plans and the disposition process.

The Company also records an inventory obsolescence reserve, which represents the excess of the cost of the inventory over its net realizable value, based on product sales projections. This reserve is calculated using an estimated obsolescence percentage applied to the inventory based on age, historical trends, and requirements to support forecasted sales. In addition, and as necessary, the Company may establish specific reserves for future known or anticipated events.

Income Taxes

We are subject to income taxes in the U.S. and various foreign jurisdictions. We account for income taxes under the asset and liability method. Therefore, income tax expense is based on reported income before income taxes, and deferred income taxes reflect the effect of temporary differences between the amounts of assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. Deferred taxes are recorded at currently enacted statutory tax rates and are adjusted as enacted tax rates change.

A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized based on currently available evidence. We consider how to recognize, measure, present and disclose in financial statements uncertain tax positions taken or expected to be taken on a tax return.

We are subject to tax audits in various jurisdictions. We regularly assess the likely outcomes of such audits in order to determine the appropriateness of liabilities for unrecognized tax benefits. We classify interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes.

For unrecognized tax benefits, we first determine whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. As the determination of liabilities related to unrecognized tax benefits, including associated interest and penalties, requires significant estimates to be made by us, there can be no assurance that we will accurately predict the outcomes of these audits, and thus the eventual outcomes could have a material impact on our operating results or financial condition and cash flows.

Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of examinations by tax authorities, developments in case law and closing of statute of limitations. Such adjustments are reflected in the provision for income taxes as appropriate. In addition, we are present in approximately 40 tax jurisdictions and we are subject to the continuous examination of our income tax returns by the Internal Revenue Service (IRS) and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

As a result of the 2017 Tax Act changing the U.S. to a modified territorial tax system, the Company no longer asserts that any of its undistributed foreign earnings are permanently reinvested. We do not expect to incur significant withholding or state taxes on future distributions. To the extent there remains a basis difference between the financial reporting and tax basis of an investment in a foreign subsidiary after the repatriation of the previously taxed income, the Company is permanently reinvested. A determination of the unrecognized deferred taxes related to these components is not practicable.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We have operations both within the U.S. and internationally, and we are exposed to market risks in the ordinary course of our business, including the effect of foreign currency fluctuations, interest rate changes and inflation. Information relating to quantitative and qualitative disclosures about these market risks is set forth in under the captions “Foreign Currency Exchange Risk Management,” “Interest Rate Risk Management,” and “Credit Risk Management” within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and is incorporated in this Item 7A by reference.

Item 8. Financial Statements and Supplementary Data.

The information required by this Item appears beginning on page F-1 of this Annual Report on Form 10-K and is incorporated in this Item 8 by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that

information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Interim Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. Based on the evaluation of our disclosure controls and procedures as of June 30, 2026, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

We have included our Management Report over Internal Control over Financial Reporting in “Item 15. Exhibits, Financial Statement Schedules” and is incorporated in this Item 9A by reference.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) of the Exchange Act during the fourth fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our CEO and CFO, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving our objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Item 9B. Other Information.

During the three months ended June 30, 2026, none of the Company’s directors or Section 16 reporting officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of the SEC’s Regulation S-K).

The Company has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities by its directors, officers, employees and contractors that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations (including both U.S. securities laws and the EU Market Abuse Regulation) and the listing standards applicable to the Company. A copy of the Company's insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors

Information regarding directors is incorporated by reference to the “Directors” and “Corporate Governance” sections of our proxy statement on Schedule 14A for the 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”).

Executive Officers

Information regarding executive officers is incorporated by reference to the “Executive Officers” section of our 2026 Proxy Statement.

Section 16(a) Beneficial Ownership Reporting Compliance

This information is incorporated by reference to the “Section 16(a) Beneficial Ownership Reporting Compliance” section of our 2026 Proxy Statement.

Code of Ethics

This information is incorporated by reference to the “Corporate Governance Guidelines and Code of Business Conduct” section of our 2026 Proxy Statement.

Item 11. Executive Compensation.

This information is incorporated by reference to the “Executive Compensation” and “Director Compensation” sections of our 2026 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

This information is incorporated by reference to the “Security Ownership of Certain Beneficial Owners and Management” section of our 2026 Proxy Statement.

For equity compensation plan information, see “Equity Compensation Plan Information” in Part II, Item 5 hereof, which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

This information is incorporated by reference to the “Certain Relationships and Transactions of Related Persons” and “Corporate Governance” section of our 2026 Proxy Statement.

Item 14. Principal Accounting Fees and Services.

This information is incorporated by reference to the “Audit Fees and Other Fees” section of our 2026 Proxy Statement.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

List of documents filed as part of this Report:

(1)Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) included herein: See Index on page F-1.

(2)Financial Statement Schedule: See S-1.

(3)All other schedules are omitted as they are inapplicable or the required information is furnished in the Company’s Consolidated Financial Statements or the Notes thereto.

(4)List of Exhibits:

ExhibitNumber Document

4.5 Description of Securities.

4.7 Form of 4.750% Senior Secured Notes due 2029 (included in Exhibit 4.6)

4.11 Form of 6.625% Senior Secured Notes due 2030 (included in Exhibit 4.10).

4.15 Form of 4.500% Senior Secured Notes due 2027 (included in Exhibit 4.14).

21.1 List of significant subsidiaries.

23.1 Consent of Deloitte & Touche LLP.

24.1 Power of Attorney (included in signature page).

101.INS Inline XBRL Instance Document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

† Exhibit is a management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York on August 20, 2026.

COTY INC.

By: /s/ Laurent Mercier

Name: Laurent Mercier

Title: Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kristin Blazewicz, as their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming that all said attorney-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature Title Date

(Markus Strobel)

(Laurent Mercier)

(Ayesha Zafar)

/s/Frank Engelen Director August 20, 2026

(Frank Engelen)

/s/Joachim Creus Director August 20, 2026

(Joachim Creus)

/s/Patricia Capel Director August 20, 2026

(Patricia Capel)

/s/Carsten Fischer Director August 20, 2026

(Carsten Fischer)

/s/Alia Gogi Director August 20, 2026

(Alia Gogi)

/s/Robert Kunze-Concewitz Director August 20, 2026

(Robert Kunze-Concewitz)

/s/Carla Liuni Director August 20, 2026

Carla Liuni)

/s/Stephanie Plaines Director August 20, 2026

(Stephanie Plaines)

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Coty’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) of the Securities Exchange Act of 1934) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America ("GAAP"). Coty’s internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Coty’s management evaluated the effectiveness of internal control over financial reporting as of June 30, 2026 based on the criteria established in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the evaluation, management has concluded that Coty maintained effective internal control over financial reporting as of June 30, 2026.

The Company's internal control over financial reporting as of June 30, 2026 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report which appears herein.

/s/Markus Strobel /s/Laurent Mercier

Markus Strobel Laurent Mercier

Interim Chief Executive Officer Chief Financial Officer

August 20, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Coty Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Coty Inc. and subsidiaries (the “Company”) as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended June 30, 2026, of the Company and our report dated August 20, 2026, expressed an unqualified opinion on those financial statements and financial statement schedule.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

New York, New York

August 20, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Coty Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Coty Inc. and subsidiaries (the "Company") as of June 30, 2026 and 2025, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows, for each of the three years in the period ended June 30, 2026, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 20, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill – Consumer Beauty and Prestige Reporting Unit Valuations – Refer to Notes 2 and 9 to the financial statements

Critical Audit Matter Description

The Company assesses goodwill at least annually for impairment, or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Goodwill is tested for impairment at the reporting unit level, which is the same level as the Company’s operating segments. The reporting units’ fair values are based on either a combination of the income and market approaches or solely the income approach, when the market approach is less representative of fair value. Under the income approach, the fair value is determined using a discounted cash flow method, projecting future cash flows of each reporting unit, as well as a terminal value, and discounting such cash flows at a rate of return that reflects the relative risk of the cash flows. Under the market approach, when applicable, information is utilized from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, which creates valuation multiples that are applied to the operating performance of the reporting units being tested, to value the reporting unit. The key estimates and factors used in these approaches include revenue growth rates and profit margins based on internal forecasts, specific weighted-average cost of capital used to discount future cash flows, and comparable market multiples for the industry segment, when applicable, as well as historical operating trends. Certain future events and circumstances, including deterioration of market conditions, higher cost of capital, a decline in actual and expected consumer consumption and demands, could result in changes to these assumptions

COTY US Equity

COTY · 10-K · period ended 2026-06-30

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and Supplementary Data.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9A. Controls and Procedures.

Item 9B. Other Information.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accounting Fees and Services.

Item 15. Exhibits, Financial Statement Schedules.

Item 16. Form 10-K Summary.

COTY US Equity☆

COTY · 10-K · period ended 2026-06-30

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and Supplementary Data.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9A. Controls and Procedures.

Item 9B. Other Information.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accounting Fees and Services.

Item 15. Exhibits, Financial Statement Schedules.

Item 16. Form 10-K Summary.

COTY US Equity