UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED		DECEMBER 31, 2025
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER		001-35964

COTY INC.

(Exact name of registrant as specified in its charter)

Delaware		13-3823358
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
350 Fifth Avenue,
New York,	NY	10118
(Address of principal executive offices)		(Zip Code)

(212) 389-7300

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	COTY	New York Stock Exchange

At January 29, 2026, 880,006,359 shares of the registrant’s Class A Common Stock, $0.01 par value, were outstanding.

COTY INC.

INDEX TO FORM 10-Q

		Page
Part I:	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Statements of Operations for the threeand sixmonths endedDecember 31, 2025 and 2024	1
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the threeand sixmonths endedDecember 31, 2025 and 2024	2
	Condensed Consolidated Balance Sheets as ofDecember 31, 2025 and June 30, 2025	3
	Condensed Consolidated Statements of Equity for the threeand sixmonths endedDecember 31, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows for thesixmonths endedDecember 31, 2025 and 2024	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61
Item 4.	Controls and Procedures	61
Part II:	OTHER INFORMATION
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 5.	Other Information	62
Item 6.	Exhibits	63
Signatures		64

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

COTY INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

	Three Months Ended<br>December 31,				Six Months Ended<br>December 31,
	2025		2024		2025		2024
Net revenues	$	1,678.6	$	1,669.9	$	3,255.8	$	3,341.4
Cost of sales	608.0		555.7		1,168.4		1,132.6
Gross profit	1,070.6		1,114.2		2,087.4		2,208.8
Selling, general and administrative expenses	842.5		797.3		1,636.0		1,605.3
Amortization expense	74.1		47.3		113.4		95.4
Restructuring costs	5.8		1.4		4.8		2.1
Operating income	148.2		268.2		333.2		506.0
Interest expense, net	41.4		54.4		88.0		116.2
Other expense, net	275.4		157.2		306.7		200.5
(Loss) Income before income taxes	(168.6)		56.6		(61.5)		189.3
(Benefit) provision for income taxes	(52.4)		26.0		(19.3)		68.0
Net (loss) income	(116.2)		30.6		(42.2)		121.3
Net income attributable to noncontrolling interests	2.5		1.6		4.6		3.7
Net income attributable to redeemable noncontrolling interests	4.9		5.3		8.9		11.0
Net (loss) income attributable to Coty Inc.	$	(123.6)	$	23.7	$	(55.7)	$	106.6
Amounts attributable to Coty Inc.
Net (loss) income attributable to Coty Inc.	(123.6)		23.7		(55.7)		106.6
Convertible Series B Preferred Stock dividends	(3.3)		(3.3)		(6.6)		(6.6)
Net (loss) income attributable to common stockholders	$	(126.9)	$	20.4	$	(62.3)	$	100.0
Earnings per common share:
Earnings per common share - basic	(0.14)		0.02		(0.07)		0.11
Earnings per common share - diluted	(0.14)		0.02		(0.07)		0.11
Weighted-average common shares outstanding:
Basic	876.8		871.4		874.8		869.6
Diluted	876.8		875.2		874.8		875.2

See notes to Condensed Consolidated Financial Statements.

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COTY INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

(Unaudited)

	Three Months Ended<br>December 31,				Six Months Ended<br>December 31,
	2025		2024		2025		2024
Net (loss) income	$	(116.2)	$	30.6	$	(42.2)	$	121.3
Other comprehensive income (loss):
Foreign currency translation adjustment	(0.5)		(282.0)		13.2		(161.4)
Net unrealized derivative gain (loss) on cash flow hedges, net of taxes of $0.0 and $(0.3), and $0.0 and $0.1 during the three and six months ended, respectively	0.9		0.3		0.8		(0.5)
Pension and other post-employment benefits adjustment, net of tax of $0.3 and $1.3, and $2.7 and $0.9 during the three and six months ended, respectively	(0.9)		(3.2)		0.3		(2.3)
Total other comprehensive (loss) income, net of tax	(0.5)		(284.9)		14.3		(164.2)
Comprehensive loss	(116.7)		(254.3)		(27.9)		(42.9)
Comprehensive income attributable to noncontrolling interests:
Net income	2.5		1.6		4.6		3.7
Foreign currency translation adjustment	(0.1)		(0.2)		(0.2)		(0.2)
Total comprehensive income attributable to noncontrolling interests	2.4		1.4		4.4		3.5
Comprehensive income attributable to redeemable noncontrolling interests:
Net income	4.9		5.3		8.9		11.0
Foreign currency translation adjustment	(0.1)		(0.2)		—		(0.1)
Total comprehensive income attributable to redeemable noncontrolling interests	4.8		5.1		8.9		10.9
Comprehensive loss attributable to Coty Inc.	$	(123.9)	$	(260.8)	$	(41.2)	$	(57.3)

See notes to Condensed Consolidated Financial Statements.

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COTY INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)

(Unaudited)

	December 31,<br>2025		June 30,<br>2025
ASSETS
Current assets:
Cash and cash equivalents	$	436.7	$	257.1
Restricted cash	11.3		13.3
Trade receivables—less allowances of $34.1 and $29.0, respectively	689.4		526.4
Inventories	778.2		794.5
Prepaid expenses and other current assets	329.8		362.0
Total current assets	2,245.4		1,953.3
Property and equipment, net	659.9		709.2
Goodwill	4,068.7		4,062.2
Other intangible assets, net	3,104.9		3,214.8
Equity investment	—		1,002.0
Operating lease right-of-use assets	253.1		265.7
Deferred income taxes	561.1		561.6
Other noncurrent assets	184.0		138.9
TOTAL ASSETS	$	11,077.1	$	11,907.7
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	2,120.8	$	1,890.0
Short-term debt and current portion of long-term debt	2.4		3.5
Current operating lease liabilities	65.0		64.4
Income and other taxes payable	98.3		66.8
Other current liabilities	553.3		513.6
Total current liabilities	2,839.8		2,538.3
Long-term debt, net	2,986.8		3,955.5
Long-term operating lease liabilities	209.6		221.8
Pension and other post-employment benefits	283.2		283.8
Deferred income taxes	380.8		467.6
Other noncurrent liabilities	432.2		485.1
Total liabilities	7,132.4		7,952.1
COMMITMENTS AND CONTINGENCIES (See Note 17)
CONVERTIBLE SERIES B PREFERRED STOCK, $0.01 par value; 1.0 shares authorized; 0.1 issued and outstanding at December 31, 2025 and June 30, 2025	142.4		142.4
REDEEMABLE NONCONTROLLING INTERESTS	94.7		94.2
EQUITY:
Preferred Stock, $0.01 par value; 20.0 shares authorized, 1.0 issued and outstanding at December 31, 2025 and June 30, 2025	—		—
Class A Common Stock, $0.01 par value; 1,250.0 shares authorized, 971.6 and 966.5 issued and 877.6 and 872.3 outstanding at December 31, 2025 and June 30, 2025, respectively	9.7		9.6
Additional paid-in capital	11,354.1		11,329.8
Accumulated deficit	(5,325.9)		(5,266.4)
Accumulated other comprehensive loss	(718.9)		(733.4)
Treasury stock—at cost, shares: 94.0 and 94.3 at December 31, 2025 and June 30, 2025, respectively	(1,792.1)		(1,796.9)
Total Coty Inc. stockholders’ equity	3,526.9		3,542.7
Noncontrolling interests	180.7		176.3
Total equity	3,707.6		3,719.0
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY	$	11,077.1	$	11,907.7

See notes to Condensed Consolidated Financial Statements.

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COTY INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three and Six Months Ended December 31, 2025

(In millions, except per share data)

(Unaudited)

	Preferred Stock			Class A<br>Common Stock			Additional<br>Paid-in Capital			(Accumulated Deficit)			Accumulated Other Comprehensive (Loss) Income		Treasury Stock			Total Coty Inc.<br>Stockholders’ Equity		Noncontrolling Interests		Total Equity		Redeemable<br>Noncontrolling Interests		Convertible Series B Preferred Stock
	Shares	Amount		Shares	Amount				Shares			Amount
BALANCE—July 1, 2025	1.0	$	—	966.5	$	9.6	$	11,329.8		$	(5,266.4)		$	(733.4)	94.3	$	(1,796.9)	$	3,542.7	$	176.3	$	3,719.0	$	94.2	$	142.4
Exercise of employee stock options and restricted stock units				1.6	—		—											—				—
Share-based compensation expense				—			14.4											14.4				14.4
Dividends Accrued - Convertible Series B Preferred Stock							(3.3)											(3.3)				(3.3)				3.3
Dividends Paid - Convertible Series B Preferred Stock				—														—				—				(3.3)
Net income										67.9								67.9		2.1		70.0		4.0
Other comprehensive income													14.8					14.8		(0.1)		14.7		0.1
Adjustment of redeemable noncontrolling interests to redemption value							6.9											6.9				6.9		(6.9)
Distribution to noncontrolling interests, net																		—		—		—
BALANCE—September 30, 2025	1.0	$	—	968.1	$	9.6	$	11,347.8		$	(5,198.5)		$	(718.6)	94.3	$	(1,796.9)	$	3,643.4	$	178.3	$	3,821.7	$	91.4	$	142.4
Exercise of employee stock options and restricted stock units				3.5	0.1		(0.1)											—				—
Reissuance of treasury stock							(1.0)			(3.8)					(0.3)	4.8		—				—
Shares withheld for employee taxes							(8.5)											(8.5)				(8.5)
Share-based compensation expense							17.8											17.8				17.8
Dividends Accrued - Convertible Series B Preferred Stock							(3.3)											(3.3)				(3.3)				3.3
Dividends Paid - Convertible Series B Preferred Stock																		—				—				(3.3)
Net (loss) income										(123.6)								(123.6)		2.5		(121.1)		4.8
Other comprehensive (loss) income													(0.3)					(0.3)		(0.1)		(0.4)		(0.1)
Adjustment of redeemable noncontrolling interests to redemption value							1.4											1.4				1.4		(1.4)
BALANCE—December 31, 2025	1.0	$	—	971.6	$	9.7	$	11,354.1		$	(5,325.9)		$	(718.9)	94.0	$	(1,792.1)	$	3,526.9	$	180.7	$	3,707.6	$	94.7	$	142.4

See notes to Condensed Consolidated Financial Statements.

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COTY INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three and Six Months Ended December 31, 2024

(In millions, except per share data)

(Unaudited)

	Preferred Stock			Class A<br>Common Stock			Additional<br>Paid-in Capital			(Accumulated Deficit)			Accumulated Other Comprehensive (Loss) Income		Treasury Stock			Total Coty Inc.<br>Stockholders’ Equity		Noncontrolling Interests		Total Equity		Redeemable<br>Noncontrolling Interests		Convertible Series B Preferred Stock
	Shares	Amount		Shares	Amount				Shares			Amount
BALANCE—July 1, 2024	1.0	$	—	962.1	$	9.6	$	11,308.0		$	(4,898.5)		$	(795.1)	94.3	$	(1,796.9)	$	3,827.1	$	184.6	$	4,011.7	$	93.6	$	142.4
Share-based compensation expense							16.9											16.9				16.9
Equity Investment contribution for share-based compensation							0.4											0.4				0.4
Changes in dividends accrued							—											—				—
Dividends Accrued - Convertible Series B Preferred Stock							(3.3)											(3.3)				(3.3)				3.3
Dividends Paid - Convertible Series B Preferred Stock																		—				—				(3.3)
Net income										82.9								82.9		2.1		85.0		5.7
Other comprehensive income													120.6					120.6		—		120.6		0.1
Adjustment of redeemable noncontrolling interests to redemption value							0.6											0.6				0.6		(0.6)
Distribution to noncontrolling interests, net																		—		—
BALANCE—September 30, 2024	1.0	$	—	962.1	$	9.6	$	11,322.6		$	(4,815.6)		$	(674.5)	94.3	$	(1,796.9)	$	4,045.2	$	186.7	$	4,231.9	$	98.8	$	142.4
Exercise of employee stock options and restricted stock units				4.2	—		—											—				—
Shares withheld for employee taxes							(12.7)											(12.7)				(12.7)
Share-based compensation expense							15.2											15.2				15.2
Equity Investment contribution for share-based compensation							0.3											0.3				0.3
Dividends Accrued - Convertible Series B Preferred Stock							(3.3)											(3.3)				(3.3)				3.3
Dividends Paid - Convertible Series B Preferred Stock																		—				—				(3.3)
Net income										23.7								23.7		1.6		25.3		5.3
Other comprehensive income													(284.5)					(284.5)		(0.2)		(284.7)		(0.2)
Distribution to noncontrolling interests, net																		—		(3.9)		(3.9)
Adjustment of redeemable noncontrolling interests to redemption value							0.8											0.8				0.8		(0.8)
BALANCE—December 31, 2024	1.0	$	—	966.3	$	9.6	$	11,322.9		$	(4,791.9)		$	(959.0)	94.3	$	(1,796.9)	$	3,784.7	$	184.2	$	3,968.9	$	103.1	$	142.4

See notes to Condensed Consolidated Financial Statements.

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COTY INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Six Months Ended<br>December 31,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(42.2)	$	121.3
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	225.0		210.2
Non-cash lease expense	31.9		32.0
Deferred income taxes	(74.3)		15.2
Provision for bad debts	6.2		2.6
Provision for pension and other post-employment benefits	5.6		5.4
Share-based compensation	32.4		32.5
Impairment and losses on disposal of long-lived assets, net	8.4		0.9
Losses from equity investments, net	194.0		33.9
Foreign exchange effects	(5.0)		6.6
Losses on forward repurchase contracts, net	74.6		145.4
Other	36.7		25.6
Change in operating assets and liabilities
Trade receivables	(166.6)		(187.1)
Inventories	16.8		38.9
Prepaid expenses and other current assets	25.0		13.7
Accounts payable and accrued expenses	257.7		128.5
Other current liabilities	49.5		(89.4)
Operating lease liabilities	(30.9)		(28.8)
Income and other taxes payable	12.7		16.3
Other noncurrent assets	17.8		(5.9)
Other noncurrent liabilities	(50.4)		14.1
Net cash provided by operating activities	624.9		531.9
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(100.6)		(120.8)
Proceeds from sale of equity investment	750.0		—
Proceeds from contingent consideration, license agreements, and sale of other long-lived assets, net	9.3		12.6
Net cash provided by (used in) investing activities	658.7		(108.2)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from short-term debt	—		10.0
Proceeds from revolving loan facilities	853.9		1,011.9
Repayments of revolving loan facilities	(1,261.6)		(943.8)
Proceeds from issuance of other long-term debt	899.2		—
Repayments of other long-term debt	(1,465.7)		(490.6)
Dividend payments on Class A Common Stock and Series B Preferred Stock	(6.6)		(6.7)
Net proceeds from (payments of) foreign currency contracts	3.7		(10.3)
Distribution to noncontrolling interests	(3.7)		—
Payments related to forward repurchase contracts, including hedge valuation adjustment	(85.6)		(77.8)
Refunds related to hedge valuation adjustment	—		61.8
Payments of deferred financing fees and premium on bond extinguishment	(29.7)		(2.0)
All other	(10.4)		(13.8)

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Net cash used in financing activities	(1,106.5)		(461.3)
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	0.5		(14.4)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	177.6		(52.0)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period	270.4		320.6
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period	$	448.0	$	268.6
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for interest	$	114.8	$	112.1
Cash paid for income taxes, net of refunds received	33.7		42.6
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued capital expenditure additions	$	54.4	$	67.1
Fair value of Wella Distribution Rights (see Note 6 - Equity Investment)	$	58.0	$	—

See notes to Condensed Consolidated Financial Statements.

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COTY INC. & SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

(Unaudited)

1. DESCRIPTION OF BUSINESS

Coty Inc. and its subsidiaries (collectively, the “Company” or “Coty”) manufacture, market, sell and distribute branded beauty products, including fragrances, color cosmetics and skin & body related products throughout the world. Coty is a global beauty company with a rich entrepreneurial history and an iconic portfolio of brands.

The Company operates on a fiscal year basis with a year-end of June 30. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year. For example, references to “fiscal 2026” refer to the fiscal year ending June 30, 2026. When used in this Quarterly Report on Form 10-Q, the term “includes” and “including” means, unless the context otherwise indicates, including without limitation.

The Company’s sales generally increase during the second fiscal quarter as a result of increased demand associated with the winter holiday season. Financial performance, working capital requirements, sales, cash flows and borrowings generally experience variability during the three to six months preceding the holiday season. Product innovations, new product launches and the size and timing of orders from the Company’s customers may also result in variability.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited interim Condensed Consolidated Financial Statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and include the Company’s consolidated domestic and international subsidiaries. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited interim Condensed Consolidated Financial Statements and accompanying footnotes should be read in conjunction with the Company’s Consolidated Financial Statements as of and for the year ended June 30, 2025. In the opinion of management, all adjustments, of a normal recurring nature, considered necessary for a fair presentation have been included in the Condensed Consolidated Financial Statements. The results of operations for the three and six months ended December 31, 2025 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2026. All dollar amounts (other than per share amounts) in the following discussion are in millions of United States (“U.S.”) dollars, unless otherwise indicated.

Restricted Cash

Restricted cash represents funds that are not readily available for general purpose cash needs due to contractual limitations. Restricted cash is classified as a current or long-term asset based on the timing and nature of when or how the cash is expected to be used or when the restrictions are expected to lapse. As of December 31, 2025 and June 30, 2025, the Company had restricted cash of $11.3 and $13.3, respectively, included in Restricted cash in the Condensed Consolidated Balance Sheets. The Restricted cash balance as of December 31, 2025 primarily provides collateral for certain bank guarantees on rent, customs and duty accounts and also consists of collections on factored receivables that remain unremitted to the factor as of December 31, 2025. Restricted cash is included as a component of Cash, cash equivalents and restricted cash in the Condensed Consolidated Statement of Cash Flows.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the net realizable value of inventory, the assessment of goodwill, other intangible assets and long-lived assets for impairment and income taxes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and

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assumptions. Significant changes, if any, in those estimates and assumptions will be reflected in the Condensed Consolidated Financial Statements in future periods.

Tax Information

The effective income tax rate for the three and six months ended December 31, 2025 and 2024 was 31.1% and 45.9%, respectively and 31.4% and 35.9%, respectively. The decrease in the effective tax rate is primarily attributable to the release of uncertain tax positions in the current period and a higher limitation on the deductibility of interest expense in the prior period.

The effective tax rate of 31.1% for the three months ended December 31, 2025 was higher than the Federal statutory rate of 21% primarily due to the limitation on the deductibility of interest expense and executive stock compensation, partially offset by the benefit recognized on the Company's sale of its remaining interest in Rainbow JVCO LTD and subsidiaries (together, "Wella" or the “Wella Company”) and the release of uncertain tax positions.

The effective tax rate of 45.9% for the three months ended December 31, 2024 was higher than the Federal statutory rate of 21% primarily due to the limitation on the deductibility of executive stock compensation and the limitation on the deductibility of interest expense as well as the impact of fair value losses related to the investment in Wella taxed at a rate below the statutory rate of 21%.

The effective tax rate of 31.4% for the six months ended December 31, 2025 was higher than the Federal statutory rate of 21% primarily due to the limitation on the deductibility of interest expense and executive stock compensation, partially offset by the benefit recognized on the Company's sale of its remaining interest in Wella and the release of uncertain tax positions.

The effective tax rate of 35.9% for the six months ended December 31, 2024 was higher than the statutory tax rate of 21% due to the limitation on the deductibility of executive stock compensation and the limitation on the deductibility of interest expense as well as the impact of fair value losses related to the investment in Wella taxed at a rate below the statutory rate of 21%.

As of December 31, 2025 and June 30, 2025, the gross amount of UTBs was $225.4 and $240.8, respectively. As of December 31, 2025, the total amount of UTBs that, if recognized, would impact the effective income tax rate is $150.2. As of December 31, 2025 and June 30, 2025, the liability associated with UTBs, including accrued interest and penalties, was $184.7 and $194.3, respectively, which was recorded in Income and other taxes payable and Other noncurrent liabilities in the Condensed Consolidated Balance Sheets. The total interest and penalties recorded in the Condensed Consolidated Statements of Operations related to UTBs was $(3.6) and $0.8 for the three months ended December 31, 2025 and 2024, respectively, and $(2.5) and $4.6 for the six months ended December 31, 2025 and 2024. The total gross accrued interest and penalties recorded in the Condensed Consolidated Balance Sheets as of December 31, 2025 and June 30, 2025 was $34.1 and $36.6, respectively.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands annual income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. The Company adopted the ASU in the first quarter of fiscal 2026 and will include the required disclosures in its Annual Report on Form 10-K for the year ending June 30, 2026. The adoption of this standard did not have any impact on the Company's financial position, results of operations, or cash flows.

Recently Issued Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, addressing suggestions received from stakeholders regarding the Accounting Standards Codification ("ASC") and makes other incremental improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in, or make other improvements to a variety of topics that are intended to make them easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Entities are required to apply the amendments to ASC 260, Earnings per Share, retrospectively. All other amendments may be applied prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

Also in December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of

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interim financial statements in accordance with U.S. GAAP. Per the FASB, the amendment is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements. The update will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the effect of this update on our interim statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development project stages and requires entities to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted, and may be applied prospectively, retrospectively, or on a modified prospective basis. The ASU will be effective for Coty in the first quarter of fiscal 2029. The Company is currently evaluating the impact that the guidance may have on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The update offers a practical expedient under which entities can elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses. The guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, which is Coty fiscal 2027, with early adoption permitted. The Company is currently evaluating the impact that the guidance may have on its consolidated financial statements.

3. SEGMENT REPORTING

Operating and reportable segments (referred to as “segments”) reflect the way the Company is managed and for which separate financial information is available and evaluated regularly by the Company's CODM in deciding how to allocate resources and assess performance. The Company has designated its Former Chief Executive Officer ("Former CEO") as the CODM through December 31, 2025.

Certain income and shared costs and the results of corporate initiatives are managed by Corporate. Corporate primarily includes stock compensation expense, restructuring and realignment costs, costs related to acquisition and divestiture activities, and impairments of long-lived assets, goodwill and intangibles that are not attributable to ongoing operating activities of the segments. Corporate costs are not used by the CODM to measure the underlying performance of the segments.

With the exception of goodwill and acquired intangible assets, the Company does not identify or monitor assets by segment. The Company does not present assets by reportable segment since various assets are shared between reportable segments. The allocation of goodwill by segment is presented in Note 7—Goodwill and Other Intangible Assets, net.

We have identified and presented significant segment expenses, which are included in the table below. The CODM evaluates operating income (loss) to assess segment performance, make operating decisions, and allocate resources amongst the segments by comparing budget to historical actual results.

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	Three Months Ended December 31, 2025
SEGMENT DATA	Prestige		Consumer Beauty		Corporate		Total
Net revenues	$	1,133.6	$	545.0	$	—	$	1,678.6
Less:
Cost of sales	336.1		265.2		6.7		608.0
Advertising and consumer promotion costs	335.1		120.1		—		455.2
Other segment items(a)	280.5		141.4		45.3		467.2
Operating income (loss)	$	181.9	$	18.3	$	(52.0)	$	148.2
Reconciliation:
Operating income							$	148.2
Interest expense, net							41.4
Other expense, net							275.4
Loss before income taxes							$	(168.6)
Other segment disclosures:
Depreciation and amortization	$	93.0	$	37.1	$	—	$	130.1	Three Months Ended December 31, 2024
---	---	---	---	---	---	---	---	---
SEGMENT DATA	Prestige		Consumer Beauty		Corporate		Total
Net revenues	$	1,116.1	$	553.8	$	—	$	1,669.9
Less:
Cost of sales	314.6		239.8		1.3		555.7
Advertising and consumer promotion costs	328.1		117.1		—		445.2
Other segment items(a)	251.1		132.8		16.9		400.8
Operating income (loss)	$	222.3	$	64.1	$	(18.2)	$	268.2
Reconciliation:
Operating income							$	268.2
Interest expense, net							54.4
Other expense, net							157.2
Income before income taxes							$	56.6
Other segment disclosures:
Depreciation and amortization	$	65.8	$	38.4	$	1.4	$	105.6

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	Six Months Ended December 31, 2025
SEGMENT DATA	Prestige		Consumer Beauty		Corporate		Total
Net revenues	$	2,203.1	$	1,052.7	$	—	$	3,255.8
Less:
Cost of sales	657.1		504.6		6.7		1,168.4
Advertising and consumer promotion costs	613.1		251.4		—		864.5
Other segment items(a)	542.1		286.1		61.5		889.7
Operating income (loss)	$	390.8	$	10.6	$	(68.2)	$	333.2
Reconciliation:
Operating income							$	333.2
Interest expense, net							88.0
Other expense, net							306.7
Loss before income taxes							$	(61.5)
Other segment disclosures:
Depreciation and amortization	$	151.7	$	73.3	$	—	$	225.0
	Six Months Ended December 31, 2024
---	---	---	---	---	---	---	---	---
SEGMENT DATA	Prestige		Consumer Beauty		Corporate		Total
Net revenues	$	2,230.2	$	1,111.2	$	—	$	3,341.4
Less:
Cost of sales	642.3		489.0		1.3		1,132.6
Advertising and consumer promotion costs	598.8		263.2		—		862.0
Other segment items(a)	525.3		280.9		34.6		840.8
Operating income (loss)	$	463.8	$	78.1	$	(35.9)	$	506.0
Reconciliation:
Operating income							$	506.0
Interest expense, net							116.2
Other expense, net							200.5
Income before income taxes							$	189.3
Other segment disclosures:
Depreciation and amortization	$	131.9	$	76.9	$	1.4	$	210.2

(a) Other segment items primarily include administrative costs, logistics costs, stock compensation expense, amortization of definite-lived intangible assets, restructuring costs, transactional foreign exchange gains/losses, bad debt expense, and other miscellaneous costs.

Fragrance products include a variety of perfumes, colognes, and mists offering various scents to suit individual preferences and occasions. Color Cosmetic products include lip, eye, facial and other color products including nail color. Body care and other products include shower gels, body sprays, and deodorants. Skincare products include moisturizers, serums, sun treatment, cleansers, toners and anti-aging creams designed to nourish, protect and improve the skin's appearance and health.

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Presented below are the percentage of net revenues associated with the Company’s product categories:

	Three Months Ended<br>December 31,				Six Months Ended<br>December 31,
PRODUCT CATEGORY	2025		2024		2025		2024
Fragrance	70.6	%	70.6	%	70.7	%	70.4	%
Color Cosmetics	21.7		22.3		21.8		22.2
Body Care & Other	4.4		4.4		4.4		4.5
Skincare	3.3		2.7		3.1		2.9
Total	100.0	%	100.0	%	100.0	%	100.0	%

4. RESTRUCTURING COSTS

Restructuring costs for the three and six months ended December 31, 2025 and 2024 are presented below:

	Three Months Ended<br>December 31,				Six Months Ended<br>December 31,
	2025		2024		2025		2024
Fixed Cost Reduction Plan	(0.2)		—		(0.2)		—
Current Restructuring Actions and Other	6.0		1.4		5.0		2.1
Total Restructuring Actions	$	5.8	$	1.4	$	4.8	$	2.1

Fixed Cost Reduction Plan

On April 24, 2025, the Company announced a new plan to strengthen its operating model and simplify its fixed cost structure (the “Fixed Cost Reduction Plan”). Total restructuring charges, which consisted of employee severance, have been recorded in Corporate. The related liability balances were $66.1 and $74.1 at December 31, 2025 and June 30, 2025, respectively. The Company currently estimates that the total accrual will result in cash expenditures of approximately $19.7, $43.5, and $3.0 in fiscal 2026, 2027 and thereafter, respectively.

Current Restructuring Actions and Other

The Company continues to analyze its cost structure and evaluate opportunities to streamline operations through a range of smaller initiatives and other cost reduction activities to optimize operations in select businesses. The liability, which consisted primarily of employee severance, balances were $32.7 and $30.4 at December 31, 2025 and June 30, 2025 respectively. The Company estimates that the total remaining accrual of $32.7 will result in cash expenditures of approximately $16.0, $12.9, and $3.8 in fiscal 2026, 2027 and thereafter, respectively.

5. INVENTORIES

Inventories as of December 31, 2025 and June 30, 2025 are presented below:

	December 31,<br>2025		June 30,<br>2025
Raw materials	$	216.3	$	211.4
Work-in-process	7.9		11.2
Finished goods	554.0		571.9
Total inventories	$	778.2	$	794.5

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6. EQUITY INVESTMENT

On December 18, 2025, the Company completed the sale of its remaining 25.8% equity interest in Wella to an entity affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR"). Under the terms of the Purchase and Sale Agreement, the Company received $750.0 in cash consideration and a right to future proceeds from a subsequent sale or initial public offering of Wella, after KKR achieves a preferred return (the "Wella Distribution Rights"). The fair value of the Wella Distribution Rights recognized at the closing date was $58.0, and is included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

Accordingly, the total consideration recognized from the sale was $808.0, consisting of cash proceeds of $750.0 and the fair value of the Wella Distribution Rights of $58.0.

The Company recognized a loss on sale of $201.9 included in Other expense (income), net in the Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2025.

Cash proceeds	$	750.0
Wella Distribution Rights	58.0
Total consideration	808.0
Less:
Wella investment carrying value	1,003.0
Transaction and other costs to sell	6.9
Loss on sale of Wella investment	(201.9)

The fair value of the Wella Distribution Rights was estimated using a Monte Carlo simulation incorporating significant unobservable inputs, including expected volatility of Wella’s equity value based on historical volatility of comparable companies. The Monte Carlo simulation incorporated multiple scenarios for Wella’s enterprise value, including timing of exit, and distribution waterfall provisions. The fair value of the Wella Distribution Rights is classified as Level 3 within the fair value hierarchy. Subsequent changes in fair value will be recognized in earnings within Other expense (income), net in the Condensed Consolidated Statement of Operations.

As a result of this transaction, the Company no longer holds any equity interest in Wella as of December 31, 2025.

The Company's equity investment, which is presented within Equity investment in the Condensed Consolidated Balance Sheets, is summarized as follows:

	December 31,<br>2025		June 30,<br>2025
Equity investment at fair value:
Wella (a)	—		1,002.0
Total equity investment	$	—	$	1,002.0

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The following table presents summarized financial information of the Company’s equity method investees for the period ending December 31, 2025. Amounts presented represent combined totals at the investee level and not the Company’s proportionate share:

	Three Months Ended<br>December 31,				Six Months Ended<br>December 31,
	2025		2024		2025		2024
Net revenues	$	819.0	$	737.9	$	1,526.9	$	1,393.4
Gross profit	$	567.3	$	507.4	$	1,054.6	$	953.1
Operating income	$	129.1	$	109.1	$	191.8	$	147.8
Income before taxes	$	87.7	$	51.3	$	109.3	$	48.8
Net income (loss)	$	59.9	$	19.2	$	66.0	$	(6.9)

Amounts included for the three and six months ending December 31, 2025 related to the investment in Wella include activity through the sale of the Wella investment on December 18, 2025.

7. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

Goodwill as of December 31, 2025 and June 30, 2025 is presented below:

	Prestige		Consumer Beauty		Total
Gross balance at June 30, 2025	$	6,340.1	$	1,762.2	$	8,102.3
Accumulated impairments	(3,110.3)		(929.8)		(4,040.1)
Net balance at June 30, 2025	$	3,229.8	$	832.4	$	4,062.2
Changes during the period ended December 31, 2025
Foreign currency translation	5.2		1.3		6.5
Gross balance at December 31, 2025	$	6,345.3	$	1,763.5	$	8,108.8
Accumulated impairments	(3,110.3)		(929.8)		(4,040.1)
Net balance at December 31, 2025	$	3,235.0	$	833.7	$	4,068.7

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Other Intangible Assets, net

Other intangible assets, net as of December 31, 2025 and June 30, 2025 are presented below:

	December 31,<br>2025		June 30,<br>2025
Indefinite-lived other intangible assets	$	761.6	$	761.0
Finite-lived other intangible assets, net	2,343.3		2,453.8
Total Other intangible assets, net	$	3,104.9	$	3,214.8

The changes in the carrying amount of indefinite-lived other intangible assets are presented below:

	Trademarks		Total
Gross balance at June 30, 2025	$	1,918.7	$	1,918.7
Accumulated impairments	(1,157.7)		(1,157.7)
Net balance at June 30, 2025	$	761.0	$	761.0
Changes during the period ended December 31, 2025
Foreign currency translation	0.6		0.6
Gross balance at December 31, 2025	$	1,919.3	$	1,919.3
Accumulated impairments	(1,157.7)		(1,157.7)
Net balance at December 31, 2025	$	761.6	$	761.6

Intangible assets subject to amortization are presented below:

	Cost		Accumulated Amortization		Accumulated Impairment		Net
June 30, 2025
License agreements and collaboration agreements	$	3,765.8	$	(1,614.9)	$	(19.6)	$	2,131.3
Customer relationships	766.0		(568.9)		(5.5)		191.6
Trademarks	318.2		(208.4)		(0.5)		109.3
Product formulations and technology	87.8		(66.2)		—		21.6
Total	$	4,937.8	$	(2,458.4)	$	(25.6)	$	2,453.8
December 31, 2025
License agreements and collaboration agreements	$	3,771.0	$	(1,716.3)	$	(19.6)	$	2,035.1
Customer relationships	766.7		(577.5)		(5.5)		183.7
Trademarks	318.2		(214.2)		(0.5)		103.5
Product formulations and technology	88.0		(67.0)		—		21.0
Total	$	4,943.9	$	(2,575.0)	$	(25.6)	$	2,343.3

Amortization expense was $74.1 and $47.3 for the three months ended December 31, 2025 and 2024, respectively, and $113.4 and $95.4 for the six months ended December 31, 2025 and 2024, respectively.

8. LEASES

The Company leases office facilities under non-cancelable operating leases with terms generally ranging between 4 and 25 years. The Company utilizes these leased office facilities for use by its employees in countries in which the Company conducts its business. Leases are negotiated with third parties and, in some instances contain renewal, expansion and termination options. The Company also subleases certain office facilities to third parties when the Company no longer intends to utilize the space. None of the Company’s leases restrict the payment of dividends or the incurrence of debt or additional lease obligations, or contain significant purchase options.

The following chart provides additional information about the Company’s operating leases:

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	Three Months Ended<br>December 31,				Six Months Ended<br>December 31,
Lease Cost:	2025		2024		2025			2024
Operating lease cost	$	18.9	$	19.4	$	37.6		$	38.2
Short-term lease cost	0.9		0.7		1.8			1.4
Variable lease cost	10.7		10.7		20.8			22.4
Sublease income	(2.7)		(3.8)		(5.5)			(7.4)
Net lease cost	$	27.8	$	27.0	$	54.7		$	54.6
Other information:
Operating cash outflows from operating leases	$	(18.3)	$	(18.1)	$	(36.8)		$	(34.9)
Right-of-use assets obtained in exchange for lease obligations	$	17.9	$	0.5	$	22.0		$	19.1
Weighted-average remaining lease term - real estate					5.7 years			6.5 years
Weighted-average discount rate - real estate leases					4.30		%	4.54		%

Future minimum lease payments for the Company’s operating leases are as follows:

Fiscal Year Ending June 30,
2026, remaining	$	48.3
2027	69.8
2028	55.0
2029	45.6
2030	29.2
Thereafter	65.3
Total future lease payments	$	313.2
Less: imputed interest	(38.6)
Total present value of lease liabilities	$	274.6
Current operating lease liabilities	65.0
Long-term operating lease liabilities	209.6
Total operating lease liabilities	$	274.6

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9. DEBT

The Company’s debt balances consisted of the following as of December 31, 2025 and June 30, 2025, respectively:

	December 31,<br>2025		June 30,<br>2025
Short-term debt	$	—	$	—
Senior Secured Notes (a)
2026 Dollar Senior Secured Notes due April 2026	—		350.0
2026 Euro Senior Secured Notes due April 2026 (b)	293.4		820.0
2027 Euro Senior Secured Notes due May 2027	586.8		585.7
2028 Euro Senior Secured Notes due September 2028	—		585.7
2029 Dollar Senior Secured Notes due January 2029	500.0		500.0
2030 Dollar Senior Secured Notes due July 2030	750.0		750.0
2031 Dollar Senior Secured Notes due January 2031	900.0		—
2018 Coty Credit Agreement
2023 Coty Revolving Credit Facility due July 2028	—		407.3
Finance lease obligations & other long term debt	7.9		9.7
Total debt	3,038.1		4,008.4
Less: Short-term debt and current portion of long-term debt	(2.4)		(3.5)
Total Long-term debt	3,035.7		4,004.9
Less: Unamortized financing fees and discounts on long-term debt	(48.9)		(49.4)
Total Long-term debt, net	$	2,986.8	$	3,955.5

(a) As described further below, a covenant suspension period is in effect for each of the Senior Secured Notes, and in certain cases a collateral release, due to the achievement of investment grade ratings for such notes in September 2024.

(b) As of December 31, 2025, the 2026 Euro Senior Secured Notes due April 2026 in the amount of €250.0 million are classified as long-term in the accompanying Condensed Consolidated Balance Sheets as the Company has the ability and intent to refinance on a long-term basis through the Coty Revolving Credit Facility.

Short-Term Debt

The Company maintains short-term lines of credit and other short-term debt with financial institutions around the world. Total short-term debt remained constant at $0.0 as of December 31, 2025 and June 30, 2025. In addition, the Company had undrawn letters of credit of $4.1 and $3.1, and bank guarantees of $15.8 and $16.0 as of December 31, 2025 and June 30, 2025, respectively.

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Long-Term Debt

Recent Developments

On October 15, 2025, the Company issued an aggregate principal of $900.0 of 5.600% senior notes due 2031 (the “2031 Senior Secured Notes”) in a private offering. Coty received net proceeds of $888.0 in connection with the offering of the 2031 Senior Secured Notes. The Company used the proceeds from the offering to redeem all of the Company’s 2026 Dollar Secured Notes and a portion of the 2026 Euro Senior Secured Notes (each as defined below).

On December 30, 2025, the Company used the proceeds from the sale of its investment in Wella to redeem all of the Company's 2028 Euro Senior Secured Notes (as defined below).

Senior Secured Notes

On April 21, 2021, the Company issued an aggregate principal amount of $900.0 of 5.00% senior secured notes due 2026 (the “2026 Dollar Senior Secured Notes”) in a private offering. Coty received gross proceeds of $900.0 in connection with the offering of the 2026 Dollar Senior Secured Notes. In fiscal 2024 and 2025, the Company redeemed $250.0 and $300.0, respectively of the 2026 Dollar Senior Secured Notes. On October 17, 2025, the Company used proceeds from the offering of the 2031 Senior Notes to redeem the remaining $350.0 outstanding under the 2026 Dollar Senior Secured Notes.

On June 16, 2021, the Company issued an aggregate principal amount of €700.0 million of 3.875% senior secured notes due 2026 (the “2026 Euro Senior Secured Notes”) in a private offering. Coty received gross proceeds of €700.0 million in connection with the offering of the 2026 Euro Senior Secured Notes. On October 17, 2025, the Company used proceeds from the offering of the 2031 Senior Notes to redeem €450.0 million (approximately $526.8) of the 2026 Euro Senior Secured Notes.

On November 30, 2021, the Company issued an aggregate principal amount of $500.0 of 4.75% senior secured notes due 2029 ("2029 Dollar Senior Secured Notes") in a private offering. Coty received gross proceeds of $500.0 in connection with the offering of the 2029 Dollar Senior Secured Notes.

On July 26, 2023, the Company issued an aggregate principal amount of $750.0 of 6.625% senior secured notes due 2030 (“2030 Dollar Senior Secured Notes”) in a private offering. Coty received net proceeds of $740.6 in connection with the offering of the 2030 Dollar Senior Secured Notes.

On September 19, 2023, the Company issued an aggregate principal amount of €500.0 million of 5.750% senior secured notes due 2028 ("2028 Euro Senior Secured Notes") in a private offering. Coty received net proceeds of €493.8 million in connection with the offering of the 2028 Euro Senior Secured Notes. On December 30, 2025, the Company 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), which was included in Other expense, net, in the Condensed Consolidated Statements of Operations.

On May 30, 2024, the Company issued an aggregate principal amount of €500.0 million of 4.50% senior secured notes due 2027 ("2027 Euro Senior Secured Notes" and, together with the 2026 Dollar Senior Secured Notes, 2026 Euro Senior Secured Notes, 2028 Euro Senior Secured Notes, 2029 Dollar Senior Secured Notes and 2030 Dollar Senior Secured Notes, the “Senior Secured Notes”) in a private offering. Coty received net proceeds of €493.7 million in connection with the offering of the 2027 Euro Senior Secured Notes.

The Senior Secured Notes are senior secured obligations of Coty and are guaranteed on a senior secured basis by each of Coty’s wholly-owned domestic subsidiaries that guarantees Coty’s obligations under its existing senior secured credit facilities and are secured by first priority liens on the same collateral that secures Coty’s obligations under its existing senior secured credit facilities, as described above. The Senior Secured Notes and the guarantees are equal in right of payment with all of Coty’s and the guarantors’ respective existing and future senior indebtedness and are pari passu with all of Coty’s and the guarantors’ respective existing and future indebtedness that is secured by a first priority lien on the collateral, including the existing senior secured credit facilities, to the extent of the value of such collateral. Upon the respective Senior Secured Notes achieving investment grade ratings from two out of the three ratings agencies, the Senior Secured Notes provide for certain collateral release and covenant suspension provisions, as follows:

•for the 2026 Dollar Senior Secured Notes (fully redeemed in October 2025) and the 2026 Euro Senior Secured Notes, the guarantees and certain covenants will be released;

•for the 2027 Euro Senior Secured Notes and the 2030 Dollar Senior Secured Notes, the collateral security, the guarantees and certain covenants will be released;

•for the 2029 Dollar Senior Secured Notes, the collateral security relating to the co-issuers and guarantors, the guarantees and certain covenants will be released; and

•for the 2031 Dollar Senior Secured Notes, the collateral security, the guarantees and certain covenants will be released;

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in each case subject to reinstatement if those ratings agencies withdraw their investment grade rating for the respective notes. As of September 2024, each of the then existing Senior Secured Notes achieved an investment grade rating from two ratings agencies, and therefore, the applicable collateral release and covenant suspension periods are in effect for the respective Senior Secured Notes as described above.

For prior debt issuances not disclosed above, please refer to Note 14 — Debt in Coty's Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (“Fiscal 2025 Form 10-K”).

Optional Redemption

Applicable Premium

The indentures governing the Senior Secured Notes specify the Applicable Premium (as defined in the respective indentures) to be paid upon early redemption of some or all of the Senior Secured Notes prior to, and on or after, April 15, 2023 for the 2026 Euro Senior Secured Notes, May 15, 2026 for the 2027 Euro Senior Secured Notes, January 15, 2025 for the 2029 Dollar Senior Secured Notes, July 15, 2026 for the 2030 Dollar Senior Secured Notes, and December 15, 2030 for the 2031 Dollar Senior Secured Notes (the "Early Redemption Dates").

The Applicable Premium related to the respective Senior Secured Notes on any redemption date and as calculated by the Company is the greater of:

(1)1.0% of the then outstanding principal amount of the respective Senior Secured Notes; and

(2)the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such respective Senior Secured Notes that would apply if such respective notes were redeemed on the respective Early Redemption Dates, (such redemption price is expressed as a percentage of the principal amount being set forth in the table appearing in the Redemption Pricing section below), plus (ii) all remaining scheduled payments of interest due on the respective Senior Secured Notes to and including the respective Early Redemption Dates, (excluding accrued but unpaid interest, if any, to, but excluding, the redemption date), with respect to each of subclause (i) and (ii), computed using a discount rate equal to the Treasury Rate in the case of the 2026 Dollar Senior Secured Notes, 2029 Dollar Senior Secured Notes and 2030 Dollar Senior Secured Notes, or Bund Rate in the case of the 2026 Euro Senior Secured Notes and the 2028 Euro Senior Secured Notes (both Treasury Rate and Bund Rate as defined in the respective indentures) as of such redemption date plus 50 basis points; over (b) the principal amount of the respective Senior Secured Notes.

Redemption Pricing

At any time and from time to time prior to the Early Redemption Dates, the Company may redeem some or all of the respective notes at redemption prices equal to 100% of the respective principal amounts being redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates.

At any time on or after the Early Redemption Dates, the Company may redeem some or all of the respective notes at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on respective dates of each of the years indicated below:


For the period beginning		2027 Euro Senior Secured Notes			2029 Dollar Senior Secured Notes	2030 Dollar Senior Secured Notes	2031 Dollar Senior Secured Notes
Year	May 15,	November 15,		January 15,	July 15,	January 15,
2025		N/A	N/A		102.375%	N/A	N/A
2026		102.250%	100.000%		101.188%	103.313%	100.000%
2027		100.000%	N/A		100.000%	101.656%	100.000%
2028 and thereafter		N/A	N/A		100.000%	100.000%	100.000%

2018 Coty Credit Agreement

On April 5, 2018, the Company entered into an amended and restated credit agreement (the "2018 Coty Credit Agreement"), which, as previously disclosed, was amended most recently in July 2023.

As amended and restated through July 2023, the 2018 Coty Credit Agreement provides for (a) the incurrence by the Company of (1) a senior secured term A facility in an aggregate principal amount of (i) $1,000.0 denominated in U.S. dollars

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and (ii) €2,035.0 million denominated in euros (the “2018 Coty Term A Facility”) and (2) a senior secured term B facility in an aggregate principal amount of (i) $1,400.0 denominated in U.S. dollars and (ii) €850.0 million denominated in euros (the “2018 Coty Term B Facility”) and (b) the incurrence by the Company and Coty B.V., a Dutch subsidiary of the Company (the “Dutch Borrower” and, together with the Company, the “Borrowers”), of two tranches of senior secured revolving credit commitments, one in an aggregate principal amount of $1,670.0 available in U.S. dollars and certain other currencies and the other in an aggregate principal amount of €300.0 million available in euros, maturing in July 2028 (together, the "Coty Revolving Credit Facility" (and together with the 2018 Coty Term A Facility and the 2018 Coty Term B Facility, the "Coty Credit Facilities"). The July 2023 amendment also (i) provided for a credit spread adjustment of 0.10% for all interest periods, with respect to Secured Overnight Financing Rate ("SOFR") loans, (ii) added Fitch as a relevant rating agency for purposes of the collateral release provisions and determining applicable interest rates and fees and (iii) provided that certain covenants will cease to apply during a collateral release period. As previously disclosed, the Company has repaid all outstanding balances under the 2018 Coty Term A Facility and 2018 Coty Term B Facility and no amounts are outstanding as of December 31, 2025.

The 2018 Coty Credit Agreement, as amended, provides that with respect to the Coty Revolving Credit Facility, up to $150.0 is available for letters of credit and up to $150.0 is available for swing line loans. The 2018 Coty Credit Agreement, as amended, also permits, subject to certain terms and conditions, the incurrence of incremental facilities thereunder in an aggregate amount of (i) $1,700.0 plus (ii) an unlimited amount if the First Lien Net Leverage Ratio (as defined in the 2018 Coty Credit Agreement, as amended), at the time of incurrence of such incremental facilities and after giving effect thereto on a pro forma basis, is less than or equal to 3.00 to 1.00.

The obligations of the Company under the 2018 Coty Credit Agreement, as amended, are guaranteed by the material wholly-owned subsidiaries of the Company organized in the U.S., subject to certain exceptions (the “Guarantors”) and the obligations of the Company and the Guarantors under the 2018 Coty Credit Agreement, as amended, are secured by a perfected first priority lien (subject to permitted liens) on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions. The Dutch Borrower does not guarantee the obligations of the Company under the 2018 Coty Credit Agreement or grant any liens on its assets to secure any obligations under the 2018 Coty Credit Agreement. The collateral security and certain covenants will be released upon the Company achieving investment grade ratings on its corporate rating from two out of the three ratings agencies, subject to certain additional conditions and subject to reversion if those ratings agencies withdraw their investment grade rating.

Deferred Financing Costs

The Company wrote off unamortized deferred issuance fees and discounts of $6.4 and $1.6 during the three months ended December 31, 2025 and 2024, respectively, and $6.4 and $1.6 during the six months ended December 31, 2025 and 2024, respectively. Additionally, the Company capitalized deferred issuance fees of $15.3 and $0.0 during the three months ended December 31, 2025 and 2024, respectively, and $15.3 and $0.0 during the six months ended December 31, 2025 and 2024, respectively.

Interest

The 2018 Coty Credit Agreement facilities will bear interest at rates equal to, at the Company’s option, either:

(1)SOFR of the applicable qualified currency, of which the Company can elect the applicable one, two, three, six or twelve month rate, plus the applicable margin; or

(2)Alternate base rate (“ABR”) plus the applicable margin.

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In the case of the Coty Revolving Credit Facility, the applicable margin means the lesser of a percentage per annum to be determined in accordance with the leverage-based pricing grid and the debt rating-based grid below:

Pricing Tier	Total Net Leverage Ratio:	SOFR plus:	Alternative Base Rate Margin:
1.0	Greater than or equal to 4.75:1	2.000%	1.000%
2.0	Less than 4.75:1 but greater than or equal to 4.00:1	1.750%	0.750%
3.0	Less than 4.00:1 but greater than or equal to 2.75:1	1.500%	0.500%
4.0	Less than 2.75:1 but greater than or equal to 2.00:1	1.250%	0.250%
5.0	Less than 2.00:1 but greater than or equal to 1.50:1	1.125%	0.125%
6.0	Less than 1.50:1	1.000%	—%
Pricing Tier	Debt Ratings <br>(S&P/Fitch/Moody’s):	SOFR plus:	Alternative Base Rate Margin:
---	---	---	---
5.0	Less than BB+/Ba1	2.000%	1.000%
4.0	BB+/Ba1	1.750%	0.750%
3.0	BBB-/Baa3	1.500%	0.500%
2.0	BBB/Baa2	1.250%	0.250%
1.0	BBB+/Baa1 or higher	1.125%	0.125%

Fair Value of Debt

	December 31, 2025				June 30, 2025
	Carrying<br>Amount		Fair<br>Value		Carrying<br>Amount		Fair<br>Value
Senior Secured Notes	$	3,030.2	$	3,060.8	$	3,591.4	$	3,632.7
2018 Coty Credit Agreement	—		—		407.3		407.3

The fair value of the 2023 Coty Revolving Credit Facility is equal to its carrying value, as the liability can be settled at par value. The Company uses the market approach to value its other debt instruments. The Company obtains fair values from independent pricing services or utilizes the U.S. dollar SOFR curve to determine the fair value of these debt instruments. Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized as Level 2 in the fair value hierarchy.

Debt Maturities Schedule

Aggregate maturities of the Company’s long-term debt, including the current portion of long-term debt and excluding short-term debt and finance lease obligations as of December 31, 2025, are presented below:

Fiscal Year Ending June 30,
2026, remaining	$	293.4
2027	586.8
2028	—
2029	500.0
2030	—
Thereafter	1,650.0
Total	$	3,030.2

Covenants

The 2018 Coty Credit Agreement contains affirmative and negative covenants. The negative covenants include, among other things, limitations on debt, liens, dispositions, investments, fundamental changes, restricted payments and affiliate transactions. With certain exceptions as described below, the 2018 Coty Credit Agreement, as amended, includes a financial

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covenant that requires us to maintain a Total Net Leverage Ratio (as defined below), equal to or less than the ratios shown below for each respective test period.

Quarterly Test Period Ending	Total Net Leverage Ratio (a)
December 31, 2025 through July 11, 2028	4.00 to 1.00

(a) Total Net Leverage Ratio means, as of any date of determination, the ratio of: (a) (i) Total Indebtedness minus (ii) unrestricted and Cash Equivalents of the Parent Borrower and its Restricted Subsidiaries as determined in accordance with GAAP to (b) Adjusted EBITDA for the most recently ended Test Period (each of the defined terms, including Adjusted EBITDA, used within the definition of Total Net Leverage Ratio have the meanings ascribed to them within the 2018 Coty Credit Agreement, as amended). Adjusted EBITDA, as defined in the 2018 Coty Credit Agreement, as amended, includes certain add backs related to cost savings, unusual events such as COVID-19, operating expense reductions and future unrealized synergies subject to certain limits and conditions as specified in the 2018 Coty Credit Agreement, as amended.

In the four fiscal quarters following the closing of any Material Acquisition (as defined in the 2018 Coty Credit Agreement, as amended), including the fiscal quarter in which such Material Acquisition occurs, the maximum Total Net Leverage Ratio shall be the lesser of (i) 5.95 to 1.00 and (ii) 1.00 higher than the otherwise applicable maximum Total Net Leverage Ratio for such quarter (as set forth in the table above). Immediately after any such four fiscal quarter period, there shall be at least two consecutive fiscal quarters during which the Company's Total Net Leverage Ratio is no greater than the maximum Total Net Leverage Ratio that would otherwise have been required in the absence of such Material Acquisition, regardless of whether any additional Material Acquisitions are consummated during such period.

As of December 31, 2025, the Company was in compliance with all covenants contained within the 2018 Coty Credit Agreement, as amended.

10. INTEREST EXPENSE, NET

Interest expense, net for the three and six months ended December 31, 2025 and 2024, respectively, is presented below:

	Three Months Ended<br>December 31,				Six Months Ended<br>December 31,
	2025		2024		2025		2024
Interest expense	$	52.4	$	56.7	$	104.0	$	117.1
Foreign exchange (gains) losses, net of derivative contracts	(5.8)		1.4		(6.7)		6.1
Interest income	(5.2)		(3.7)		(9.3)		(7.0)
Total interest expense, net	$	41.4	$	54.4	$	88.0	$	116.2

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11. EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost for pension plans and other post-employment benefit plans recognized in the Condensed Consolidated Statements of Operations are presented below:

	Three Months Ended December 31,
	Pension Plans								Other Post-<br>Employment Benefits
	U.S.				International						Total
	2025		2024		2025		2024		2025			2024		2025		2024
Service cost	$	—	$	—	$	1.6	$	1.3	$	0.1		$	0.1	$	1.7	$	1.4
Interest cost	0.1		0.2		3.1		3.0		0.4			0.4		3.6		3.6
Expected return on plan assets	—		—		(1.3)		(1.3)		—			—		(1.3)		(1.3)
Amortization of net (gain) loss	(0.2)		—		(0.4)		(0.3)		(0.6)			(0.7)		(1.2)		(1.0)
Net periodic benefit cost (credit)	$	(0.1)	$	0.2	$	3.0	$	2.7	$	(0.1)		$	(0.2)	$	2.8	$	2.7
	Six Months Ended December 31,
	Pension Plans								Other Post-<br>Employment Benefits
	U.S.				International						Total
	2025		2024		2025		2024		2025			2024		2025		2024
Service cost	$	—	$	—	$	3.1	$	2.6	$	0.2		$	0.2	$	3.3	$	2.8
Interest cost	0.3		0.4		6.2		6.0		0.8			0.8		7.3		7.2
Expected return on plan assets	—		—		(2.6)		(2.6)		—			—		(2.6)		(2.6)
Amortization of net (gain) loss	(0.4)		—		(0.8)		(0.6)		(1.2)			(1.4)		(2.4)		(2.0)
Net periodic benefit cost (credit)	$	(0.1)	$	0.4	$	5.9	$	5.4	$	(0.2)		$	(0.4)	$	5.6	$	5.4

12. DERIVATIVE INSTRUMENTS

Foreign Exchange Risk

The Company is exposed to foreign currency exchange fluctuations through its global operations. The Company may reduce its exposure to fluctuations in the cash flows associated with changes in foreign exchange rates by creating offsetting positions through the use of derivative instruments and also by designating foreign currency denominated borrowings and cross-currency swaps as hedges of net investments in foreign subsidiaries. The Company expects that through hedging, any gain or loss on the derivative instruments would generally offset the expected increase or decrease in the value of the underlying forecasted transactions.

As of December 31, 2025 and June 30, 2025, the notional amount of the outstanding forward foreign exchange contracts designated as cash flow hedges were $14.1 and $17.3, respectively.

The Company also uses certain derivatives not designated as hedging instruments consisting primarily of foreign currency forward contracts and cross-currency swaps to hedge intercompany transactions and foreign currency denominated external debt. Although these derivatives were not designated for hedge accounting, the overall objective of mitigating foreign currency exposure is the same for all derivative instruments. For derivatives not designated as hedging instruments, changes in fair value are recorded in the line item in the Condensed Consolidated Statements of Operations to which the derivative relates. As of December 31, 2025 and June 30, 2025, the notional amounts of these outstanding non-designated foreign currency forward contracts were $1,042.8 and $1,102.5, respectively.

Interest Rate Risk

The Company is exposed to interest rate fluctuations related to its Revolving Credit Facility. The Company may reduce its 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 result in recognizing a fixed interest rate for the portion of the Company’s variable rate debt that was hedged. This will 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.

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In addition, the Company from time to time uses cross-currency swaps to economically lower the interest rate on our loan portfolio. In January and April 2025, the Company entered into cross-currency swap contracts designated as hedges of net investment in a certain foreign subsidiary to effectively reduce the interest rates on the 2030 and 2029 Dollar Senior Secured Notes from 6.625% and 4.75% in U.S. dollars to 2.671% and 1.248% in Swiss Franc, respectively. The cross-currency swaps will expire upon maturity of the respective debt.

Net Investment Hedge

Foreign currency gains and losses on borrowings designated as a net investment hedge, except ineffective portions, are reported in the cumulative translation adjustment (“CTA”) component of AOCI/(L), along with the foreign currency translation adjustments on those investments.

In January and April 2025, the Company expanded its net investment hedge activity by entering into cross-currency swaps with a gross notional value at inception of $750.0 and ₣676.9 million (Swiss Franc) and $250.0 and ₣203.6 million, respectively, maturing in July 2030 and January 2029, respectively, and designated these cross-currency swaps as hedges of its net investment in a certain foreign subsidiary.

As of December 31, 2025 and June 30, 2025, the nominal exposures of foreign currency denominated borrowings designated as net investment hedges were €771.9 million and €1,593.9 million, respectively. All designated hedge amounts were considered highly effective.

Forward Repurchase Contracts

In December 2022 and November 2023, the Company entered into certain forward repurchase contracts to start hedging for potential $196.0 and $294.0 share buyback programs, in 2025 and 2026, respectively. These forward repurchase contracts are accounted for at fair value, with changes in the fair value recorded in Other expense, net in the Condensed Consolidated Statements of Operations.

In December 2024, the Company entered into an agreement to extend the maturity date of the December 2022 forward repurchase contracts by one year. Subsequently, in January 2026, the Company entered into amendment agreements with all of the counterparties to extend both maturity dates of the December 2022 and November 2023 forward repurchase contracts by one year to January 2027. Refer to Note 13—Equity and Convertible Preferred Stock.

During the six months ended December 31, 2025, the Company paid Hedge Valuation Adjustments in connection with its forward repurchase contracts of $53.9 in August 2025, $13.7 in November 2025, and $10.1 in December 2025. In addition, during the prior fiscal year, the Company paid $191.1 in Hedge Valuation Adjustments in February 2025. Refer to Note 13—Equity and Convertible Preferred Stock

Derivative and non-derivative financial instruments which are designated as hedging instruments:

Foreign currency borrowings classified as net investment hedges—The accumulated loss on foreign currency borrowings classified as net investment hedges in the foreign currency translation adjustment component of Accumulated other comprehensive income (loss) ("AOCI/(L)") was $(91.0) and $(91.6) as of December 31, 2025 and June 30, 2025, respectively.

Cross-currency swap instruments classified as net investment hedges—The accumulated loss on derivative instruments classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $(111.5) and $(113.2) as of December 31, 2025 and June 30, 2025, respectively.

Foreign exchange forward contracts classified as cash flow hedges—The accumulated loss on derivative instruments classified as cash flow hedges in AOCI/(L), net of tax, was $(0.3) and $(1.1) as of December 31, 2025 and June 30, 2025, respectively. The estimated net loss related to these effective hedges that is expected to be reclassified from AOCI/(L) into earnings within the next twelve months is $(0.3). As of December 31, 2025, all of the Company's foreign currency forward contracts designated as hedges were highly effective.

The amount of gains and losses recognized in Other comprehensive income (loss) (“OCI”) in the Condensed Consolidated Balance Sheets related to the Company’s derivative and non-derivative financial instruments which are designated as hedging instruments is presented below:

Gain (Loss) Recognized in OCI	Three Months Ended<br>December 31,				Six Months Ended<br>December 31,
	2025		2024		2025		2024
Foreign exchange forward contracts	$	0.1	$	1.7	$	(0.5)	$	1.1
Cross-currency swap contracts	6.0		—		1.7		—
Net investment hedges	1.2		105.8		0.6		45.6

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The amount of gains and losses reclassified from AOCI/(L) to the Condensed Consolidated Statements of Operations related to the Company’s derivative financial instruments which are designated as hedging instruments is presented below:

Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships	Three Months Ended December 31,
	2025					2024
		Cost of sales		Interest expense, net		Cost of sales		Interest expense, net
Foreign exchange forward contracts:
Amount of gain (loss) reclassified from AOCI into income		$	(0.9)	$	—	$	0.7	$	—
Interest rate swap contracts:
Amount of gain (loss) reclassified from AOCI into income		—		—		—		0.4
Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships	Six Months Ended December 31,
	2025					2024
		Cost of sales		Interest expense, net		Cost of sales		Interest expense, net
Foreign exchange forward contracts:
Amount of gain (loss) reclassified from AOCI into income		$	(1.4)	$	—	$	0.9	$	—
Interest rate swap contracts:
Amount of gain (loss) reclassified from AOCI into income		—		—		—		0.8

Derivatives not designated as hedging:

The amount of gains and losses related to the Company’s derivative financial instruments not designated as hedging instruments is presented below:

Condensed Consolidated Statements of Operations<br>Classification of Gain (Loss) Recognized in Operations		Three Months Ended<br>December 31,				Six Months Ended<br>December 31,
		2025		2024		2025		2024
Foreign exchange contracts	Selling, general and administrative expenses	$	0.4	$	0.3	$	0.2	$	0.4
Foreign exchange contracts(a)	Interest expense, net	2.8		(50.4)		4.9		(22.8)
Foreign exchange and forward repurchase contracts	Other expense, net	(50.4)		(126.0)		(85.0)		(168.1)

(a) The losses and gains for these foreign exchange contracts were offset against the gains and losses from revaluation of debt denominated in foreign currency included in Interest expense, net.

13. EQUITY AND CONVERTIBLE PREFERRED STOCK

Common Stock

As of December 31, 2025, the Company’s common stock consisted of Class A Common Stock with a par value of $0.01 per share. The holders of Class A Common Stock are entitled to one vote per share. As of December 31, 2025, total authorized shares of Class A Common Stock was 1,250.0 million and total outstanding shares of Class A Common Stock was 877.6 million.

The Company's Majority Stockholder

As of December 31, 2025, JAB Beauty B.V. ("JAB"), the Company’s largest stockholder, may be deemed to beneficially own approximately 54% of Coty’s Class A Common Stock. This is inclusive of all voting interests of Mr. Peter Harf, who served as the Company's Chairman through December 31, 2025, and HFS Holdings S.à r.l, (“HFS”), which is beneficially owned by Mr. Harf, including its shares of Convertible Series B Preferred Stock (the "Series B Preferred Stock") on an if converted basis.

Preferred Stock

As of December 31, 2025, total authorized shares of preferred stock are 20.0 million.

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Series A Preferred Stock

As of December 31, 2025, there were 1.0 million shares of Series A Preferred stock, par value of $0.01 per share, authorized, issued, and outstanding. Series A Preferred Stock are not entitled to receive any dividends and have no voting rights except as required by law.

On March 27, 2017, a Series A Preferred Stock subscription agreement was entered into with Lambertus J.H. Becht (“Mr. Becht”), the Company’s former Chairman of the Board. Under the terms provided in the subscription agreement, the Series A Preferred Stock immediately vested on the grant date and the holder was entitled to exchange the vested shares after the fifth anniversary of the date of issuance. This exchange right expired on March 27, 2024. The Company has the right to redeem the Series A Preferred Stock (1.0 million shares) at a redemption price of $0.01 per share. The Company plans to redeem these shares of Series A Preferred Stock in accordance with their terms.

Convertible Series B Preferred Stock

In 2020, the Company completed the issuance and sale to KKR Rainbow Aggregator L.P. (“KKR Aggregator”) of 1.0 million shares of Series B Preferred Stock, par value $0.01 per share, for an aggregate purchase price of $1,000 per share. On August 27, 2021, KKR Aggregator and its affiliated investment funds sold 146,057 shares of Series B Preferred Stock, to HFS, that is beneficially owned by Peter Harf, a former director of the Company.

As a result of various conversions and exchanges of KKR Aggregator's shares of the Series B Preferred Stock, as of December 31, 2021, KKR and its affiliates has fully redeemed/exchanged all of their Series B Preferred Stock.

Cumulative preferred dividends accrue daily on the Series B Preferred Stock at a rate of 9.0% per year. During the three months ended December 31, 2025 and 2024, the Board of Directors declared dividends on the Series B Preferred Stock of $3.3 and paid accrued dividends of $3.3. During the six months ended December 31, 2025 and 2024, the Board of Directors declared dividends on the Series B Preferred Stock of $6.6 and paid accrued dividends of $6.6. As of December 31, 2025 and June 30, 2025, the Series B Preferred Stock had outstanding accrued dividends of $3.3.

Dividends

On April 29, 2020, the Board of Directors suspended the payment of dividends on Common Stock. No dividends on Common Stock were declared for the period ended December 31, 2025.

The change in dividends accrued recorded to Additional Paid-in Capital ("APIC") in the Condensed Consolidated Balance Sheet as of December 31, 2025 and 2024 was $0.0 and nil, respectively. In addition, the Company made payments of $0.0 and $0.1, of which $0.0 and nil relate to employee taxes, for the previously accrued dividends on restricted stock units ("RSUs") that vested during the six months ended December 31, 2025 and 2024, respectively.

Total accrued dividends on unvested RSUs and phantom units included in Other current liabilities are $0.7 as of December 31, 2025 and June 30, 2025.

Treasury Stock

Share Repurchase Program

Since February 2014, the Board has authorized the Company to repurchase its Class A Common Stock under approved repurchase programs. On February 3, 2016, the Board authorized the Company to repurchase up to $500.0 of its Class A Common Stock, and on November 13, 2023, the Board increased the Company's share repurchase authorization by an additional $600.0 (the “Share Repurchase Program”). Repurchases may be made from time to time at the Company’s discretion, based on ongoing assessments of the capital needs of the business, the market price of its Class A Common Stock, and general market conditions. As of December 31, 2025, the Company has $796.8 remaining under the Share Repurchase Program.

In December 2022 and November 2023, the Company entered into forward repurchase contracts with three large financial institutions (“Counterparties”) to start hedging for potential $196.0 and $294.0 share buyback programs 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 December 2025 if net cash settlement is elected, or to January 2026 with physical settlement. Subsequently, in January 2026, the Company entered into amendment agreements with all of the counterparties to extend both maturity dates of the December 2022 and November 2023 forward repurchase contracts by one year to December 2026 if net cash settlement is elected, or to January 2027 with physical settlement.

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As part of the agreements, the Company will pay interest on the outstanding underlying notional amount of the forward repurchase contracts held by the Counterparties during the contract periods. The interest rates are variable, based on the United States secured overnight funding rate (“SOFR”) plus a spread. The weighted average interest rate plus applicable spread for the December 2022 and November 2023 forward repurchase transactions were 6.7% and 7.0%, respectively, as of December 31, 2025.

In addition, the forward repurchase contracts include a provision for a potential true-up in cash upon specified changes in the price of the Company’s Class A Common Stock relative to the Initial Price (“Hedge Valuation Adjustment”). Such Hedge Valuation Adjustment shall not result in a termination date or any adjustment of the number of Coty’s Class A Common Stock shares purchased by the Counterparties at inception.

In October 2024, the price of Coty’s Class A shares declined below the threshold specified in the Hedge Valuation Adjustment for the November 2023 forward repurchase contracts, which resulted in a cash payment of $61.8 to the Counterparties. In November 2024, the Company entered into agreements with the Counterparties for a temporary contractual amendment to the Hedge Valuation Adjustment, which was effective from October 2024 through February 2025, resulting in a refund of $61.8 from the Counterparties. The amendment did not apply to the December 2022 forward repurchase contracts.

During the six months ended December 31, 2025, the Company paid Hedge Valuation Adjustments in connection with its forward repurchase contracts of $53.9 in August 2025, $13.7 in November 2025, and $10.1 in December 2025. In addition, during the prior fiscal year, the Company paid $191.1 in Hedge Valuation Adjustments in February 2025. This resulted in a downward adjustment to the initial price at acquisition for these forward repurchase contracts.

Since the forward repurchase contracts permit a net cash settlement alternative in addition to the physical settlement, the Company accounted for the forward repurchase contracts initially and subsequently at their fair value, with changes in the fair value recorded in Other expense, net in the Condensed Consolidated Statement of Operations. See Note 12—Derivative Instruments for additional information.

Accumulated Other Comprehensive Income (Loss)

			Foreign Currency Translation Adjustments
	Loss on Cash Flow Hedges		(Loss) gain on Net Investment Hedge		Other Foreign Currency Translation Adjustments		Pension and Other Post-Employment Benefit Plans (a)		Total
Balance—July 1, 2025	$	(1.1)	$	(204.8)	$	(582.7)	$	55.2	$	(733.4)
Other comprehensive (loss) income before reclassifications	(0.1)		2.3		11.1		(0.1)		13.2
Net amounts reclassified from AOCI/(L)	0.9		—		—		0.4		1.3
Net current-period other comprehensive income	0.8		2.3		11.1		0.3		14.5
Balance—December 31, 2025	$	(0.3)	$	(202.5)	$	(571.6)	$	55.5	$	(718.9)

(a) For the six months ended December 31, 2025, other comprehensive loss before reclassifications of $0.1 and net amounts reclassified from AOCI/(L) related to pensions and other post-employment benefit plans included amortization of prior service credits and actuarial losses of $2.3, net of tax of $2.7.

			Foreign Currency Translation Adjustments
	Gain on Cash Flow Hedges		(Loss) gain on Net Investment Hedge		Other Foreign Currency Translation Adjustments		Pension and Other Post-Employment Benefit Plans		Total
Balance—July 1, 2024	$	2.1	$	(23.0)	$	(823.0)	$	48.8	$	(795.1)
Other comprehensive income (loss) before reclassifications	0.7		45.6		(206.7)		(1.2)		(161.6)
Net amounts reclassified from AOCI/(L)	(1.2)		—		—		(1.1)		(2.3)
Net current-period other comprehensive (loss) income	(0.5)		45.6		(206.7)		(2.3)		(163.9)
Balance—December 31, 2024	$	1.6	$	22.6	$	(1,029.7)	$	46.5	$	(959.0)

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14. SHARE-BASED COMPENSATION PLANS

Share-based compensation expense is recognized on a straight-line basis over the requisite service period. Total share-based compensation is shown in the table below:

	Three Months Ended<br>December 31,				Six Months Ended<br>December 31,
	2025		2024		2025		2024
Equity plan expense (a)	$	17.8	$	15.2	$	32.2	$	32.1
Liability plan (income) expense	0.1		0.3		0.2		0.4
Fringe expense	2.0		2.9		2.0		2.9
Total share-based compensation expense	$	19.9	$	18.4	$	34.4	$	35.4

(a) Equity plan share-based compensation expense was recorded to additional paid in capital and presented in the Condensed Consolidated Statements of Equity.

As of December 31, 2025, the total unrecognized share-based compensation expense related to stock options, RSUs and other share awards, and performance restricted stock units ("PRSUs") is $0.0, $52.2, and $1.2, respectively. The unrecognized share-based compensation expense related to stock options, RSUs and other share awards, and PRSUs, is expected to be recognized over a weighted-average period of 0.00, 2.31, and 1.47 years, respectively.

Restricted Stock Units and Other Share Awards

The Company granted 10.5 million shares of RSUs and other share awards during the three and six months ended December 31, 2025, respectively. The Company granted 3.8 million shares of RSUs and other share awards during the three and six months ended December 31, 2024, respectively. The Company recognized share-based compensation expense of $21.0 and $17.6 for the three months ended December 31, 2025 and 2024, respectively, of which $10.3 and $5.2 related to Ms. Nabi's award, as described below. The Company recognized share-based compensation expense of $34.4 and $30.8 for the six months ended December 31, 2025 and 2024, respectively, of which $16.4 and $10.4 related to Ms. Nabi's award, as described below.

Performance Restricted Stock Units

The Company granted no shares of PRSUs, respectively, during the three and six months ended December 31, 2025. The Company granted 4.0 million and 4.1 million shares of PRSUs, respectively, during the three and six months ended December 31, 2024. The Company recognized share-based compensation expense of $(1.1) and $0.8 for the three months ended December 31, 2025 and 2024, respectively, of which $(2.0) and $0.1 related to Ms. Nabi's award, as described below. The Company recognized share-based compensation expense of nil and $4.5 for the six months ended December 31, 2025 and 2024, respectively, of which $(1.7) and $1.9 related to Ms. Nabi's award, as described below.

Long-term Equity Program for CEO

Pursuant to the term of the amended employment agreement on May 4, 2023, the Company granted its CEO, Sue Nabi, a one-time award of 10,416,667 RSUs and a total of 10,416,665 PRSUs in five equal tranches over the next five years. Ms. Nabi ceased to serve as the Company’s CEO effective December 31, 2025, and pursuant to the terms of the separation agreement on December 20, 2025, these two awards will be treated in accordance with the terms discussed below.

Ms. Nabi's 10,416,667 RSUs were originally scheduled to vest and settle in shares of the Company’s Class A Common Stock, par value $0.01 per share over five years on the following vesting schedule: (i) 15% on September 1, 2024, (ii) 15% on September 1, 2025, (iii) 20% on September 1, 2026, (iv) 20% on September 1, 2027; and (v) 30% on September 1, 2028, in each case subject to Ms. Nabi’s continued employment through the applicable vesting date. As of the date of the separation agreement, the first two tranches had vested. Pursuant to the terms of the amended employment agreement, Ms. Nabi vested in the third tranche on January 2, 2026. The remaining two tranches of the RSU awards and all PRSU awards were forfeited. Any previously recognized compensation expense is reversed for forfeited awards.

Non-Qualified Stock Options

The Company granted no non-qualified stock options and recognized share-based compensation expense of $0.0 and nil for the three months ended December 31, 2025 and 2024, respectively, and $0.0 and $0.1 for the six months ended December 31, 2025 and 2024, respectively.

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15. NET (LOSS) INCOME ATTRIBUTABLE TO COTY INC. PER COMMON SHARE

Reconciliation between the numerators and denominators of the basic and diluted income per share (“EPS”) computations is presented below:

	Three Months Ended<br>December 31,				Six Months Ended<br>December 31,
	2025		2024		2025		2024
Amounts attributable to Coty Inc.:
Net (loss) income attributable to Coty Inc.	$	(123.6)	$	23.7	$	(55.7)	$	106.6
Convertible Series B Preferred Stock dividends	(3.3)		(3.3)		(6.6)		(6.6)
Net (loss) income attributable to common stockholders	$	(126.9)	$	20.4	$	(62.3)	$	100.0
Weighted-average common shares outstanding:
Weighted-average common shares outstanding—Basic	876.8		871.4		874.8		869.6
Effect of dilutive stock options and Series A Preferred Stock (a)	—		—		—		—
Effect of restricted stock and RSUs (b)	—		3.8		—		5.6
Effect of Convertible Series B Preferred Stock (c)	—		—		—		—
Effect of Forward Repurchase Contracts (d)	—		—		—		—
Weighted-average common shares outstanding—Diluted	876.8		875.2		874.8		875.2
Earnings per common share:
Earnings per common share - basic	$	(0.14)	$	0.02	$	(0.07)	$	0.11
Earnings per common share - diluted (e)	(0.14)		0.02		(0.07)		0.11

(a) For the three months ended December 31, 2025 and 2024, outstanding stock options with rights to purchase 3.4 million and 3.5 million shares, respectively, of Common Stock were anti-dilutive and excluded from the computation of diluted EPS. Series A Preferred Stock had no dilutive effect, as the exchange right expired on March 27, 2024. For the six months ended December 31, 2025 and 2024, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase 3.4 million and 3.5 million weighted average shares of Common Stock, respectively, were anti-dilutive and excluded from the computation of diluted EPS.

(b) For the three months ended December 31, 2025 and 2024, there were 21.5 million and 13.7 million anti-dilutive RSUs, respectively, excluded from the computation of Diluted EPS. For the six months ended December 31, 2025 and 2024, there were 17.4 million and 6.8 million weighted average anti-dilutive RSUs, respectively, excluded from the computation of diluted EPS.

(c) For the three and six months ended December 31, 2025 and 2024, no dilutive shares of Convertible Series B Preferred Stock were included in the computation of diluted EPS as their inclusion would be anti-dilutive.

(d) For the three and six months ended December 31, 2025 and 2024, no dilutive shares of the Forward Repurchase Contracts were included in the computation of diluted EPS as their inclusion would be anti-dilutive.

(e) 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. When calculating any potential dilutive effect of stock options, Series A Preferred Stock, restricted stock, 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 of $3.3, and to reverse the impact of fair market value losses for contracts with the option to settle in shares or cash of $38.6 and $96.5, respectively, if dilutive, for the three months ended December 31, 2025 and 2024 on net (loss) income applicable to common stockholders during the period. The if-converted method requires an adjustment to reverse the impact of the preferred stock dividends of $6.6, and to reverse the impact of fair market value losses for contracts with the option to settle in shares or cash of $65.1 and $128.8 respectively, if dilutive, for the six months ended December 31, 2025 and 2024 on net (loss) income applicable to common stockholders during the period.

16. REDEEMABLE NONCONTROLLING INTERESTS

Subsidiary in the Middle East

As of December 31, 2025, the noncontrolling interest holder in the Company’s subsidiary in the Middle East had a 25% ownership share. The Company adjusts the redeemable noncontrolling interests (“RNCI”) to redemption value at the end of each reporting period with changes recognized as adjustments to APIC. The Company recognized $94.7 and $94.2 as the RNCI balances as of December 31, 2025 and June 30, 2025, respectively.

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17. COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business, including consumer class or collective actions, personal injury (mostly involving allegations related to alleged asbestos in the Company’s talc-based cosmetic products as described below), intellectual property, competition, compliance and advertising claims litigation and disputes, among others (collectively, “Legal Proceedings”). While the Company cannot predict any final outcomes relating thereto, management believes that the outcome of current Legal Proceedings will not have a material effect upon its business, prospects, financial condition, results of operations, cash flows or the trading price of the Company’s securities. However, management’s assessment of the Company’s current Legal Proceedings is ongoing, and could change in light of the discovery of additional facts with respect to Legal Proceedings not presently known to the Company, further legal analysis, or determinations by judges, arbitrators, juries or other finders of fact or deciders of law which are not in accord with management’s evaluation of the probable liability or outcome of such Legal Proceedings. From time to time, the Company is in discussions with regulators, including discussions initiated by the Company, about actual or potential violations of law in order to remediate or mitigate associated legal or compliance risks and liabilities or penalties. As the outcomes of such proceedings are unpredictable, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, prospects, financial condition, results of operations, cash flows or the trading price of its securities.

Cosmetic Talcum Powder Matters. The Company has been named as a defendant in numerous civil actions alleging that certain cosmetic talcum powder products sold by the Company were contaminated with asbestos leading to bodily injury. Most of these actions involve a number of co-defendants and, to date, many such actions have been resolved by settlement or other resolution acceptable to the Company. In each of the previous fiscal years the value of settlements, both individually and in the aggregate, has not been material but, due to the rising number of filed and pending cases against the Company, as well as the evolving litigation landscape, settlement values and other costs associated with these cases are likely to increase in the future. The Company believes that a limited portion of its costs incurred in defending and resolving certain of these claims will be covered by insurance policies issued by several insurance carriers, subject to deductibles, exclusions, retentions and policy limits and in some cases there may be indemnity obligations of third parties. While the Company and its legal counsel intend to continue to defend these cases vigorously, there can be no assurances regarding the ultimate resolution of these matters, individually or collectively. The Company has accrued for such litigation when the likelihood of loss is probable and a reasonable estimate of such loss can be made, and such accruals are not material to the Company’s Condensed Consolidated Financial Statements. However, the range of reasonably possible losses in excess of accrued liabilities currently cannot be reasonably estimated.

Brazilian Tax Assessments

The Company’s Brazilian subsidiaries receive tax assessments from local, state and federal tax authorities in Brazil from time to time. Current open tax assessments as of December 31, 2025 are:

Assessment received	Type of assessment		Type of Tax		Tax period impacted
Aug-20	State sales tax credits, which the Treasury Office of the State of Goiás considers as improperly registered		ICMS		2017-2019
Oct-20	Federal excise taxes, which the Treasury Office of the Brazil’s Internal Revenue Service considers as improperly calculated		IPI		2016-2017
Nov-22		IPI		2018-2019		R494.8 million (approximately 90.3) (a)
Mar-24		IPI		2020		R38.3 million (approximately 7.0)
Nov-20	State sales taxes, which the Treasury Office of the State of Minas Gerais considers as improperly calculated		ICMS		2016-2019
Jun-21	State sales tax, which the Treasury Office of the State of Goiás considers as improperly calculated		ICMS		2016-2020

All values are in US Dollars.

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(a) During the first quarter of the current fiscal year, the tax assessment was revised as the case progressed through the Brazilian judicial system. As part of this reassessment, previously applied penalties were excluded in accordance with applicable tax regulations. As a result, the total liability was reduced compared to the prior assessment in the previous fiscal year.
(b) During the first quarter of the current fiscal year, the administrative case was decided in Coty's favor and prevailed against the tax authorities' appeal.

For the Goiás State tax ICMS assessment received in August 2020, the Company has in parallel a judicial case about an additional claim for fees over the tax incentive ("the Protege Fee") wherein the Company asserts such fee was not enforceable against Coty due to its prior contractual agreement with the Goiás State. In the second quarter of fiscal 2024, the Company filed appeals to be remitted to the third instance Brazilian Superior Court of Justice and, in the last quarter of fiscal 2024, a judge of the Superior Court of Justice ruled against the Company. The Company filed an interlocutory appeal for the full bench of judges on the Superior Court of Justice to review the case, and the court rendered a verdict granting the Company's request to remand the case to the state court of Goiás in the first quarter of the fiscal year. The case is expected to be heard in the first half of fiscal 2027. The Company has been required to provide surety bonds of R$199.6 million (approximately $36.4) and cash deposits of R$212.7 million (approximately $38.8) as of December 31, 2025, to guarantee payment if the case is resolved against Coty. The cash deposits are included in the Other Noncurrent Assets on the Condensed Consolidated Balance Sheet.

In relation to the judicial case for the Goiás State tax ICMS assessment received in August 2020, this case has moved into the judicial court in October 2024, relating to a tax assessment demanding payment of the underlying ICMS taxes due to non-payment of the Protege Fee. The case is running in parallel of the Protege Fee case above. In the third quarter of fiscal 2025, the Goiás State filed a tax enforcement against the Company to collect the ICMS taxes. In response to the enforcement, the Company has obtained a stay pending the Protege fee case. The Company has been required to provide surety bonds of R$541.9 million (approximately $98.9) as of December 31, 2025, to guarantee payment if the case is resolved against Coty.

The Minas Gerais State tax ICMS assessment received in November 2020 is currently at the judicial process. The Company has been required to provide surety bonds of R$347.4 million (approximately $63.4) as of December 31, 2025, to guarantee payment if the case is resolved against the Company.

All other cases are currently in the administrative process.

The Company expects that cases may move from the administrative to the judicial process in case Coty does not receive a favorable decision at the administrative level, although the exact timing is uncertain. For cases in the judicial process, the Company will be required to make a judicial deposit or enter into a surety bond for the disputed tax assessment, interest and penalties. The judicial process in Brazil is likely to take a number of years to conclude. The Company is seeking favorable judicial and administrative decisions on the tax enforcement actions filed by the tax authorities for these assessments. The Company believes it has meritorious defenses and it has not recognized a loss for these assessments as the Company does not believe a loss is probable.

18. RELATED PARTY TRANSACTIONS

Performance Guarantee

In connection with the sales of certain businesses, the Company has assigned its rights and obligations under a real estate lease to JAB Partners LLP. The remaining term of this lease is approximately five years. While the Company is no longer the primary obligor under this lease, the lessor has not completely released the Company from its obligation, and holds it secondarily liable in the event that the assignee defaults on the lease. The maximum potential future payments that the Company could be required to make, if the assignee was to default as of December 31, 2025, would be approximately $2.9. The Company has assessed the probability of default by the assignee and has determined it to be remote.

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Wella

The Company had an agreement with Wella to provide management, consulting and financial services. The Company earned $0.4 and $0.7 in the three and six months ended December 31, 2025, respectively, and $0.4 and $0.7 in the three and six months ended December 31, 2024, respectively, which are reflected in Other expense, net in the Condensed Consolidated Statements of Operations. This agreement ended on December 18, 2025.

On December 18, 2025, the Company completed the sale of its remaining 25.8% equity interest in Wella to an entity affiliated with KKR. As a result of this transaction, the Company no longer holds any equity interest in Wella. The Company no longer considers Wella as a related party.

The Company and Wella continue to have in place manufacturing arrangements to facilitate the Wella Business transition in the U.S. and Brazil. Fees earned were $1.0 and $1.6 for the three months ended December 31, 2025 and 2024, respectively, and $2.6 and $3.0 for the six months ended December 31, 2025 and 2024, respectively. Fees are principally invoiced on a cost plus basis and were included in Cost of sales in the Company's Condensed Consolidated Statement of Operations.

Secondment Agreement

On October 1, 2025, the Company entered into a secondment arrangement with an entity affiliated with JAB to obtain executive management services. Under the terms of the arrangement, the secondee provides services to the Company for a minimum period of one year, in exchange for a fixed fee payable to the affiliated entity. For the quarter ended December 31, 2025, $0.3 was recorded in Selling, general and administrative expense in the Condensed Consolidated Statement of Operations, with a corresponding $0.3 recorded in Accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets.

19. SUBSEQUENT EVENTS

Forward Repurchase Contracts

In January 2026, the Company entered into amendment agreements with all of the counterparties to its forward repurchase contracts. The amendments extend both maturity dates of the December 2022 and November 2023 forward repurchase contracts by one year to December 2026 if net cash settlement is elected, or to January 2027 with physical settlement. Refer to Note 13 — Equity and Convertible Preferred Stock.

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Item 2. 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 Condensed Consolidated Financial Statements and related notes included elsewhere in this document, and in our other public filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (“Fiscal 2025 Form 10-K”). 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. Also, when used in this Quarterly Report on Form 10-Q, the term “includes” and “including” means, unless the context otherwise indicates, including without limitation. The following report 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.

More information about potential risks and uncertainties that could affect our business and financial results is included under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q and other periodic reports we have filed and may file with the SEC from time to time.

Forward-looking Statements

Certain statements in this Form 10-Q are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, strategic planning, targets and outlook for future reporting periods (including the extent and timing of revenue, expense and profit trends and changes in operating cash flows and cash flows from operating activities and investing activities), the Company’s future operations and strategy (including the expected implementation and related impact of its strategic priorities), ongoing and future cost efficiency, optimization and restructuring initiatives and programs, expectations of the impact of inflationary pressures and the timing, magnitude and impact of pricing actions to offset inflationary costs, strategic transactions (including their expected timing and impact), the strategic review of the Company’s consumer beauty business, including its mass color cosmetics business and associated brands and the Company’s distinct Brazil business comprised of local Brazilian brands, and any transactions related thereto, use of proceeds from any transaction and the timing and outcome of the strategic review, expectations and/or plans with respect to joint ventures, the timing and size of any future distribution related to the Wella Distribution Rights (as defined below), the Company’s capital allocation strategy and payment of dividends (including suspension of dividend payments and the duration thereof and any plans to resume cash dividends on common stock or to continue to pay dividends in cash on preferred stock) and expectations for stock repurchases, investments, plans and expectations with respect to licenses and/or portfolio changes, product launches, relaunches or rebranding (including the expected timing or impact thereof), plans for growth in certain categories, markets, channels and other white spaces, synergies, savings, performance, cost, timing and integration of acquisitions, future cash flows, liquidity and borrowing capacity (including any refinancing or deleveraging activities), timing and size of cash outflows and debt deleveraging, the timing and magnitude of any “true-up” payments in connection with our forward repurchase contracts and plans for settlement of such contracts, the timing and extent of any future impairments, and synergies, savings, impact, cost, timing and implementation of the Company’s ongoing strategic transformation agenda (including operational and organizational structure changes, operational execution and simplification initiatives, fixed cost reductions (including our recent fixed cost reduction plan), continued process improvements and supply chain changes), the impact, cost, timing and implementation of e-commerce and digital initiatives, the expected impact, cost, timing and implementation of sustainability initiatives (including progress, plans, goals and our ability to achieve sustainability targets), the expected impact of geopolitical risks including the ongoing war in Ukraine and/or the armed conflict in the Middle East on our business operations, sales outlook and strategy, expectations regarding the impact of tariffs (including magnitude, scope and timing) and plans to manage such impact, expectations regarding economic recovery in Asia, consumer purchasing trends and the related impact on our plans for growth in China, the expected impact of global supply chain challenges and/or inflationary pressures (including as a result of the war in Ukraine and/or armed conflict in the Middle East, or due to a change in tariffs or trade policy impacting raw materials) and expectations regarding future service levels and inventory levels, and the priorities of senior management. These forward-looking statements are generally identified by words or phrases, such as “anticipate”, “are going to”, “estimate”, “plan”, “project”, “expect”, “believe”, “intend”, “foresee”, “forecast”, “will”, “may”, “should”, “outlook”, “continue”, “temporary”, “target”, “aim”, “potential”, “goal” and similar words or phrases. These statements are based on certain assumptions and estimates that we consider reasonable, but are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual events or results (including our financial condition, results of operations, cash flows and prospects) to differ materially from such statements, including risks and uncertainties relating to:

•our ability to successfully implement our strategic priorities (including leveraging our leadership position and capabilities in global fragrances to fuel strong expansion and continue to grow our footprint and diversification in a

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limited number of structurally profitable and growing beauty categories and geographic markets at scale), achieve the benefits contemplated by our strategic initiatives (including revenue growth, cost control, gross margin growth and debt deleveraging), and compete effectively in the beauty industry, in each case within the expected time frame or at all;

•our ability to anticipate, gauge and respond to market trends and consumer preferences, which may change rapidly, and the market acceptance of new products, including new products in our skincare and prestige cosmetics portfolios, any relaunched or rebranded products and the anticipated costs and discounting associated with such relaunches and rebrands, and consumer receptiveness to our current and future marketing philosophy and consumer engagement activities (including digital marketing and media), and our ability to effectively manage our production and inventory levels in response to demand;

•use of estimates and assumptions in preparing our financial statements, including with regard to revenue recognition, income taxes (including the expected timing and amount of the release of any tax valuation allowance), the assessment of goodwill, other intangible and long-lived assets for impairments, and the market value of inventory;

•the impact of any future impairments;

•managerial, transformational, operational, regulatory, legal and financial risks, including diversion of management attention to and management of cash flows, expenses and costs associated with our transformation agenda, our global business strategies, the management of our strategic partnerships, the strategic review of our consumer beauty business, and future strategic initiatives, and, in particular, our ability to manage and execute many initiatives simultaneously including any resulting complexity, employee attrition or diversion of resources;

•the timing, costs and impacts of divestitures and the amount and use of proceeds from any such transactions;

•future divestitures and the impact thereof on, and future acquisitions, new licenses and joint ventures and the integration thereof with, our business, operations, systems, financial data and culture and the ability to realize synergies, manage supply chain challenges and other business disruptions, reduce costs (including through our cash efficiency initiatives), avoid liabilities and realize potential efficiencies and benefits (including through our restructuring initiatives) at the levels and at the costs and within the time frames contemplated or at all;

•increased competition, consolidation among retailers, shifts in consumers’ preferred distribution and marketing channels (including to digital and prestige channels), distribution and shelf-space resets or reductions, compression of go-to-market cycles, changes in product and marketing requirements by retailers, reductions in retailer inventory levels and order lead-times or changes in purchasing patterns, impact from public health events on retail revenues, and other changes in the retail, e-commerce and wholesale environment in which we do business and sell our products and our ability to respond to such changes (including our ability to expand our digital, direct-to-consumer and e-commerce capabilities within contemplated timeframes or at all);

•our and our joint ventures’, business partners’ and licensors’ abilities to obtain, maintain and protect the intellectual property used in our and their respective businesses, protect our and their respective reputations (including those of our and their executives or influencers) and public goodwill, and defend claims by third parties for infringement of intellectual property rights;

•any change to our capital allocation and/or cash management priorities, including any change in our dividend policy and any change in our stock repurchase plans;

•any unanticipated problems, liabilities or integration or other challenges associated with a past or future acquired business, joint ventures or strategic partnerships, which could result in increased risk or new, unanticipated or unknown liabilities, including with respect to environmental, competition and other regulatory, compliance or legal matters, and specifically in connection with our strategic partnerships, risks related to the entry into a new distribution channel, the potential for channel conflict, risks of retaining customers and key employees, difficulties of integration (or the risks associated with limiting integration) and management of the partnerships, our relationships with our strategic partners, our ability to protect trademarks and brand names, litigation, investigations by governmental authorities, and changes in law, regulations and policies that affect the business or products of our strategic partnerships, including the risk that direct selling laws and regulations may be modified, interpreted or enforced in a manner that results in a negative impact to the business model, revenue, sales force or business of any of our strategic partnerships;

•our international operations and joint ventures, including enforceability and effectiveness of our joint venture agreements and reputational, compliance, regulatory, economic and foreign political risks, including difficulties and costs associated with maintaining compliance with a broad variety of complex local and international regulations;

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•our dependence on certain licenses (especially in the fragrance category) and our ability to renew expiring licenses on favorable terms or at all;

•our dependence on entities performing outsourced functions, including outsourcing of distribution functions, and third-party manufacturers, logistics and supply chain suppliers, and other suppliers, including third-party software providers, web-hosting and e-commerce providers;

•administrative, product development and other difficulties in meeting the expected timing of market expansions, product launches, re-launches and marketing efforts, including in connection with new products in our skincare and prestige cosmetics portfolios;

•changes in the demand for our products due to declining or depressed global or regional economic conditions, and declines in consumer confidence or spending, whether related to the economy (such as austerity measures, tax increases, high fuel costs, or higher unemployment), wars and other hostilities and armed conflicts, natural or other disasters, weather, pandemics, security concerns, terrorist attacks or other factors;

•global political and/or economic uncertainties, disruptions or major regulatory or policy changes, and/or the enforcement thereof that affect our business, financial performance, operations or products, including the impact of the war in Ukraine and any escalation or expansion thereof, armed conflict in the Middle East, the current administration in the U.S. and related changes to regulatory and trade policies, changes in the U.S. tax code and/or tax regulations in other jurisdictions where we operate (including recent and pending implementation of the global minimum corporate tax (part of the “Pillar Two Model Rules”) that may impact our tax liability in the European Union (“EU”)), and recent changes and future changes in tariffs, retaliatory or trade protection measures, trade policies and other international trade regulations in the U.S., the EU, and Asia and in other regions where we operate (and our ability to manage the impact of such changes), potential regulatory limits on payment terms in the EU, future changes in sanctions regulations, recent and future changes in regulations impacting the beauty industry, including regulatory measures addressing products, formulations, raw materials and packaging, and recent and future regulatory measures restricting or otherwise impacting the use of web sites, mobile applications or social media platforms that we use in connection with our digital marketing and e-commerce activities;

•currency exchange rate volatility and currency devaluation and/or inflation;

•our ability to implement and maintain pricing actions to effectively mitigate increased costs and inflationary pressures, and the reaction of customers or consumers to such pricing actions;

•the number, type, outcomes (by judgment, order or settlement) and costs of current or future legal, compliance, tax, regulatory or administrative proceedings, investigations and/or litigation, including product liability cases (including asbestos and talc-related litigation for which indemnities and/or insurance may not be available), distributor or licensor litigation, and compliance, litigation or investigations relating to our joint ventures or strategic partnerships;

•our ability to manage seasonal factors and other variability and to anticipate future business trends and needs;

•disruptions in the availability and distribution of raw materials and components needed to manufacture our products, and our ability to effectively manage our production and inventory levels in response to supply challenges;

•disruptions in operations, sales and in other areas, including due to disruptions in our supply chain, restructurings and other business alignment activities, manufacturing or information technology systems, labor disputes, extreme weather and natural disasters, impact from public health events, the outbreak of war or hostilities (including the war in Ukraine and armed conflict in the Middle East and any escalation or expansion thereof), the impact of global supply chain challenges or other disruptions in the international flow of goods (including disruptions arising from future tariff scenarios), and the impact of such disruptions on our ability to generate profits, stabilize or grow revenues or cash flows, comply with our contractual obligations and accurately forecast demand and supply needs and/or future results;

•our ability to adapt our business to address climate change concerns, including through the implementation of new or unproven technologies or processes, and to respond to increasing governmental and regulatory measures relating to environmental, social and governance matters, including expanding mandatory and voluntary reporting, diligence and disclosure, as well as new taxes (including on energy and plastic), new diligence requirements and the impact of such measures or processes on our costs, business operations and strategy;

•restrictions imposed on us through our license agreements, credit facilities and senior unsecured bonds or other material contracts, our ability to generate cash flow to repay, refinance or recapitalize debt and otherwise comply with our debt instruments, and changes in the manner in which we finance our debt and future capital needs;

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•increasing dependency on information technology, including as a result of remote working practices, and our ability or the ability of any of the third-party service providers we use to support our business, to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, including ransomware attacks, costs and timing of implementation and effectiveness of any upgrades or other changes to information technology systems, and the cost of compliance or our failure to comply with any privacy or data security laws (including the European Union General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act and similar state laws, the Brazil General Data Protection Law, and the China Data Security Law and Personal Information Protection Law) or to protect against theft of customer, employee and corporate sensitive information;

•our ability to attract and retain key personnel and the impact of senior management transitions;

•the distribution and sale by third parties of counterfeit and/or gray market versions of our products;

•the impact of our ongoing strategic transformation agenda and continued process improvements on our relationships with key customers and suppliers and certain material contracts;

•our relationship with JAB Beauty B.V., as our majority stockholder, and its affiliates, and any related conflicts of interest or litigation;

•our relationship with KKR, whose affiliates are investors in Rainbow JVCO LTD and subsidiaries (together, “Wella” or the “Wella Company”) following the sale of a majority stake in our Professional and Retail Hair business, including the Wella, Clairol, OPI and ghd brands (together, the “Wella Business”) and the subsequent sale of our remaining Wella stake, any related conflicts of interest or litigation. and the timing and terms of any future sale or initial public offering of Wella;

•future sales of a significant number of shares by our majority stockholder or the perception that such sales could occur; and

•other factors described elsewhere in this document and in documents that we file with the SEC from time to time.

All forward-looking statements made in this document are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this document, and we do not undertake any obligation, other than as may be required by applicable law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.

Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance unless expressed as such, and should only be viewed as historical data.

Industry, Ranking and Market Data

Unless otherwise indicated, information contained in this Quarterly Report on Form 10-Q concerning our industry and the markets in which we operate, including our general expectations about our industry, market position, market opportunity and market sizes, is based on data from various sources including internal data and estimates as well as third-party sources widely available to the public, such as independent industry publications, government publications, reports by market research firms or other published independent sources and on our assumptions based on that data and other similar sources. We did not fund and are not otherwise affiliated with the third-party sources that we cite. Industry publications and other published sources generally state that the information contained therein has been obtained from third-party sources believed to be reliable. Internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and management’s understanding of industry conditions, and such information has not been verified by any independent sources. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we generally believe the market, industry and other information included in this Quarterly Report on Form 10-Q to be the most recently available and to be reliable, such information is inherently imprecise and we have not independently verified any third-party information or verified that more recent information is not available.

Our fiscal year ends on June 30. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year. For example, references to “fiscal 2026” refer to the fiscal year ending June 30, 2026. Any reference to a year not preceded by “fiscal” refers to a calendar year.

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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.

Recent Changes

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. While our long-term objectives remain focused on value creation, profitability, and growth, the Interim CEO is undertaking a comprehensive review of the business to assess opportunities to enhance performance, strengthen competitive positioning, and improve execution across key areas. As a result, no material changes to our strategy, capital allocation framework, or operational priorities have been finalized or approved. We expect to provide updates regarding any material strategic developments, initiatives, or changes, if and when they are determined, through future filings, earnings communications, or other public disclosures, as appropriate.

Global Economic Landscape and Business Impact

Our products are sold in approximately 123 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.

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, as well as fragrance mists, to our U.S. manufacturing site. Additional entry-level prestige fragrance products may be transferred to further optimize U.S. capacity.

In the short term, we are accelerating dual sourcing for all 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.

We currently estimate that our operating results will be impacted by approximately $33.0 in costs related to tariff increases, after mitigating actions, through the first quarter of fiscal 2027. Of this amount, approximately $28.0 is expected to be reflected in our fiscal 2026 operating results, with the remaining amount of approximately $5.0 expected to be reflected in the first quarter of fiscal 2027. In the first half of fiscal 2026, approximately $14.0 of net tariff costs are reflected in our operating results. 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.

Market Trends and Sales Performance

Fragrances: In the first half of fiscal 2026, net revenues from fragrances decreased by a low single-digit percentage compared to the prior-year period, reflecting a more promotional marketplace. Prestige fragrance trends improved; however, elevated promotional intensity during the holiday season and moderating category growth continued to weigh on net revenue performance. We continue to plan to leverage innovations and new launches, like the Boss Bottled Beyond launch, to unlock value in key markets like the U.S. market. Within our Consumer Beauty segment, we plan to streamline smaller lifestyle fragrance initiatives while amplifying key franchises. We also remain focused on strengthening sell-out and improving market share across priority markets.

Color Cosmetics: In the first half of fiscal 2026, net revenues from color cosmetics declined by a mid single-digit percentage versus the prior-year period. We have begun implementing a performance improvement plan designed to narrow the sell-out gap over time through sharper strategic priorities and more focused investment behind core brands and franchises. Prestige makeup declined by low single digits in the first half, reflecting softer category trends. We remain committed to

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strengthening execution across both mass and prestige, supported by targeted initiatives aimed at improving competitiveness and driving sustainable growth.

Skin and Body Care: In the first half of fiscal 2026, net revenues from skin and body care declined by a low single-digit percentage compared to the prior-year period, as competitive pricing actions and broader category dynamics in the Brazil body care market impacted net sales. We will focus on scalable and structurally profitable opportunities within skincare, while optimizing our mass body care exposure.

Geographic Regions: In the first half of fiscal 2026, compared to the prior-year period, net revenue in the Americas declined by a mid single-digit percentage, driven primarily by weak demand in the U.S. color cosmetics market. During the same period, net revenue in EMEA decreased by a low single-digit percentage, reflecting negative market trends across many European markets, and net revenue in Asia Pacific declined by a mid single-digit percentage.

Financial Outlook

We expect that our reported net revenue for the third quarter of fiscal 2026 will decline compared to the prior year, which includes an estimated low to mid-single digit percentage benefit from foreign exchange. We anticipate that our third quarter fiscal 2026 gross margin will be pressured as a result of lower net sales as well as the net impact from tariffs. We are re-accelerating our cost reduction efforts to deliver savings of approximately $80.0 in fiscal 2026.

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), 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/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

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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 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 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

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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 realized and unrealized gains and losses on the investment in Wella, as well as expenses related to potential or actual sales transactions reducing equity investments, as our management believes these 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. 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. 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 or Market Exit

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. There are no 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.

THREE MONTHS ENDED DECEMBER 31, 2025 AS COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2024

NET REVENUES

In the three months ended December 31, 2025, net revenues increased 1%, or $8.7, to $1,678.6 from $1,669.9 in the three months ended December 31, 2024, reflecting a increase in unit volume of 1% (primarily driven by body care brands — mainly in Brazil — which offset volume declines across other categories) and a positive foreign currency exchange translation impact of 4% (primarily driven by the weakening of the U.S. dollar versus the Euro), partially offset by negative price and mix impact of 4% (primarily driven by increased trade incentives related to prestige fragrances and greater sales of lower-priced body care products in Brazil). The overall increase in net revenues reflects sales growth in the Prestige segment. Within Consumer Beauty, sales declined primarily due to color cosmetics— primarily as a result of the negative performance of our brands in the United States market — and due to a deceleration of the overall mass fragrance market. Net revenues increased in EMEA, and decreased in the Americas and Asia Pacific regions.

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Net Revenues by Segment

	Three Months Ended<br>December 31,
(in millions)	2025		2024		Change %
NET REVENUES
Prestige	$	1,133.6	$	1,116.1	2	%
Consumer Beauty	545.0		553.8		(2)	%
Total	$	1,678.6	$	1,669.9	1	%

Prestige

In the three months ended December 31, 2025, net revenues from the Prestige segment increased 2%, or $17.5 to $1,133.6 compared to $1,116.1 in the three months ended December 31, 2024, reflecting a decrease in unit volume of 2% (primarily due to lower sales volume in prestige fragrances) and positive foreign currency exchange translation impact of 4% (primarily driven by the weakening of the U.S. dollar versus the Euro). The increase in net revenues primarily reflects:

•Prestige fragrance sales growth of $10.5, primarily driven by increased net sales from Gucci, supported by the strong innovation performance of Gucci Flora Gorgeous Gardenia Intense and Gucci Bloom Ambrosia D'oro. Net sales also increased for Kylie fragrances, benefiting from prior-year innovations and new launches. These gains were partially offset by declines in Calvin Klein, reflecting weaker sales in certain distribution channels;

•Prestige skincare sales growth of $4.3; and

•Prestige cosmetics sales growth of $2.7.

Consumer Beauty

In the three months ended December 31, 2025, net revenues from the Consumer Beauty segment decreased 2%, or $8.8, to $545.0 from $553.8 in the three months ended December 31, 2024, reflecting a negative price and mix impact of 7% (primarily driven by mass fragrance and color cosmetics), an increase in unit volume of 1%, partially 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 $12.0, primarily due to declines in sales across most markets led by the United States, and reflecting market share losses across major markets, driven by lower consumption across the category, which impacted net revenues from Covergirl; and

•Mass fragrance sales declines of $3.2.

These decreases were partially offset by:

•Mass skincare sales increases of $5.3; and

•Mass body care sales increases of $1.1.

COST OF SALES

In the three months ended December 31, 2025, cost of sales increased 9%, or $52.3, to $608.0 from $555.7 in the three months ended December 31, 2024. Cost of sales as a percentage of net revenues increased to 36.2% in the three months ended December 31, 2025 from 33.3% in the three months ended December 31, 2024, resulting in a gross margin decrease of approximately 290 basis points, primarily reflecting:

(i)approximately 160 basis points, primarily due to an increase in manufacturing and material costs as a percentage of net revenues;

(ii)approximately 70 basis points related to increased freight costs as a percentage of net revenues;

(iii)approximately 40 basis points related to increased designer license fees as a percentage of net revenues; and

(iv)approximately 30 basis points increase related to excess and obsolescence costs as a percentage of net revenues.

Gross margin was negatively impacted by higher discounts and promotions in the current period, which counterbalanced improvements in manufacturing efficiency, productivity, and procurement cost optimization. Tariffs also negatively impacted our gross margin during the current period.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

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In the three months ended December 31, 2025, selling, general and administrative expenses increased 6%, or $45.2, to $842.5 from $797.3 in the three months ended December 31, 2024. Selling, general and administrative expenses as a percentage of net revenues increased to 50.2% in the three months ended December 31, 2025 from 47.7% in the three months ended December 31, 2024, or approximately 250 basis points. This increase primarily reflects:

(i)80 basis points due to an early license termination in the current period;

(ii)50 basis points due to an increase in advertising and consumer promotional costs as a percentage of net revenues;

(iii)50 basis points due to an increase in operational accruals as a percentage of net revenues;

(iv)20 basis points due to an increase in fixed costs as a percentage of net revenues; and

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

OPERATING INCOME

In the three months ended December 31, 2025, operating income was $148.2 compared to income of $268.2 in the three months ended December 31, 2024. Operating income margin decreased to 8.8% in the three months ended December 31, 2025 as compared to operating income margin of 16.1% in the three months ended December 31, 2024. The decrease in operating margin is primarily driven by an increase in cost of goods sold (approximately 290 basis points), an increase in amortization expense as a percentage of net revenues (approximately 160 basis points), an unfavorable impact due to an early license termination as a percentage of net revenue (approximately 80 basis points), an increase in in advertising and consumer promotional costs as a percentage of net revenues (approximately 50 basis points), and an increase in operational accruals as a percentage of net revenues (approximately 50 basis points).

Operating Income (Loss) by Segment

	Three Months Ended<br>December 31,
(in millions)	2025		2024		Change %
Operating income (loss)
Prestige	$	181.9	$	222.3	(18)	%
Consumer Beauty	18.3		64.1		(71)	%
Corporate	(52.0)		(18.2)		<(100%)
Total	$	148.2	$	268.2	(45)	%

Prestige

In the three months ended December 31, 2025, operating income for Prestige was $181.9 compared to income of $222.3 in the three months ended December 31, 2024. Operating margin decreased to 16.0% of net revenues in the three months ended December 31, 2025 as compared to 19.9% in the three months ended December 31, 2024, driven by an increase in amortization expense as a percentage of net revenues (approximately 240 basis points), an increase in cost of goods sold as a percentage of net revenues (approximately 150 basis points), partially offset by a decrease in fixed costs as percentage of net revenue (approximately 60 basis points).

Consumer Beauty

In the three months ended December 31, 2025, operating income for Consumer Beauty was $18.3 compared to income of $64.1 in the three months ended December 31, 2024. Operating income margin decreased to 3.4% of net revenues in the three months ended December 31, 2025 as compared to operating income margin of 11.6% in the three months ended December 31, 2024, driven by an increase in cost of goods sold as a percentage of net revenues (approximately 540 basis points) driven by increased sales in Brazil of lower margin products, an increase in operational accruals as a percentage of net revenues (approximately 130 basis points), and an increase in advertising and consumer promotional costs as a percentage of net revenues (approximately 90 basis points).

Corporate

Corporate primarily includes income and 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.

In the three months ended December 31, 2025, the operating loss for Corporate was $52.0 compared to a loss of $18.2 in the three months ended December 31, 2024, as described under “Adjusted Operating Income for Coty Inc.” below. The increase in the operating loss for Corporate was primarily driven by costs of $19.7 related to an early license termination.

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Adjusted Operating Income (Loss) by Segment

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

	Three Months Ended December 31, 2025
(in millions)	Reported<br>(GAAP)		Adjustments (a)		Adjusted <br>(Non-GAAP)
Operating income
Prestige	$	181.9	$	65.0	$	246.9
Consumer Beauty	18.3		9.1		27.4
Corporate	(52.0)		52.0		—
Total	$	148.2	$	126.1	$	274.3
	Three Months Ended December 31, 2024
(in millions)	Reported<br>(GAAP)		Adjustments (a)		Adjusted <br>(Non-GAAP)
Operating income
Prestige	$	222.3	$	37.7	$	260.0
Consumer Beauty	64.1		9.6		73.7
Corporate	(18.2)		18.2		—
Total	$	268.2	$	65.5	$	333.7

(a)See a reconciliation of reported net income to operating income (loss) to adjusted operating income (loss) 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 (Loss) 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, indefinite-lived intangible assets, and finite-lived intangible assets, which are reflected in the Prestige and Consumer Beauty segments.

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Net (Loss) Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.

We believe that adjusted operating income further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” Reconciliation of reported net income to adjusted operating income and adjusted EBITDA is presented below:

	Three Months Ended<br>December 31,
(in millions)	2025			2024			Change %
Net (loss) income	$	(116.2)		$	30.6		<(100%)
Net income margin	(6.9)		%	1.8		%
(Benefit) provision for income taxes	(52.4)			26.0			<(100%)
(Loss) Income before income taxes	$	(168.6)		$	56.6		<(100%)
Interest expense, net	41.4			54.4			(24)	%
Other expense, net	275.4			157.2			75	%
Reported operating income	$	148.2		$	268.2		(45)	%
Reported operating income margin	8.8		%	16.1		%
Amortization expense	74.1			47.3			57	%
Restructuring and other business realignment costs	14.3			2.7			>100%
Stock-based compensation	18.0			15.5			16	%
Early license termination	19.7			—			N/A
Total adjustments to reported operating income	$	126.1		$	65.5		93	%
Adjusted operating income	$	274.3		$	333.7		(18)	%
Adjusted operating income margin	16.3		%	20.0		%
Adjusted depreciation	55.9			57.0			(2)	%
Adjusted EBITDA	$	330.2		$	390.7		(15)	%
Adjusted EBITDA margin	19.7		%	23.4		%

In the three months ended December 31, 2025, adjusted operating income decreased $59.4 to $274.3 from $333.7 in the three months ended December 31, 2024. Adjusted operating margin decreased to 16.3% of net revenues in the three months ended December 31, 2025 from 20.0% in the three months ended December 31, 2024. In the three months ended December 31, 2025, adjusted EBITDA decreased $60.5 to $330.2 from $390.7 in the three months ended December 31, 2024. Adjusted EBITDA margin decreased to 19.7% of net revenues in the three months ended December 31, 2025 from 23.4% in the three months ended December 31, 2024.

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

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

	Three Months Ended<br>December 31,
(in millions)	2025			2024			Change %
Reported operating income	$	181.9		$	222.3		(18)	%
Reported operating income margin	16.0		%	19.9		%
Amortization expense	65.0			37.7			72	%
Total adjustments to reported operating income	$	65.0		$	37.7		72	%
Adjusted operating income	$	246.9		$	260.0		(5)	%
Adjusted operating income margin	21.8		%	23.3		%
Adjusted depreciation	27.9			28.2			(1)	%
Adjusted EBITDA	$	274.8		$	288.2		(5)	%
Adjusted EBITDA margin	24.2		%	25.8		%

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

	Three Months Ended<br>December 31,
(in millions)	2025			2024			Change %
Reported operating income	$	18.3		$	64.1		(71)	%
Reported operating income margin	3.4		%	11.6		%
Amortization expense	9.1			9.6			(5)	%
Total adjustments to reported operating income	$	9.1		$	9.6		(5)	%
Adjusted operating income	$	27.4		$	73.7		(63)	%
Adjusted operating income margin	5.0		%	13.3		%
Adjusted depreciation	28.0			28.8			(3)	%
Adjusted EBITDA	$	55.4		$	102.5		(46)	%
Adjusted EBITDA margin	10.2		%	18.5		%

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

	Three Months Ended<br>December 31,
(in millions)	2025		2024		Change %
Reported operating loss	$	(52.0)	$	(18.2)	<(100%)
Reported operating loss margin	N/A		N/A
Restructuring and other business realignment costs	14.3		2.7		>100%
Stock-based compensation	18.0		15.5		16	%
Early license termination	19.7		—		N/A
Total adjustments to reported operating income	$	52.0	$	18.2	>100%
Adjusted operating loss	$	—	$	—	N/A
Adjusted operating income margin	N/A		N/A
Adjusted depreciation	—		—		N/A
Adjusted EBITDA	$	—	$	—	N/A
Adjusted EBITDA margin	N/A		N/A

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Amortization Expense

In the three months ended December 31, 2025, amortization expense increased to $74.1 from $47.3 in the three months ended December 31, 2024. The increase was primarily driven by accelerated amortization related to a brand license. In the three months ended December 31, 2025, amortization expense of $65.0 and $9.1 was reported in the Prestige and Consumer Beauty segments, respectively. In the three months ended December 31, 2024, amortization expense of $37.7 and $9.6 was reported in the Prestige and Consumer Beauty segments, respectively.

Restructuring and Other Business Realignment Costs

We incurred approximately $15.0 of cash costs life-to-date related to our previously announced Fixed Cost Reduction Plan as of December 31, 2025, which have been recorded in Corporate.

In the three months ended December 31, 2025, we incurred restructuring and other business structure realignment costs of $14.3 as follows:

•We incurred Restructuring costs of $5.8, which is included in the Condensed Consolidated Statements of Operations; and

•We incurred business structure realignment costs of $8.5, which is reported in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

In the three months ended December 31, 2024, we incurred restructuring and other business structure realignment costs of $2.7, as follows:

•We incurred in Restructuring costs of $1.4, primarily related to the Restructuring Actions, included in the Condensed Consolidated Statements of Operations; and

•We incurred business structure realignment costs of $1.3, which is reported in Cost of sales in the Condensed Consolidated Statements of Operations.

Stock-Based Compensation

In the three months ended December 31, 2025, stock-based compensation was $18.0 as compared with $15.5 in the three months ended December 31, 2024.

Early License Termination

In the three months ended December 31, 2025, we incurred costs related to the early termination of a license of $19.7, of which $6.7 is reported in Costs of Sales, and $13.0 is reported in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

In the three months ended December 31, 2024, we incurred no costs related to the early termination of a license.

Adjusted Depreciation Expense

In the three months ended December 31, 2025, adjusted depreciation expense of $27.9 and $28.0 was reported in the Prestige and Consumer Beauty segments, respectively. In the three months ended December 31, 2024, adjusted depreciation expense of $28.2 and $28.8 was reported in the Prestige and Consumer Beauty segments, respectively.

INTEREST EXPENSE, NET

In the three months ended December 31, 2025, net interest expense was $41.4 as compared with $54.4 in the three months ended December 31, 2024. The decrease in interest expense is primarily due to foreign exchange gains as compared to losses in the prior year, as well as due to lower average interest rates primarily reflecting positive impact from cross-currency swaps in reducing interest expense.

OTHER EXPENSE

In the three months ended December 31, 2025, other expense was $275.4 as compared with other expense of $157.2 in the three months ended December 31, 2024. The increase in Other expense of $118.2 is primarily due to loss on sale of equity investments of $201.9 partially offset by lower net losses on forward repurchase contracts of $75.6 compared to the prior year period.

INCOME TAXES

The effective income tax rate for the three months ended December 31, 2025 and 2024 was 31.1% and 45.9%, respectively. The decrease in the effective tax rate was primarily attributable to the release of uncertain tax positions in the current period and a higher limitation on the deductibility of interest expense in the prior period.

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The effective tax rate of 45.9% in the three months ended December 31, 2024 was higher than the statutory tax rate of 21% primarily due to the limitation on the deductibility of executive stock compensation and the limitation on the deductibility of interest expense as well as the impact of fair value losses related to the investment in Wella taxed at a rate below the statutory rate of 21%.

The effective income tax rates vary from the U.S. federal statutory rate of 21% due to the effect of (i) jurisdictions with different statutory rates, including impacts of rate changes, (ii) adjustments to the Company’s unrealized tax benefits (“UTBs”) 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 Income Before Income Taxes to Adjusted Income Before Income Taxes and Effective Tax Rates:

	Three Months Ended<br>December 31, 2025						Three Months Ended<br>December 31, 2024
(in millions)	Income Before Income Taxes		Provision for Income Taxes		Effective Tax Rate		Income Before Income Taxes		Provision for Income Taxes		Effective Tax Rate
Reported (loss) income before income taxes	$	(168.6)	$	(52.4)	31.1	%	$	56.6	$	26.0	45.9	%
Adjustments to reported operating income (a)	126.1						65.5
Realized/unrealized loss on investment in Wella Company (c)	201.9						32.0
Other adjustments (d)	(0.7)						(0.1)
Total Adjustments (b)	327.3		79.0				97.4		17.3
Adjusted income before income taxes	$	158.7	$	26.6	16.8	%	$	154.0	$	43.3	28.1	%

(a)See a description of adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA 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 expense/provision for adjusted income. In preparing the calculation, each adjustment to reported 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.

(c)For the three months ended December 31, 2025, this primarily represents the realized loss on the sale of the investment in Wella. For the three months ended December 31, 2024, this primarily represents unrealized loss recognized for the change in fair value of the investment in Wella.

(d)For the three months ended December 31, 2025, this primarily represents recovery of previously written-off non-income tax credits and the amortization of basis differences in certain equity method investments. For the three months ended December 31, 2024, this primarily represents recovery of previously written-off non-income tax credits and the amortization of basis differences in certain equity method investments.

The adjusted effective tax rate was 16.8% for the three months ended December 31, 2025 compared to 28.1% for the three months ended December 31, 2024. The difference is primarily due to the release of uncertain tax positions in the current period and a higher limitation on the deductibility of interest expense in the prior period.

NET (LOSS) INCOME ATTRIBUTABLE TO COTY INC.

Net loss attributable to Coty Inc. was $123.6 in the three months ended December 31, 2025 as compared to net income of $23.7 in the three months ended December 31, 2024. The net loss was primarily driven by the realized loss on the sale of the Wella investment of $201.9, lower gross profit of $43.6, an increase in selling, general, and administrative expenses of $45.2, an increase in amortization expense of $26.8, partially offset by an increase in the benefit for income taxes of $78.4, and lower interest expense of $13.0 in the current period.

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

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	Three Months Ended<br>December 31,
(in millions)	2025			2024			Change %
Net (loss) income attributable to Coty Inc.	$	(123.6)		$	23.7		<(100%)
Convertible Series B Preferred Stock dividends (a)	(3.3)			(3.3)			—	%
Reported net (loss) income attributable to common stockholders	$	(126.9)		$	20.4		<(100%)
% of net revenues	(7.6)		%	1.2		%
Adjustments to reported operating income (b)	126.1			65.5			93	%
Realized/unrealized loss on investment in Wella Company (c)	201.9			32.0			>100%
Adjustment to other expense (d)	(0.7)			(0.1)			<(100%)
Adjustments to noncontrolling interests (e)	(1.7)			(1.7)			—	%
Change in tax provision due to adjustments to reported net income attributable to Coty Inc.	(79.0)			(17.3)			<(100%)
Adjusted net income attributable to Coty Inc.	$	119.7		$	98.8		21	%
% of net revenues	7.1		%	5.9		%
Per Share Data
Adjusted weighted-average common shares
Basic	876.8			871.4
Diluted (a)	878.6			875.2
Adjusted net income attributable to Coty Inc. per common share
Basic	$	0.14		$	0.11
Diluted (a)	$	0.14		$	0.11

(a)Adjusted Diluted EPS is adjusted by the effect of dilutive securities. For the three months ended December 31, 2025 and 2024, no dilutive shares of the Forward Repurchase Contracts were included in the computation of adjusted diluted EPS as their inclusion would be anti-dilutive. Accordingly, we did not reverse the impact of the fair market value losses for contracts with the option to settle in shares or cash of $38.6 and $96.5, respectively. For the three months ended December 31, 2025 and 2024, Convertible Series B Preferred Stock (23.7 million weighted average dilutive shares) was anti-dilutive. Accordingly, we excluded these shares from the diluted shares and did not adjust the earnings for the related dividend of $3.3, respectively.

(b)See a description of adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc."

(c)For the three months ended December 31, 2025, this primarily represents the realized loss on the sale of the investment in Wella. For the three months ended December 31, 2024, this represents unrealized loss recognized for the change in fair value of the investment in Wella.

(e)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 Condensed Consolidated Statements of Operations.

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SIX MONTHS ENDED DECEMBER 31, 2025 AS COMPARED TO SIX MONTHS ENDED DECEMBER 31, 2024

NET REVENUES

In the six months ended December 31, 2025, net revenues decreased 3%, or $85.6, to $3,255.8 from $3,341.4 in the six months ended December 31, 2024, reflecting a decrease in unit volume of 4% (primarily due to color cosmetics from Covergirl as a result of negative market trends in the United States) and a negative price and mix impact of 1% (primarily due to increased price competition in Brazil), partially offset by a positive foreign currency exchange translation impact of 3% (primarily driven by the weakening of the U.S. dollar versus the Brazilian Real and the Euro). The overall decrease in net revenues reflects declines within both Consumer Beauty and Prestige. Declines within Consumer Beauty are primarily driven by negative market trends in color cosmetics in the United States and in some European markets. The decline can also be attributed to mass body care in Brazil — primarily due to competitive pricing action in the Brazilian deodorant market. Declines in Prestige are primarily driven by Prestige fragrances as a result of reduced certain distribution channel sales. These declines were partially offset by growth in our Prestige and mass skincare categories. Net revenues declined across all regions despite growth in Asia travel retail. Digital and e-commerce channel sales declines also contributed to the decrease in net revenues.

Net Revenues by Segment

	Six Months Ended<br>December 31,
(in millions)	2025		2024		Change %
NET REVENUES
Prestige	$	2,203.1	$	2,230.2	(1)	%
Consumer Beauty	1,052.7		1,111.2		(5)	%
Total	$	3,255.8	$	3,341.4	(3)	%

Prestige

In the six months ended December 31, 2025, net revenues from the Prestige segment decreased 1%, or $27.1, to $2,203.1 from $2,230.2 in the six months ended December 31, 2024, reflecting a decrease in unit volume of 4% (primarily due to negative performance for Prestige cosmetics and skincare brands), partially offset by a positive foreign currency exchange translation impact of 3%. The decrease in net revenues primarily reflects:

•Prestige fragrance sales declined by $28.3 million, primarily due to decreases in Calvin Klein and Davidoff as a result of reduced certain distribution channel sales. 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 by Kylie fragrances, which benefited from successful innovations in both the current and prior year; and

•Prestige cosmetic sales declines of $1.1.

These decreases were partially offset by:

•Prestige skincare sales growth of $2.3.

Consumer Beauty

In the six months ended December 31, 2025, net revenues from the Consumer Beauty segment decreased 5%, or $58.5, to $1,052.7 from $1,111.2 in the six months ended December 31, 2024, reflecting a positive foreign currency exchange translation impact of 3% (primarily driven by the weakening of the U.S. dollar versus the Brazilian Real and the Euro), a negative price and mix impact of 4% (primarily driven by mass fragrance) and a decrease in unit volume of 4% (primarily due to negative performance of color cosmetics). The decrease in net revenues primarily reflects:

•Color cosmetics sales declines of $30.7, 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;

•Mass fragrance sales decline of $21.6, primarily due to a deceleration of the overall mass fragrance market, including the expiration of a license agreement; and

•Mass body care sales declines of $8.1, primarily due to declines in sales volumes from adidas and Monange in Brazil due to competitive pricing action in the deodorant market.

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These decreases were partially offset by:

•Mass skincare sales growth of $1.9.

COST OF SALES

In the six months ended December 31, 2025, cost of sales increased 3%, or $35.8, to $1,168.4 from $1,132.6 in the six months ended December 31, 2024. Cost of sales as a percentage of net revenues increased to 35.9% in the six months ended December 31, 2025 from 33.9% in the six months ended December 31, 2024 resulting in a gross margin decrease of approximately 200 basis points primarily reflecting:

(i)approximately 110 basis points related to an increase in manufacturing and material costs as a percentage of net revenues; and

(ii)approximately 50 basis points related to increased freight costs as a percentage of net revenues.

(iii)approximately 20 basis points related to increased designer license fees as a percentage of net revenues; and

(iv)approximately 20 basis points increase related to excess and obsolescence costs, as a percentage of net revenues.

This decrease in gross margin was driven by lower net revenues in the current period—reflecting higher discounts and promotions. 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. Tariffs also negatively impacted our gross margin during the current period.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

In the six months ended December 31, 2025, selling, general and administrative expenses increased $30.7, to $1,636.0 from $1,605.3 in the six months ended December 31, 2024. Selling, general and administrative expenses as a percentage of net revenues increased to 50.2% in the six months ended December 31, 2025 from 48.0% in the six months ended December 31, 2024, or approximately 220 basis points. This increase was primarily due to:

(i)80 basis points due to an increase in advertising and consumer promotional costs as a percentage of net revenues;

(ii)40 basis points due to an increase in fixed costs as a percentage of net revenues;

(iii)40 basis points due to an early license termination as a percentage of net revenues; and

(iv)30 basis points due to an increase in operational accruals as a percentage of net revenues.

OPERATING INCOME

In the six months ended December 31, 2025, operating income was $333.2 compared to income of $506.0 in the six months ended December 31, 2024. Operating margin as a percentage of net revenues, decreased to 10.2% in the six months ended December 31, 2025 as compared to an operating margin of 15.1% in the six months ended December 31, 2024. The decrease in operating margin is largely driven by an increase in cost of goods sold (approximately 200 basis points), an increase in advertising and consumer promotional costs as a percentage of net revenues (approximately 80 basis points), an increase in amortization expense as a percentage of net revenues (approximately 60 basis points), and an increase in fixed costs as a percentage of net revenues (approximately 40 basis points).

Operating Income (Loss) by Segment

	Six Months Ended<br>December 31,
(in millions)	2025		2024		Change %
Operating income (loss)
Prestige	$	390.8	$	463.8	(16)	%
Consumer Beauty	10.6		78.1		(86)	%
Corporate	(68.2)		(35.9)		(90)	%
Total	$	333.2	$	506.0	(34)	%

Prestige

In the six months ended December 31, 2025, operating income for Prestige was $390.8 compared to income of $463.8 in the six months ended December 31, 2024. Operating margin decreased to 17.7% of net revenues in the six months ended

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December 31, 2025 as compared to 20.8% in the six months ended December 31, 2024, driven primarily by higher cost of goods sold as a percentage of net revenues (approximately 100 basis points), increased advertising and consumer promotional expense as a percentage of net revenues (approximately 100 basis points), and increased amortization expense as a percentage of net revenues (approximately 90 basis points).

Consumer Beauty

In the six months ended December 31, 2025, operating income for Consumer Beauty was $10.6 compared to income of $78.1 in the six months ended December 31, 2024. Operating margin decreased to 1.0% of net revenues in the six months ended December 31, 2025 as compared to 7.0% in the six months ended December 31, 2024, driven by higher cost of goods sold as a percentage of revenues (approximately 400 basis points) driven by increased sales in Brazil of lower margin products, 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 80 basis points). Our Consumer Beauty operating income 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 corporate expenses not directly related 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.

In the six months ended December 31, 2025, the operating loss for Corporate was $68.2 compared to a loss of $35.9 in the six months ended December 31, 2024, as described under “Adjusted Operating Income for Coty Inc.” below. The increase in the operating loss for Corporate was primarily driven by costs of $19.7 related to an early license termination.

Adjusted Operating Income by Segment

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

	Six Months Ended December 31, 2025
(in millions)	Reported<br>(GAAP)		Adjustments (a)		Adjusted <br>(Non-GAAP)
Operating income
Prestige	390.8		$	95.1	$	485.9
Consumer Beauty	10.6		18.3		28.9
Corporate	(68.2)		68.2		—
Total	$	333.2	$	181.6	$	514.8
	Six Months Ended December 31, 2024
---	---	---	---	---	---	---
(in millions)	Reported<br>(GAAP)		Adjustments (a)		Adjusted <br>(Non-GAAP)
Operating income
Prestige	463.8		$	75.9	$	539.7
Consumer Beauty	78.1		19.5		97.6
Corporate	(35.9)		35.9		—
Total	$	506.0	$	131.3	$	637.3

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

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

	Six Months Ended<br>December 31,
(in millions)	2025			2024			Change %
Net (loss) income	$	(42.2)		$	121.3		<(100%)
Net (loss) income margin	(1.3)		%	3.6		%
(Benefit) Provision for income taxes	(19.3)			68.0			<(100%)
(Loss) Income before income taxes	$	(61.5)		$	189.3		<(100%)
Interest expense, net	88.0			116.2			(24)	%
Other expense, net	306.7			200.5			53	%
Reported operating income	$	333.2		$	506.0		(34)	%
Reported operating income margin	10.2		%	15.1		%
Amortization expense	113.4			95.4			19	%
Restructuring and other business realignment costs	16.1			3.4			>100%
Stock-based compensation	32.4			32.5			—	%
Early license termination	19.7			—			N/A
Total adjustments to reported operating income	$	181.6		$	131.3		38	%
Adjusted operating income	$	514.8		$	637.3		(19)	%
Adjusted operating income margin	15.8		%	19.1		%
Adjusted depreciation	111.5			113.5			(2)	%
Adjusted EBITDA	$	626.3		$	750.8		(17)	%
Adjusted EBITDA margin	19.2		%	22.5		%

In the six months ended December 31, 2025, adjusted operating income decreased $122.5, to $514.8 from $637.3 in the six months ended December 31, 2024. Adjusted operating margin decreased to 15.8% of net revenues in the six months ended December 31, 2025 from 19.1% in the six months ended December 31, 2024. In the six months ended December 31, 2025, adjusted EBITDA decreased $124.5 to $626.3 from $750.8 in the six months ended December 31, 2024. Adjusted EBITDA margin decreased to 19.2% of net revenues in the six months ended December 31, 2025 from 22.5% in the six months ended December 31, 2024.

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

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

	Six Months Ended<br>December 31,
(in millions)	2025			2024			Change %
Reported operating income	390.8			463.8			(16)	%
Reported operating income margin	17.7		%	20.8		%
Amortization expense	95.1			75.9			25	%
Total adjustments to reported operating income	$	95.1		$	75.9		25	%
Adjusted operating income	$	485.9		$	539.7		(10)	%
Adjusted operating income margin	22.1		%	24.2		%
Adjusted depreciation	56.6			56.1			1	%
Adjusted EBITDA	$	542.5		$	595.8		(9)	%
Adjusted EBITDA margin	24.6		%	26.7		%

Operating Income, Adjusted Operating Income and Adjusted EBITDA - Consumer Beauty Segment

	Six Months Ended<br>December 31,
(in millions)	2025			2024			Change %
Reported operating income	10.6			78.1			(86)	%
Reported operating income margin	1.0		%	7.0		%
Amortization expense	18.3			19.5			(6)	%
Total adjustments to reported operating income	$	18.3		$	19.5		(6)	%
Adjusted operating income	$	28.9		$	97.6		(70)	%
Adjusted operating income margin	2.7		%	8.8		%
Adjusted depreciation	54.9			57.4			(4)	%
Adjusted EBITDA	$	83.8		$	155.0		(46)	%
Adjusted EBITDA margin	8.0		%	13.9		%

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

	Six Months Ended<br>December 31,
(in millions)	2025		2024		Change %
Reported operating loss	$	(68.2)	$	(35.9)	(90)	%
Reported operating loss margin	N/A		N/A
Restructuring and other business realignment costs	16.1		3.4		>100%
Stock-based compensation	32.4		32.5		—	%
Early license termination and market exit costs	19.7		—		N/A
Total adjustments to reported operating income	$	68.2	$	35.9	90	%
Adjusted operating income	$	—	$	—	N/A
Adjusted operating income margin	N/A		N/A
Adjusted depreciation	—		—		N/A
Adjusted EBITDA	$	—	$	—	N/A
Adjusted EBITDA margin	N/A		N/A

Amortization Expense

In the six months ended December 31, 2025, amortization expense increased to $113.4 from $95.4 in the six months ended December 31, 2024. 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 the six months ended December 31, 2025, amortization expense of $95.1 and $18.3 was reported in the Prestige and Consumer Beauty segments, respectively. In the six months ended December 31, 2024, amortization expense of $75.9 and $19.5 was reported in the Prestige and Consumer Beauty segments, respectively.

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Restructuring and Other Business Realignment Costs

We incurred approximately $15.0 of cash costs life-to-date related to our previously announced Fixed Cost Reduction Plan as of December 31, 2025, which have been recorded in Corporate.

In the six months ended December 31, 2025, we incurred restructuring and other business structure realignment costs of $16.1 as follows:

•We incurred restructuring costs of $4.8, which is included in the Condensed Consolidated Statements of Operations; and

•We incurred business structure realignment costs of $11.3 which is reported in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

In the six months ended December 31, 2024, we incurred restructuring and other business structure realignment costs of $3.4, as follows:

•We incurred Restructuring costs of $2.1 primarily related to the Restructuring Actions, included in the Condensed Consolidated Statements of Operations; and

•We incurred business structure realignment costs of $1.3 which is reported in Cost of Sales in the Condensed Consolidated Statement of Operations.

Stock-based compensation

In the six months ended December 31, 2025, stock-based compensation was $32.4 as compared with $32.5 in the six months ended December 31, 2024.

Early License Termination

In the six months ended December 31, 2025, we incurred costs related to the early termination of a license of $19.7, of which $6.7 is reported in costs of sales, and $13.0 is reported in selling, general and administrative expenses.

In the six months ended December 31, 2024, we incurred no costs related to the early termination of a license.

Adjusted Depreciation Expense

In the six months ended December 31, 2025, adjusted depreciation expense of $56.6 and $54.9 was reported in the Prestige and Consumer Beauty segments, respectively. In the six months ended December 31, 2024, adjusted depreciation expense of $56.1 and $57.4 was reported in the Prestige and Consumer Beauty segments, respectively.

INTEREST EXPENSE, NET

In the six months ended December 31, 2025, net interest expense was $88.0 as compared with $116.2 in the six months ended December 31, 2024. This decrease is primarily due to lower average interest rates primarily reflecting positive impact from cross-currency swaps in reducing interest expense, as well as due to gains on foreign exchange forward contracts on the Euro as compared to losses in the prior year.

OTHER EXPENSE

In the six months ended December 31, 2025, other expense was $306.7 as compared to other expense of $200.5 in the six months ended December 31, 2024. The increase in Other expense of $106.2 is primarily due to a net loss on sale of equity investments of $201.9 partially offset by lower net losses on forward repurchase contracts of $83.1 compared to the prior year period.

INCOME TAXES

The effective income tax rate for the six months ended December 31, 2025 and 2024 was 31.4% and 35.9%, respectively. The decrease in the effective rate is primarily attributable to the release of uncertain tax positions in the current period and a higher limitation on the deductibility of interest expense in the prior period.

The effective tax rate of 31.4% for the six months ended December 31, 2025 was higher than the statutory tax rate of 21% primarily due to the limitation on the deductibility of interest expense and executive stock compensation, partially offset by the benefit recognized on the Company's sale of its remaining interest in Wella and the release of uncertain tax positions.

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The effective income tax rates vary from the U.S. federal statutory rate of 21% due to the effect of: (i) jurisdictions with different statutory rates, including impacts of rate changes, (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 Income Before Income Taxes to Adjusted Income Before Income Taxes and Effective Tax Rates:

	Six Months Ended<br>December 31, 2025						Six Months Ended<br>December 31, 2024
(in millions)	Income Before Income Taxes		Provision for Income Taxes		Effective Tax Rate		Income Before Income Taxes		Provision<br> for Income Taxes		Effective<br>Tax Rate
Reported (loss) income before income taxes	$	(61.5)	$	(19.3)	31.4	%	$	189.3	$	68.0	35.9	%
Other adjustments to reported operating income (a)	181.6						131.3
Realized/unrealized loss on investment in Wella Company (c)	200.9						32.0
Other adjustments (d)	(0.7)						(0.4)
Total Adjustments (b)	381.8		90.3				162.9		32.6
Adjusted income before income taxes	$	320.3	$	71.0	22.2	%	$	352.2	$	100.6	28.6	%

(a)See a description of adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.”

(c)For the six months ended December 31, 2025, this primarily represents the realized loss on the sale of the investment in Wella. For the six months ended December 31, 2024, this primarily represents unrealized loss recognized for the change in fair value of the investment in Wella.

(d)For the six months ended December 31, 2025, this primarily represents recovery of previously written-off non-income tax credits and the amortization of basis differences in certain equity method investments. For the six months ended December 31, 2024, this primarily represents recovery of previously written-off non-income tax credits and the amortization of basis differences in certain equity method investments.

The adjusted effective tax rate was 22.2% for the six months ended December 31, 2025 compared to 28.6% for the six months ended December 31, 2024. The difference is primarily due to the release of uncertain tax positions in the current period and a higher limitation on the deductibility of interest expense in the prior period.

NET (LOSS) INCOME ATTRIBUTABLE TO COTY INC.

Net loss attributable to Coty Inc. was $55.7 in the six months ended December 31, 2025, as compared to net income of $106.6 in the six months ended December 31, 2024. This increase in net loss was primarily driven by the realized loss on the sale of Wella of $200.9, lower gross profit of $121.4, an increase in selling, general, and administrative expense of $30.7, and an increase in amortization $18.0, partially offset by an increase in benefit for income taxes of $87.3 and lower interest expense of $28.2.

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

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	Six Months Ended<br>December 31,
(in millions)	2025			2024			Change %
Net (loss) income attributable to Coty Inc.	(55.7)			106.6			<(100%)
Convertible Series B Preferred Stock dividends (a)	(6.6)			(6.6)			—	%
Reported net (loss) income attributable to common stockholders	(62.3)			100.0			<(100%)
% of net revenues	(1.9)		%	3.0		%
Adjustments to reported operating income (b)	181.6			131.3			38	%
Realized/unrealized loss on investment in Wella Company (c)	200.9			32.0			>100%
Adjustment to other expense (d)	(0.7)			(0.4)			(75)	%
Adjustments to noncontrolling interests (e)	(3.5)			(3.4)			(3)	%
Change in tax provision due to adjustments to reported net income attributable to Coty Inc.	(90.3)			(32.6)			<(100%)
Adjusted net income attributable to Coty Inc.	225.7			226.9			(1)	%
% of net revenues	6.9		%	6.8		%
Per Share Data
Adjusted weighted-average common shares
Basic	874.8			869.6
Diluted (a)	877.5			875.2
Adjusted net income attributable to Coty Inc. per common share
Basic	$	0.26		$	0.26
Diluted (a)	$	0.26		$	0.26

(a)Adjusted Diluted EPS is adjusted by the effect of dilutive securities. For the six months ended December 31, 2025 and 2024, no dilutive shares of the Forward Repurchase Contracts were included in the computation of adjusted diluted EPS as their inclusion would be antidilutive. Accordingly, we did not reverse the impact of the fair market value losses/(gains) for contracts with the option to settle in shares or cash of $65.1 and $128.8, respectively. For the six months ended December 31, 2025 and 2024, Convertible Series B Preferred Stock (23.7 million weighted average dilutive shares) were anti-dilutive. Accordingly, we excluded these shares from the diluted shares and did not adjust the earnings for the related dividend of $6.6, respectively.

(b)See a description of adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.”

(c)For the six months ended December 31, 2025, this primarily represents the realized loss on the sale of the investment in Wella. For the six months ended December 31, 2024, this represents unrealized loss recognized for the change in fair value of the investment in Wella.

(d)For the six months ended December 31, 2025, this primarily represents recovery of previously written-off non-income tax credits and the amortization of basis differences in certain equity method investments. For the six months ended December 31, 2024, this primarily represents previously written-off non-income tax credits and the amortization of basis differences in certain equity method investments

(e)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 Condensed Consolidated Statements of Operations.

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 and factoring of trade receivables from time-to-time, may also impact the timing and amount of our operating cash flows.

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We remain focused on deleveraging our balance sheet using cash flows generated from our operations. 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.

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 $33.0 in costs related to tariff increases, after mitigating actions, through the first quarter of fiscal 2027. Of this amount, approximately $28.0 is expected to be reflected in our fiscal 2026 operating results, with the remaining amount of approximately $5.0 expected to be reflected in the first quarter of fiscal 2027. In the first half months of fiscal 2026, approximately $14.0 of net tariff costs are reflected in our operating results. 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, roughly evenly split between fiscal 2026 and fiscal 2027. We incurred approximately $15.0 of cash costs life-to-date as of December 31, 2025, which have been recorded in Corporate.

Debt Financing

We have been actively taking steps to reduce our leverage and optimize the maturity profile of our debt. As part of these ongoing efforts, we plan to continue pursuing opportunities, which may include refinancing existing debt, issuing new notes, and redeeming or repurchasing outstanding debt with near-term maturities, from time to time as market conditions permit.

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. Refer to Note 9 — Debt.

We have taken action to reduce variability in our interest payments including paying down variable interest rate debt and issuing fixed rate bonds. While our revolving credit facility, which we draw on from time to time, is subject to variable interest rates, all of our non-revolving credit facility long-term debt outstanding as of December 31, 2025 is fixed rate debt.

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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 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 $85.6.

Reductions in the price of Coty’s Class A Common Stock during the six months ended December 31, 2025 triggered additional payments under our remaining forward repurchase contracts. During the six months ended December 31, 2025, the Company paid Hedge Valuation Adjustments in connection with its forward repurchase contracts of $53.9 in August 2025, $13.7 in November 2025, and $10.1 in December 2025. This resulted in a downward adjustment to the initial price at acquisition for these forward repurchase contracts. Future reductions in the price of Coty’s Class A Common Stock may trigger additional payments under our remaining forward repurchase contracts.

See Footnote 13—Equity 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 $229.8 and $211.8 as of December 31, 2025 and June 30, 2025, respectively. The aggregate amount of trade receivable invoices factored on a worldwide basis amounted to $777.8 and $784.5 during the six months ended December 31, 2025 and 2024, respectively.

Cash Flows

	Six Months Ended<br>December 31,
	2025		2024
Condensed Consolidated Statements of Cash Flows Data:<br>(in millions)
Net cash provided by operating activities	$	624.9	$	531.9
Net cash provided by (used in) investing activities	658.7		(108.2)
Net cash used in financing activities	(1,106.5)		(461.3)

Net cash provided by operating activities

Net cash provided by operating activities was $624.9 and $531.9 for the six months ended December 31, 2025 and 2024, respectively. The increase in cash provided by operating activities of $93.0 was primarily driven by a net inflow from changes in 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 and an increase in inflows from accruals related to trade incentives and phasing of payments in Accounts payable and accrued expenses.

Net cash provided by (used in) investing activities

Net cash provided by (used in) investing activities was $658.7 and $(108.2) for the six months ended December 31, 2025 and 2024, respectively. The decrease in cash used in investing activities of $766.9 was primarily driven by the proceeds from the sale of our remaining equity investment in Wella, combined with a decrease in capital expenditures for computer-related software and marketing furniture. This was partially offset by lower cash collections of contingent consideration related to the sale of a discontinued business.

Net cash used in financing activities

Net cash used in financing activities during the six months ended December 31, 2025 and 2024 was $1,106.5 and $461.3, respectively. The increase in cash used in financing activities of $645.2 was driven by debt-related activities and increased payments associated with hedge valuation adjustments on forward repurchase contracts. The increase in cash used for debt-related activities reflected lower borrowings and higher repayments under the Company's revolving credit facility, as well as higher repayments of Senior Secured Notes using proceeds from the issuance of a new Senior Note and proceeds from the sale

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of the equity investment. In addition, cash used in financing activities increased due to higher payments for deferred financing fees and premium on bond settlement.

Dividends

On April 29, 2020, the Board 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.

For additional information on our dividends, see Note 13—Equity and Convertible Preferred Stock in the notes to our Condensed Consolidated Financial Statements.

Treasury Stock - Share Repurchase Program

For information on our Share Repurchase Program, see Note 13—Equity and Convertible Preferred Stock in the notes to our Condensed Consolidated Financial Statements.

Commitments and Contingencies

See Note 16—Redeemable Noncontrolling Interests in the notes to our Condensed Consolidated Financial Statements for information on our subsidiary in the Middle East.

Legal Contingencies

For information on our litigation matters and Brazilian tax assessments, see Note 17—Commitments and Contingencies in the notes to our Condensed Consolidated Financial Statements. In relation to the appeal of our Brazilian tax assessments, we have entered into surety bonds of R$1,088.9 million (approximately $198.7) as of December 31, 2025.

Off-Balance Sheet Arrangements

We had undrawn letters of credit of $4.1 and $3.1 and bank guarantees of $15.8 and $16.0 as of December 31, 2025 and June 30, 2025, respectively.

Contractual Obligations

Our principal contractual obligations and commitments as of June 30, 2025 are summarized in Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Contractual Obligations and Commitments,” of our Fiscal 2025 Form 10-K. Refer to Item 2 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Share Repurchases” above for discussion of the obligations related to our announced share repurchase during fiscal 2024. For the six months ended December 31, 2025, there have been no other material changes in our contractual obligations outside the ordinary course of business.

Critical Accounting Policies

We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our Condensed Consolidated Financial Statements:

•Revenue Recognition;

•Equity Investments;

•Goodwill, Other Intangible Assets and Long-Lived Assets;

•Inventory; and

•Income Taxes.

As of December 31, 2025, there have been no material changes to the items disclosed as critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II—Item 7 of our Fiscal 2025 Form 10-K. During the quarter ended December 31, 2025, the Company sold its equity investment in Wella that had previously been accounted for under the fair value option. As a result of this disposition, the Company no longer holds

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any equity investments that require significant judgment in determining fair value. Accordingly, Equity Investments are no longer considered a critical accounting policy after December 31, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See Note 12—Derivative Instruments for updates to our foreign currency risk management and interest rate risk management. There have been no material changes in market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk of our Fiscal 2025 Form 10-K.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-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 (the “CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

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) of the Exchange Act during the second 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.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

For information on our legal matters, see Note 17—Commitments and Contingencies in the notes to our Condensed Consolidated Financial Statements.

Item 1A. Risk Factors.

We have disclosed information about the risk factors that could adversely affect our business in Part I, Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for fiscal 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

No shares of our Class A Common Stock were repurchased during the fiscal quarter ended December 31, 2025.

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Item 5. Other Information

During the three months ended December 31, 2025, 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 of the SEC’s Regulation S-K).

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Item 6. Exhibits, Financial Statement Schedules.

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q:

Exhibit Number	Description
10.1	Separation Agreement dated December 20, 2025 between Sue Nabi and Coty Inc.†
10.2	Employment Agreement dated June 28, 2024 between Laurent Mercier and Coty SAS.†
10.3	Employment Agreement dated February 2, 2026 among Markus Strobel, Coty SAS and Coty Inc.†
31.1	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a).
31.2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a).
32.1	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350.
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.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
† Exhibit is a management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements 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.

	COTY INC.
Date: February 5, 2026	By:	/s/Markus Strobel
		Name: Markus Strobel
		Title: Executive Chairman and Interim Chief Executive Officer
		(Principal Executive Officer)
		/s/Laurent Mercier
		Name: Laurent Mercier
		Title: Chief Financial Officer
		(Principal Financial Officer)

Document

Exhibit 10.1

SEPARATION AGREEMENT

This SEPARATION AGREEMENT (together with the exhibits attached hereto, the “Agreement”) is made as of December 20, 2025 (the “Effective Date”), by and between Sue Nabi (hereinafter, “You”) and Coty Inc., a Delaware corporation (the “Company”, and together with You, the “Parties”).

WHEREAS, You currently serve as the Chief Executive Officer of the Company pursuant to that certain Employment Agreement by and between You and the Company, dated as of October 13, 2020 and amended as of May 4, 2023 (the “Employment Agreement”);

WHEREAS, in connection with the commencement of Your employment with the Company, You entered into that certain Confidentiality, Non-Competition, and Non-Solicitation Agreement attached hereto as Exhibit A (the “Restrictive Covenant Agreement”); and

WHEREAS, Your employment with the Company will terminate effective as of the close of business on December 31, 2025 (the “Separation Date”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.Termination of Employment. The Parties hereby acknowledge and agree that effective as of the Separation Date, Your employment with the Company will terminate without Cause (as defined in the Employment Agreement), and You shall automatically resign as a member of the Board and from all other director, officer and trustee positions held with the Company and each of its Affiliates (as defined herein) (collectively, the “Group”), as may be applicable. You agree to execute and deliver any additional documents evidencing such resignations as reasonably requested by any member of the Group. Commencing on the Effective Date and continuing through the Separation Date, You shall be on paid annual leave.

2.Payments and Benefits.

(a)Accrued Obligations. Whether or not You sign and return this Agreement, You will be entitled to receive the Accrued Obligations (as defined in the Employment Agreement) and any other accrued benefits that are payable to You with respect to health, welfare and qualified retirement plans of the Company, in accordance with the terms of the Employment Agreement and/or the applicable plans.

(b)Other Plans and Programs. After the Separation Date, You will not be eligible to participate in, or accrue benefits under, any compensation plans of the Group, including bonus plans, incentive or equity programs and/or vacation and holiday programs.

(c)Notice Payment. Subject to Your timely execution, delivery and non-revocation of this Separation Agreement and the general release of claims attached hereto as Exhibit B (the “Release”), the Company will pay You a cash amount equal to six (6) months of Your current base salary, less any base salary paid to You between the Effective Date and the Separation Date and all required tax withholdings and deductions

(the “Notice Payment”), payable in a single lump sum within fifteen (15) days following the Separation Date.

3.Restrictive Covenants. You expressly agree that You have complied with, and that You will continue to comply with, the terms of the Restrictive Covenant Agreement; provided, however, that the Company hereby irrevocably waives Your obligation not to engage in any Competitive Activity (as defined in the Restrictive Covenant Agreement) in accordance with Section 7(a) of the Restrictive Covenant Agreement. Notwithstanding this limited waiver, all other requirements of the Restrictive Covenant Agreement, including but not limited to the requirements related to Inventions (as defined in the Restrictive Covenant Agreement), non-solicitation, and confidentiality (the “Continuing Obligations”), the terms of which are incorporated by reference herein, are applicable as if signed in connection with this Agreement and remain in full force and effect and shall survive the execution, delivery and performance of this Agreement. For the avoidance of doubt, and without limitation, the subject matters identified in Exhibit C hereto are subject to Sections 3 and 4 of the Restrictive Covenant Agreement and You disclaim and hereby waive any rights thereto.

4.Equity. Subject to (i) Your compliance with the terms and conditions of this Agreement and the Continuing Obligations and any other agreements with any member of the Group to which You are a party and (ii) Your timely re-execution, delivery and non-revocation of the Release, the Tranche 3 RSUs (as defined in the Restricted Stock Unit Award Terms and Conditions under Coty Inc. Equity and Long-Term Incentive Plan (as amended and restated), dated as of May 4, 2023) will vest on January 2, 2026 such that an aggregate amount of 2,083,333 restricted stock units relating to shares of the Company shall vest (the “Equity Acceleration”) on January 2, 2026. All other equity awards held by You that are outstanding and unvested on the Separation Date after giving effect to the foregoing sentence (including the Performance Restricted Stock Unit Award) shall be forfeited without consideration on the Separation Date. If You breach any of the Continuing Obligations, then, in addition to any other penalties or restrictions that may apply under this Agreement, the Restrictive Covenant Agreement, any other agreement between You and the Company or its Affiliates, applicable law or otherwise, You shall forfeit and promptly repay to the Company the Tranche 3 RSUs that vested in accordance with the Equity Acceleration or, if no longer held by You, the Fair Market Value (as defined in the Company’s Equity and Long-Term Incentive Plan, as amended from time to time) as of January 2, 2026 of such Tranche 3 RSUs.

5.409A. You agree and understand that all payments made pursuant to this Agreement are intended to be exempt from or comply with Section 409A of the Internal Revenue Code, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be exempt from or in compliance therewith. If the Company determines that any payment or benefit under this Agreement is not either exempt from or in compliance with Section 409A, the Company may modify this Agreement to comply with Section 409A while endeavoring to preserve the intended economic benefits. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Section 409A, each installment will be treated as a separate payment.

6.Non-Disparagement. Subject to Section 7 below, You agree that You will not make or publish, or cause to be made or published through any print or electronic media or otherwise, or through a third-party, any disparaging statements about the Company, any member of the Group, their respective Affiliates and each of their respective direct or indirect significant franchisees, trustees, partners, agents, directors, officers or employees thereof (in their capacity as such), any of the Company’s direct or indirect shareholders owning more than 10% of the Company’s common stock or any of such shareholders’ directors or officers (collectively, the “Company Related Parties”). The Company, through its executive officers or members of its

Board of Directors, will not issue any public statements or authorize others to make public statements that disparage or defame You. In addition, the Company’s Human Resources Department is the only authorized personnel who can respond to employment verification requests from other companies. You should direct any request for employment verification to the Company’s Human Resources Department, which will confirm only the dates of Your employment with the Company.

7.Protected Activities. Nothing in this Agreement or any other agreement You may have with the Company or the Group will prohibit or restrict You from: (i) voluntarily communicating with an attorney or financial advisor retained by You for the purposes of securing professional advice; (ii) voluntarily communicating with any law enforcement, federal, state, or local government agency, any state or local commission on human rights, or any self-regulatory organization regarding possible violations of law or otherwise initiating, testifying, assisting, complying with a subpoena from or participating in any manner with an investigation conducted by such government agency, in each case, without advance notice to the Company; (iii) seeking or recovering a U.S. Securities and Exchange Commission whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934 or any other whistleblower award; (iv) disclosing any information (including confidential information) to a court or other administrative or legislative body in response to a subpoena, court order or written request (with advance notice to the Company prior to any such disclosure to the extent legally permitted); (v) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Company; or (vi) making any disclosure of information or documents to a court for the purpose of enforcing or interpreting this Agreement (or in the case of any other litigation between You and the Company or any of its subsidiaries). Further, under the Federal Defend Trade Secrets Act of 2016, You understand that You shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to Your attorney, and solely for the purpose of reporting or investigating a suspected violation of law and (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If You file a lawsuit for retaliation by the Company for reporting a suspected violation of law, You may disclose the trade secret to Your attorney and use the trade secret information in the court proceeding if You (x) file any document containing the trade secret under seal and (y) do not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

8.Cooperation. You agree to make Yourself reasonably available to assist the Company, the Group and their Affiliates with respect to matters in which You were involved during Your employment and/or to participate in any legal, regulatory, credentialing or similar proceedings that may arise related to matters pertaining to Your employment. You acknowledge that Your responsibilities to the Company, the Group and their Affiliates and lawyers, in this regard, are protected by the confidentiality requirements of the attorney-client privilege and/or the attorney-work product doctrine, and agree, to the extent required by applicable law, to abide by all applicable confidentiality requirements corresponding to said privilege and doctrine.

9.Miscellaneous.

(a)Dispute Resolution and Applicable Law. You and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to this Agreement or its enforcement, performance, breach, or interpretation will be resolved, to the fullest extent permitted by law, exclusively by final, binding and confidential arbitration held in New York, New York and conducted by JAMS Mediation, Arbitration and ADR Services (“JAMS”), or its successor, under its then-

existing Rules and Procedures. You acknowledge that by agreeing to this arbitration procedure, both You, the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator will: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator will be authorized to award any or all remedies that You or the Company would be entitled to seek in a court of law. Notwithstanding anything to the contrary herein, (A) You may, but You are not required to, arbitrate claims for sexual harassment or assault to the extent applicable laws renders a pre-dispute arbitration covering such claims invalid or unenforceable; and (B) this Section 9(a) will not (1) cover any claim or charge that, by law, cannot be the subject of a compulsory arbitration agreement; or (2) preclude You from filing charges with the EEOC or similar state or local agencies. Nothing in this Section 9(a) prevents You or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. This Agreement shall be governed by and construed as a contract in accordance with the laws of the State of New York, without regard to its choice of law provisions.

(b)Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, and each provision of this Agreement shall, if necessary, be deemed to be independent of each other and each supported by valid consideration.

(c)Entire Agreement; Amendment. This Agreement (including the Release), together with any documents referred to or incorporated by reference (including, without limitation, the Continuing Obligations), constitutes the entire agreement between the Parties hereto pertaining to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, including the Employment Agreement. This Agreement may only be amended, waived or discharged by a written instrument signed by the Parties.

(d)Waiver. Section 13(c) of the Employment Agreement is hereby incorporated by reference as if fully set forth herein and shall apply mutatis mutandis with respect to the subject matter of this Agreement.

(e)Assignment and Transfer. Your rights and obligations under this Agreement will not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof will be void. You hereby agree that the Company may assign this Agreement, in whole or in part, to a third party; provided that unless such assignment is to an acquirer of a majority of the equity of the Company or substantially all of the Company’s assets who assumes this Agreement in writing, the Company will remain secondarily liable for all of its initial obligations hereunder. This Agreement will be binding upon and inure to the benefit of the Company and their successors and assigns.

(f)Third-Party Beneficiaries. Each Affiliate of the Company and the Group (including JAB Beauty B.V. and its Affiliates) will be a third-party beneficiary of Your obligations under this Agreement and will have the right to enforce this Agreement as if a party hereto.

(g)Definitions. For purposes of this Agreement:

(i)“Affiliate” as applied to any Person, means directly or indirectly controlling, controlled by, or under common control with, that Person. For purposes of this definition “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities (the ownership of more than 50% of the voting securities of an entity will for purposes of this definition be deemed to be “control”) by contract or otherwise. For purposes of this Agreement, Affiliates does not include subsidiaries of JAB Holding Company S.a.r.l. that are not in a common chain of parent-subsidiary ownership the Company.

(ii)“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

(h)Notices. Any notice or other communication required or permitted under this Agreement will be effective only if it is in writing and will be deemed given when delivered personally, through e-mail (with receipt thereof confirmed), one (1) day after is sent through a reputable overnight carrier, or three (3) business days after it is mailed by registered mail, return receipt requested, to the Parties at the following addresses (or at such other address as a Party may specify by notice given hereunder to the other Parties hereto):

If to You:

At the address listed in the Company’s personnel records (or at such other address as You may specify by notice given hereunder to Company).

If to the Company:

350 Fifth Avenue

New York, New York 10118 Attention: Chief Legal Officer and General Counsel

(i)Interpretation. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement will be in all cases construed according to its fair meaning and not strictly for or against You, the Company, the Group or their Affiliates. As used herein: (i) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (ii) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular article, section or other provision hereof; and (iii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (iv) “or” is used in the inclusive sense of “and/or”; (v) references to documents, instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; (vi) all of the terms contained in this Agreement, including the “whereas” clauses, are

contractual, and not a mere recital; (vii) the words “Section’ and “paragraph” herein will refer to such Sections or paragraphs of this Agreement unless expressly indicated otherwise; and (viii) this Agreement and the provisions contained herein will not be construed or interpreted for or against any Party to this Agreement because that Party drafted or cause that Party’s legal representative to draft any of its provisions.

(j)Electronic Signature. This Agreement may be executed through the use of electronic signature, which each Party acknowledges is a lawful means of obtaining signatures. Each Party agrees that its electronic signature is the legal equivalent of its manual signature on this Agreement. Each Party also agrees that no certification authority or other third-party verification is necessary to validate its electronic signature and that the lack of such certification or third-party verification shall not in any way affect the enforceability of its electronic signature.

(k)Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart, by e-mail in portable document format (.pdf), Docusign or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement.

COTY INC.:

By: /s/ Kristin Blazewicz

Kristin Blazewicz, Chief Legal Officer and General Counsel

Accepted and Agreed:

/s/ Sue Nabi

Sue Nabi

Date: December 20, 2025

EXHIBIT A

Confidentiality, Non-Competition and Non-Solicitation Agreement

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EXHIBIT B

General Release of Claims

As consideration for the payments and benefits described in Sections 2 and 4 of the Separation Agreement, dated as of December 19, 2025, between Coty Inc. (the “Company”) and Sue Nabi (“You”) (the “Separation Agreement”), and in accordance with the terms of the Separation Agreement, You hereby agree to the terms of this General Release of Claims (this “Release”). Any term not otherwise defined herein shall have the meaning ascribed in the Separation Agreement.

1.Release of Claims.

(a)You, individually and on behalf of Your representatives, agents, estate, heirs, successors and assigns, hereby release and absolutely and forever discharge the Company, the Group and the owners, predecessors, successors, assigns, officers, employees, insurers, attorneys, investors and agents of each (hereinafter “Releasees”), from any and all suits, claims, demands, debts, sums of money, wage claims, overtime claims, damages, interest, attorneys’ fees, expenses, actions, causes of action, judgments, accounts, promises, contracts, agreements and any and all claims in law or in equity, whether now known or unknown (collectively, the “Claims” and each a “Claim”), which You ever had, now have, or which You, Your heirs, executors, administrators or assigns hereafter can, shall or may have against Releasees arising from any events occurring from the beginning of time through the date upon which You sign or re-sign, as applicable, this Release, including, without limitation of the foregoing generality: (i) Claims arising directly or indirectly out of, in connection with and/or in any manner relating to Your employment with and/or Your separation from the Company; (ii) Claims under any federal, state, local or foreign law (statutory, regulatory or otherwise), including, upon Your re-execution of this Release, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”); (iii) Claims arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any of the other Releasees and You; and (iv) Claims arising out of or relating to tort, fraud, or defamation. This release is intended by You to be all-encompassing and to act as a full and total release of any Claims, whether specifically enumerated herein or not, but shall not in any way diminish or impair (A) Your ability to bring proceedings to enforce the Separation Agreement or (B) any Claims You may have that cannot be waived under applicable law, such as Claims for vested rights under ERISA-covered health or welfare and tax-qualified retirement benefit plans, as applicable, Claims arising after the date You sign this Agreement, and Claims for unemployment benefits, workers’ compensation and disability benefits.

(b)You represent that as of the date upon which You sign or re-sign, as applicable, this Release, You have not sold, assigned, transferred, conveyed or otherwise disposed of to any third party any action, lawsuit, debt, obligation, agreement, guarantee, judgment, damage or claim of any nature whatsoever relating to the Company or any of the other Releasees or any matter covered in this Release or the Separation Agreement. You also represent and warrant that You have not relied upon any promises or representations, express or implied, that are not expressly set forth in this Release or the Separation Agreement. You additionally represent and warrant that You have received all wages, salary, commissions, bonuses, expense reimbursements or other payments arising out of Your employment with the Company through the date you sign or re-sign, as

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applicable, this Release, and, aside from what is expressly set forth in the Separation Agreement, You are not owed any further compensation.

2.Execution of this Release; ADEA Waiver.

(a)You are hereby given twenty-one (21) calendar days from the date You receive a copy of this Release during which to consider the terms of, re-sign and return the Release to Kristin Blazewicz at Kristin_Blazewicz@cotyinc.com. However, You may re-sign and return the Release before the expiration of the twenty-one (21) day period (but in no event before the Separation Date) if You so choose. If You re-sign the Release prior to the expiration of the twenty-one (21) day period, You acknowledge by signing that such decision was entirely voluntary and that You had the opportunity to consider this Release for the entire twenty-one (21) day period. If the Company does not receive a re-signed Release from You on or before the expiration of the twenty-one (21) day period, the offer contained in the Separation Agreement will be automatically withdrawn. Once re-signed, You will have seven (7) additional calendar days from the date that You re-sign this Release to revoke Your consent. Such revocation must be in writing and must be addressed and sent via email to Kristin Blazewicz at Kristin_Blazewicz@cotyinc.com. If You timely revoke Your consent to the re-signed copy of this Release within the seven (7) calendar day revocation period, (i) You shall have no right to the Equity Acceleration and (ii) the Continuing Obligations shall remain in full force and effect.

(b)You understand and acknowledge that the release of Claims under this Release includes (but is not limited to) Claims, if any, You might assert under the ADEA. The Company advises You to consult with an attorney of Your choosing prior to signing this Release. You represent that You have had the opportunity to review this Release with an attorney of Your choice. You represent that You have carefully read and fully understand all provisions of this Release, and You have the full power, capacity and authority to enter into this Release. You also agree and acknowledge that You are receiving benefits and/or payments to which You would not otherwise be entitled unless You re-sign this Release and that You have entered into and re-executed this Agreement freely, knowingly and voluntarily.

[Signature Page Follows]

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PLEASE READ CAREFULLY BEFORE SIGNING. THIS RELEASE CONTAINS A RELEASE AND DISCHARGE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY, AFFILIATES AND AGENTS EXCEPT AS STATED HEREIN.

IF YOU CHOOSE TO RE-EXECUTE THIS RELEASE, AS A CONDITION TO RECEIVING THE PAYMENTS IN SECTION 2(D) OF THE SEPARATION AGREEMENT, YOU MUST DO SO ON OR WITHIN 21 DAYS FOLLOWING THE DATE YOU RECEIVE THIS RELEASE.

Accepted and Agreed:

/s/ Sue Nabi

Sue Nabi

Date: December 20, 2025

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Document

Exhibit 10.2

EMPLOYMENT CONTRACT

BETWEEN:

COTY SAS, whose registered office is located at 14 rue du Quatre Septembre, 75002 PARIS

Represented by Ms. Eloïse Verdé-Delisle, President

Hereinafter referred to as the “Company”,

AND:

Laurent Mercier

Hereinafter referred to as the Executive,

Hereinafter collectively referred to as the Parties.

1) DATE OF HIRE, TERM, PROBATIONARY PERIOD

The Executive is hired as of 29 June 2024, on a permanent contract. His seniority is recognized as starting on 6 November 2017.

This contract replaces any previous employment contract concluded with the Company or a subsidiary of the Coty Group, including those in the Netherlands.

2) POSITION

The Executive shall perform the duties of Chief Financial Officer (CFO), with the status of Senior Executive (Cadre Dirigeant).

The duties assigned to the Executive in this capacity are, by nature, subject to change and may be adjusted depending on the Company’s operational needs. If applicable, the Executive agrees to follow any training required by the Company.

For information purposes, these duties correspond to coefficient 880 of the National Collective Bargaining Agreement for the Chemical and Related Industries (the “Collective Agreement”) currently applicable to the Company. Mention of the Collective Agreement in the employment contract is purely indicative and does not create any contractual right to the benefits provided therein.

3) PLACE OF WORK, TRAVEL

As of his hire date, the Executive performs his duties in Paris, at the Company’s establishment located at 14 rue du Quatre Septembre – 75002 Paris.

However, his place of work may be moved to any location in Paris or within the Île-de-France region in the interest of the Company’s proper functioning and development, without this change constituting a modification of the employment contract. The Executive expressly agrees to this possibility. Given the nature of his duties, the Executive may be required to travel frequently for business purposes within France and abroad. Travel expenses necessary for the performance of his duties will be reimbursed in accordance with the Company’s then-applicable travel expense policy.

4) WORKING TIME

In accordance with Article L.3111-2 of the French Labor Code, and in view of the importance of your responsibilities, which involve significant independence in the organization of your working time, autonomy of judgment, initiative and decision-making, as well as your level of remuneration, which is among the highest in the Company, you will have Senior Executive (Cadre Dirigeant) status.

You therefore expressly acknowledge that you are not subject to any legal or contractual provisions relating to working time.

Exhibit 10.2

Pursuant to the Company agreement on working time dated 24 June 2015, you fall under category ‘A, Senior Executives.’ Accordingly, the fixed base remuneration stipulated below is a lump sum and is independent of the time spent performing your duties.

5) REMUNERATION

a. Annual fixed base remuneration

In consideration of his duties, the Executive shall receive a gross annual fixed base salary of €825,000.00, payable in 12 monthly installments.

This remuneration is a lump sum and is independent of the actual number of hours worked. It compensates the performance of the Executive’s duties for the number of working days set by the annual-day-rate scheme defined in Article 4 of this contract.

b. Annual variable remuneration

In addition to the fixed remuneration described above, the Executive will be eligible to participate in the Coty Group Bonus Plan currently in effect within the Company.

Under this plan, the gross target bonus amount would equal 70% of the Executive’s gross annual fixed base salary. Supplementary information regarding the Bonus Plan will be provided separately.

The Company may modify the terms of the Bonus Plan at any time and at its sole discretion. The Executive shall not acquire any right to benefits under the Bonus Plan and may not claim entitlement to its continuation—whether in principle, in calculation methods, or in amounts paid.

Objectives, whether qualitative and/or quantitative, as well as calculation methods for variable remuneration, will be set unilaterally by the Company. This bonus will be prorated based on the Executive’s effective hire date. Entitlement to the variable remuneration is conditional upon the Executive being employed on the payment date.

6) ELIGIBILITY FOR THE ELTIP PROGRAM

Eligibility for the Coty “Equity & Long Term Incentive Plan” (ELTIP) is subject to the Executive’s formal acceptance and signature of the “RCA” (Restrictive Covenant Agreement), a copy of which is annexed to this contract.

The Company may modify the terms of the ELTIP at any time and at its sole discretion. The Executive shall not acquire any right to benefits under this plan and may not claim entitlement to its continuation, except as expressly provided by the plan.

7) RELOCATION ASSISTANCE SERVICES

The Executive acknowledges and accepts that he will not benefit from the mobility support services provided under the “Coty International Transfer Policy” (the “ITP”).

8) COMPANY CAR

To perform his duties, the Company will provide the Executive with a company car under the conditions specified in the Company’s applicable Car Policy (“Car Policy France”). The Executive confirms holding a valid driver’s license and undertakes to notify the Company without delay of any changes.

The Executive may opt for a Car Allowance instead of a company vehicle.

The Executive will be authorized to use the company car for personal purposes; such personal use constitutes a taxable benefit in kind and will be treated accordingly for tax and social security purposes.

Any traffic fines incurred by the Executive, whether during personal or business use, will not be paid or reimbursed by the Company.

In the event of an accident, the Executive must notify both the Company and the insurance provider within 48 hours, specifying the circumstances.

Exhibit 10.2

The company car must be returned to the Company upon termination of employment for any reason, either upon the effective end date or earlier with mutual agreement.

The Company reserves the right to amend its car policy at any time, including rules governing vehicle use.

9) PAID LEAVE

You will receive paid leave in accordance with applicable legal and collective bargaining provisions.

Given your status as a Senior Executive (Cadre Dirigeant), and the autonomy this status implies, you will be deemed to have used all of your annual paid leave at the end of each leave period. No carryover of unused paid leave from one year to the next will be permitted.

10) PROFESSIONAL OBLIGATIONS

The Executive undertakes to comply with the Company’s internal rules and instructions regarding working conditions, including the Internal Regulations, the professional ethics charter, and any special instructions issued, as well as strict confidentiality regarding all matters relating to the Company and the Coty Group (“Group”).

The Executive also undertakes to inform the Company without delay of any change in his personal situation (address, telephone, family situation, civil status, etc.).

In the event of illness, accident, or medical incapacity, and unless prevented by exceptional circumstances, the Executive must notify the Company the same day by any means and provide a medical certificate within 48 business hours.

Any extension of the absence must be justified in the same manner.

11) EXCLUSIVITY

During the performance of the employment contract, the Executive must devote his full professional activity to the Company and is prohibited, unless the Parties agree in advance in writing, from engaging in any other professional activity, whether self-employed or for a third party.

12) PERSONAL DATA

The Executive agrees that the Company may collect, store, and process personal data that he may provide, in connection with the duties performed under this contract, including (without limitation) for employee recordkeeping, payroll, compensation adjustments, performance evaluations, and absence tracking.

The Executive acknowledges and accepts that the Company may be required to disclose personal information concerning the Executive after the termination of employment in order to meet its obligations as an employer. This does not affect the Executive’s rights under Law No. 78-17 of 6 January 1978 (French Data Protection Act).

13) CONFIDENTIALITY

The Executive is bound, independently of his general duty of discretion and professional secrecy, by an absolute obligation of confidentiality regarding all Confidential Information (as defined below) to which he may have access due to his duties or membership in the Company.

As such, from the effective date of the employment contract and after its termination, the Executive is prohibited from using or disclosing any Confidential Information to third parties except (i) in the performance of his duties, (ii) when required by law, regulation, or legal process, or (iii) upon request from a governmental authority or agency.

‘Confidential Information’ means any proprietary or confidential information relating to the Company or the Group, their clients, or any business partner, including—without limitation—trade secrets, inventions (patentable or not), technological and commercial processes, business plans, product strategies, marketing strategies, negotiation strategies, forecasts, financial information, client lists, protected documents, compensation information, compiled public data rendered confidential through compilation, and all documents or media incorporating such information.

The Executive must also comply with any confidentiality obligations binding the Company to third parties.

Information is not considered Confidential Information if it becomes publicly available through means other than unauthorized disclosure by the Executive.

Exhibit 10.2

Given the value of the Confidential Information, the Company takes measures to preserve its confidential and secret nature.

The Executive may copy, disclose, or use Confidential Information strictly as needed for the Company’s business and in compliance with any third-party confidentiality obligations binding the Company.

If disclosure is required from the Executive in a legal or non-legal context, he must inform the Company and obtain its written prior consent before disclosing the information.

14) TERMINATION OF THE EMPLOYMENT CONTRACT

Subject to applicable legal and collective bargaining provisions, either Party may terminate the employment contract by giving three (3) months’ notice following notification of termination by either the Company or the Executive.

15) NON-SOLICITATION

In the event of termination of the employment contract for any reason, the Executive shall not, for a period of 18 months from his effective departure date, directly or indirectly, for his own benefit or on behalf of a third party, offer employment to any person who, as of the Executive’s last working day, was an employee, consultant, or corporate officer of the Company or the Group, or attempt to persuade or induce such person to leave the Company or the Group.

16) NON-COMPETITION

Given the nature and importance of the Executive’s duties, the information and knowledge acquired within the Company, and the competitive nature of the market, the Executive agrees that, upon termination of the employment contract for any reason, he shall not—without prior written approval of the Company—do the following:

a. hold or acquire, directly or indirectly, an interest in any company conducting a competing activity;

b. work for, as an employee, corporate officer, or consultant, any company directly or indirectly competing with the Company or the Group;

c. create or acquire, directly or indirectly, an activity of the same or similar nature, or participate in such activity;

d. solicit or canvass any client, commercial partner, or other person having business relations with the Company or the Group and with whom the Executive had contact in the 12 months preceding his last working day.

This non-competition obligation applies for 12 months following termination of the contract and covers all countries where the Executive performed activities for the Company during the previous 24 months.

In exchange, the Executive shall receive, for 12 months, a gross monthly indemnity equal to 2/3 of his average monthly gross remuneration, based on the fixed base salary received during the 12 months preceding notice of termination.

If the Executive breaches this clause, he must pay the Company a sum equal to 12 times the 2/3 monthly amount described above. The Company will then be released from its obligation to pay the non-competition indemnity. Payment of this indemnity does not prevent the Company from seeking additional damages, or from requesting a court order to stop the competitive activity and to reimburse sums already paid.

The Company may unilaterally waive the non-competition clause during employment; this waiver becomes effective only if the Executive is not dismissed within one year of notification.

If the Company terminates the contract, it may release the Executive from the non-competition obligation at the time of termination, with the Executive’s consent. In such case, the indemnity will be paid for 3 months after termination.

If the Executive resigns, he must expressly remind the Company in writing of the existence of the non-competition clause. The Company will then have three weeks to waive the clause in writing. In this case, the indemnity is paid for 3 months after termination.

Exhibit 10.2

In the event of mutually agreed termination, the Parties may agree to waive the non-competition obligation through an express mention in the termination form.

17) RETURN OF COMPANY PROPERTY

During or at the end of the employment contract for any reason, the Executive must return, upon simple request of the Company, all documents, drawings, notes, memoranda, disks, manuals, reports, specifications, tools, formulas, or any other property provided in the course of his duties, as well as any media on which the Executive may have stored or recorded data or information concerning the Company or any Group company.

The Executive acknowledges that all such items are the exclusive property of the Company and that he has no right of retention over them.

18) SUPPLEMENTARY RETIREMENT, DISABILITY & HEALTH BENEFITS

The Executive will be affiliated with the following:

Supplementary pension fund: KLESIA
Disability and medical insurance (subject to applicable exceptions): VIVINTER

19) APPLICABLE LAW

The employment contract is governed by French law.

Any dispute relating to its conclusion, performance, or termination falls under the exclusive jurisdiction of the French courts.

The Company representative and the Executive shall sign below, preceded by the handwritten statement ‘read and approved,’ as well as initial each page except this one.

Executed in Paris, on 28 June 2024.

Read and approved

/s/ Eloïse Verdé-Delisle

Eloïse Verdé-Delisle, President (*)

/s/ Laurent Mercier

Laurent Mercier (*)

(*) Signature preceded by the statement ‘Read and approved’

Document

EMPLOYMENT AGREEMENT

BETWEEN :

COTY SAS, a company having its registered office at 14 rue du Quatre Septembre, 75002 Paris, represented by Ms. Eloïse Verdé-Delisle, SVP Employment & Labor, hereinafter referred to as the “French Company”,

AND :

Mr. Markus STROBEL, residing at [XXX], hereinafter referred to as the “Executive”,

Hereinafter collectively referred to as the Parties.

IN THE PRESENCE OF:

COTY Inc., a company having its registered office at c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, USA, Represented by Ms. Kristin Blazewicz, Chief Legal Officer, hereinafter referred to as the “Parent Company”.

PREAMBLE

Pursuant to a resolution of the Board of Directors of Coty Inc. (the “Board”), dated 20 December 2025, the Executive has been appointed Executive Chairman of the Board and Interim Chief Executive Officer (CEO) of the Parent Company, effective as of January 1, 2026 (these functions are hereinafter collectively referred as the “Functions”).

The Executive has declared that he is not bound by any non-compete or other restrictive covenant obligation that would prevent him from accepting the Functions.

In his capacity as Interim CEO, the Executive shall perform operational functions at the level of the Parent Company and each of its subsidiaries (hereinafter collectively referred to as the “Group”), including in particular operational involvement for the benefit of the French Company.

Within this context, the Executive will perform the Functions primarily from France.

The Parties have therefore agreed to enter into this employment agreement (hereinafter referred to as the “Agreement”) in order to define the legal, tax, and financial conditions under which the Executive will perform his Functions.

IT IS AGREED AS FOLLOWS

Article 1 – Functions

The Executive shall perform the Functions pursuant to the terms of this Agreement starting 1st January 2026. In this regard, he shall follow the instructions that will be given to him by the Board of the Parent Company.

For information purposes, it is specified that these functions correspond to coefficient 880 of the national collective bargaining agreement for the chemical and related industries (hereinafter the ‘Collective Bargaining Agreement’) currently applicable to the French Company.

The reference to the Collective Bargaining Agreement in the Agreement does not result in the benefits provided for therein being part of the Agreement.

Article 2 – Duration of the Agreement

The Agreement is entered into for an indefinite term. It does not contain any trial period.

However, it is recalled that it is the joint intention of the Parties and the Parent Company that the Executive’s duties as Interim CEO will cease on December 31, 2028 at the latest, or any earlier date notified by the French Company, without this being a change of contract or giving rise to any right to any compensation, unless his duties as Interim CEO cease as a result of the termination of the Agreement.

Moreover, The Parties may terminate this Agreement at any time, with a 3-month prior notice period.

Article 3 – Working time and paid holiday

In accordance with the provisions of Article L.3111-2 of the French Labor Code, and given the importance of his responsibilities, which require a high degree of independence in the organization of his working time, autonomy of judgement, initiative and decision-making, as well as his level of remuneration, which is among the highest within the Company, the Executive will have the status of Senior Executive.

The Executive therefore acknowledges that he is not subject to any legal or contractual provisions relating to working time, daily and weekly rest, public holiday and the solidarity day.

In accordance with the collective company agreement on working hours and working time arrangements of 24 June 2015, the Executive belongs more specifically to ‘conventional category A, senior executives’. Consequently, the fixed basic remuneration as stipulated below will be a lump sum and independent of the time spent performing the Functions.

The Executive will be entitled to paid holiday in accordance with the legal and contractual provisions in force within the French Company.

Given his status as a Senior Executive, and the autonomy and independence in organizing his working time that this status implies, he will be deemed to have taken all of his paid holiday at the end of each year.

As such, no carry-over of leave from one year to the next will be permitted.

Article 4 – Place of Performance of the Functions

The Executive’s principal place of performance of the Functions is set in France.

However, the Executive’s principal place of performance of the Functions may be relocated to any location deemed necessary for the proper functioning of the Group, which the Executive expressly accepts.

Given the nature of his Functions, the Executive shall undertake frequent business trips abroad. All expenses reasonably and properly incurred in connection with such trips and necessary for the performance of his duties shall be reimbursed in accordance with the Group’s applicable expense policy in force at the relevant time, provided that such expenses are supported by proper documentation and comply with the policy. The Executive acknowledges that reimbursement shall be made solely under the rules of the Group’s policy and that the French Company shall not be liable for any expenses not pre-approved or falling outside the scope of this policy.

Article 5– Compensation

The Executive shall be entitled to the following components of compensation:

•Fixed annual salary

•Variable performance bonus

•Equity awards

•One-time sign-on bonus

These components include an impatriation allowance of 30, 49%.

1)Fixed Annual Compensation.

In consideration for the Executive’s performance of the Functions, he shall receive a fixed annual gross remuneration of €1,070,000, payable in twelve (12) equal monthly installments, including an impatriation allowance as provided by article 155B of the general tax Code, representing 30.49%, broken down as follows:

-Fixed remuneration: €820,000 gross/year

-Impatriation allowance: €250,000 gross /year

It is specified, and expressly agreed and acknowledged by the parties, that this remuneration will be revised downwards upon the termination of the Executive’s Interim CEO duties, which may occur at any time, and the Executive’s remuneration shall then be set at a total annual gross amount of €852,300.

2) Variable Compensation / Annual Bonus Plan.

In addition to the fixed compensation described above, the Executive shall be eligible, in his capacity as Interim CEO, to participate in the Parent Company’s Bonus Plan, starting FY27 (i.e., 1st July 2026 – 30 June 2027).

Under this Plan, the Executive’s target gross annual bonus shall be 150% of the Executive’s gross annual base compensation.

The Parent Company may, at any time and in its sole discretion, amend or modify the terms of the Bonus Plan. The Executive shall acquire no vested rights under the Bonus Plan and shall have no entitlement to any bonus payment, whether with respect to the principle, calculation methodology, or amounts ultimately paid under the Plan.

The objectives, whether qualitative and/or quantitative, and the method of calculating the variable compensation shall be unilaterally determined by the Parent Company.

Payment of the variable bonus is conditional upon the Executive being in office on the scheduled payment date.

The amount that would be paid to him, pursuant to the provisions of the Plan and in the event that it is triggered, shall include an impatriation allowance representing 30.49%.

It is further agreed that no variable bonus shall be payable for any period in which the Executive performs exclusively the functions of Executive Chairman of the Board.

3) Equity Awards.

The Executive shall be eligible to participate in the Parent Company Equity and Long-Term Incentive Plan (as amended from time to time, the “Equity Plan”), in the amounts and in the forms set forth in the appendix to this Agreement, in accordance with the terms and conditions of the Equity Plan and the agreement(s) or other instrument(s) or document(s) evidencing the applicable award(s) (collectively, the “Equity Documentation”).

In the event of any conflict between the terms of the appendix to this Agreement and the terms of the Equity Documentation, the terms of the Equity Documentation shall control.

4) Signing / Onboarding Bonus in France.

The Executive shall receive a signing/onboarding bonus in the gross amount of €810,000, payable on the French Company’s first regularly scheduled payroll date in July 2026, subject to the Executive’s continued employment with the Group in his capacity as Interim Chief Executive Officer and/or Executive Chairman as of June 30, 2026, and he is not, on that date, under a notice period, served or not, following the termination of the Agreement.

This signing bonus will be eligible for the impatriate tax regime, unless otherwise stipulated by the authorities.

Article 6 – Relocation Support Services

The Executive shall be entitled to receive relocation support services under the “Coty International Transfer Policy” (the “ITP”), including, without limitation, assistance with housing and tax support, to be provided by E&Y or any other service provider designated by the Parent Company.

Article 7– Car allowance

As partial consideration for his duties as Interim CEO, the Executive shall receive a fixed car allowance of €15,000 gross per year, i.e., €1,250 per month, which shall be payable in monthly installments in accordance with the French Company’s normal payroll procedures.

This allowance shall cease upon the termination of the Executive’s Interim Chief Executive Officer role.

Article 8 – Social Security and unemployment

The Executive shall be registered with the French social security regime and the general unemployment regime.

Given the Executive’s Functions, he is fully informed that the French Company does not make any commitment for his benefit regarding his coverage by the French national unemployment regime in case of termination of the Agreement.

Article 9– Exclusivity

During the performance of his duties, the Executive shall devote his full time and attention to the Group and shall not engage in any other professional activity, whether for himself or a third party, without the prior written consent of the Board. The Executive shall not accept any corporate mandate without the prior approval of the Board.

Article 10 – Personal Data

The Executive consents to the collection, storage, and processing of personal data in connection with their role, including payroll administration. The Executive acknowledges that the Company may be required to disclose certain personal information as part of its duties as an employer, and this shall not affect the Executive’s rights under French data protection law (Law No. 78-17 of 6 January 1978).

Article 11– Confidentiality

The Executive shall maintain, at all times while the Agreement is in effect and at all times after its termination for any reason whatsoever, strict confidentiality regarding all Confidential Information obtained during the Agreement.

“Confidential Information” includes, without limitation, business plans, strategies, inventions, trade secrets, client lists, financial information, and other proprietary data related to the French Company or Group.

Confidential Information does not include information that is or becomes publicly available through no fault of the Executive.

Disclosure required by law or judicial authority is permitted, provided the Executive notifies the French Company and obtains prior written consent where possible.

Article 12 – Non-Solicitation

The Executive shall not, at all times, while the Agreement is in effect and for the 18-month period immediately following the termination date of the Agreement (defined as his last day of active work), either on the Executive’s own behalf or on behalf of any third party, whether an individual or a legal entity, directly or indirectly:

-offer employment to any person who, on the last day of the Executive’s duties, was an employee, consultant, or corporate officer of the Company or the Group, or

-attempt, by any means whatsoever, directly or indirectly, to persuade or induce such person to accept other employment or to leave the Company or the Group.

Article 13– Non-Competition

Given the nature of their role, the Executive shall not, while employed by the Group and for a period of 12 months from the termination date of the Agreement (defined as his last day of effective work) engage in any business activity directly competing with the Group in Europe (including but not limited to UK, Switzerland and Monaco) or the United States. This obligation is proportionate to the legitimate interests of the Group.

For the purposes of this clause, a competing activity shall include:

-Directly or indirectly holding or acquiring an interest in a company engaged in a business that competes with the Company or any Group company;

-Entering into the service of, whether as an employee, corporate officer, or consultant, a company that directly or indirectly competes with the activities, services, or products of the Company or any Group company;

-Directly or indirectly creating, taking over, or participating—whether personally or through another party—in a business of the same or similar nature, or collaborating in any such activity, including as an employee, corporate officer, or consultant, and more generally in any activity related to the Company’s sector;

-Directly or indirectly soliciting or approaching any client, business partner of the Company or any Group company, or any individual or entity having business relations with the Company (supplier or otherwise) or the Group, with whom the Executive had contact during the 12 months preceding the last day of their functions, for purposes other than the development of the Company, including, in particular, to encourage them to cease their commercial relations with the Company or any Group company.

In return for this non-competition obligation, the Executive shall receive, for a period of 12 months, a gross monthly allowance equal to two-thirds of his average gross monthly remuneration, calculated on the basis of the fixed gross basic remuneration, excluding any bonus whatsoever, as defined in the Agreement and received during the 12 months preceding the notification of termination.

In the event of a breach of this clause, the Executive shall pay the French Company a sum agreed by mutual agreement at 12 times two-thirds of his average gross monthly remuneration, calculated on the basis of his fixed gross basic remuneration, as defined in the Agreement and received during the 12 months preceding the notification of termination. The French Company shall then be released from its obligation to pay the financial compensation.

The payment of this compensation by the Executive shall not deprive the French Company of its right to sue the Executive for compensation for the damage actually suffered and to seek an order, subject to a penalty payment, for the cessation of the competitive activity and the reimbursement of the sums paid by the French Company to the Executive pursuant to this non-competition clause.

In accordance with the provisions of the Collective Bargaining Agreement, the French Company may unilaterally remove the non-competition clause during the term of the Agreement, it being specified that, in accordance with the terms of the Collective Bargaining Agreement, this removal shall only take effect if the Executive is not dismissed within one year of notification of said removal.

In accordance with the provisions of the Collective Bargaining Agreement, if the French Company terminates the Agreement for any reason whatsoever, it may, with the agreement of the Executive, release them in writing from his non-

competition obligation at the time of notification of the termination. In this case, the monthly compensation previously provided for shall be paid to the Executive for a period of three months from the effective date of termination of the Executive’s duties within the French Company.

In accordance with the provisions of the Collective Bargaining Agreement, if the Executive terminates the Agreement, he must explicitly remind the French Company in writing of the existence of this non-competition clause. The French Company shall then have a period of three weeks to release itself from the non-competition indemnity previously provided for by releasing the Executive in writing from his non-competition obligation. In this case, the previously stipulated monthly compensation shall be paid to the Executive for a period of three months from the effective date of termination of his duties within the French Company.

In the event of a contractual termination of the Agreement, the Executive and the French Company may agree to waive the non-competition obligation by expressly stating so in the termination form.

Article 14 – Return of Property

In case of termination of the Agreement for any reason whatsoever, the Executive shall, upon the French Company’s simple request, return all documents, drawings, notes, memoranda, disks, manuals, reports, specifications, tools, formulas, or any other property that was provided to them in connection with the performance of their duties, as well as any media on which the Executive may have stored or recorded data or information concerning the Company or any Group company.

The Executive acknowledges that the aforementioned documents, information, and property are the exclusive property of the Company and that they have no right of retention over them.

Article 15 – Pension, Welfare, and Health Benefits

The Executive shall be enrolled in the following schemes:

-Complementary Pension Fund: KLESIA – 1/13 rue Denise Buisson, 93554 Montreuil Cedex

-Welfare and Health Coverage (unless otherwise agreed): AON – Aon – 28 Allée de Bellevue – CS 70000 16918 Angoulême – Cedex 9

Article 16 – Liability

The Executive shall perform his duties in compliance with applicable laws and regulations and shall be liable under the conditions provided by the applicable legislation.

Article 17 – Governing Law

This Agreement shall be governed by French law. Any dispute relating to its interpretation or performance shall fall within the jurisdiction of the competent French courts.

In case of a conflict between the French version and the English version, the French version will prevail.

Executed in Paris, on February 2, 2026

By COTY SAS Eloïse Verdé-Delisle, SVP Employment & Labor,

Signature : /s/ Eloise Verde-Delisle

By Mr. Markus STROBEL Signature : /s/ Markus Strobel

By COTY Inc. Kristin Blazewicz, Chief Legal Officer,

Signature : /s/ Kristin Blazewicz

EMPLOYMENT AGREEMENT APPENDIX

BETWEEN:

AND :

Mr. Markus STROBEL, residing at [XXX], hereinafter referred to as the “Executive”,

Hereinafter collectively referred to as the Parties.

IN THE PRESENCE OF:

PREAMBLE

Pursuant to a decision of the Board of Directors of Coty Inc. (the “Board”) dated December 20, 2025, the Parent Company approved the grant of certain equity awards (the « Equity Awards ») to the Executive under the Parent Company Equity and Long-Term Incentive Plan (as amended from time to time, the “Equity Plan”), in the amounts and in the forms set forth below, in accordance with the terms and conditions of the Equity Plan and the agreement(s) or other instrument(s) or document(s) evidencing the applicable award(s) (collectively, the “Equity Documentation”).

In the event of any conflict between the terms of this appendix to this Agreement and the terms of the Equity Documentation, the terms of the Equity Documentation shall prevail.

Article 1 - Equity Award

The Parent Company will grant Executive an Equity Award in the form of restricted stock units (the “RSUs”) and stock options (the “Options”) as follows:

RSUs Grant: Time-based RSU award with a value as of the date of grant (the “Grant Date”) of $3,000,000 (as determined under the Equity Plan)-, vesting in three substantially equal installments on each of December 31,2026, 2027, and 2028.

-Option Grant: 6,000,000 Options with an exercise price equal to the fair market value on the Grant Date (as determined under the Equity Plan). Options vest in full on December 31, 2028, subject to the achievement of certain performance criteria (tested on such third anniversary), as follows:

•100% vesting upon achievement of $10.50 per share

•50% vesting upon achievement of $7.81 per share

•Vesting between the exercise price and $7.81, and between $7.81 and $10.50, is, in each case, determined by the applicable linear interpolation.

•No vesting below $7.81 per share

•The thresholds set forth above may be adjusted as necessary on the Grant Date to reflect the actual Parent Company stock price on the Grant Date and are used for illustrative purposes only in this Appendix.

•The vesting dates may also be revised by mutual agreement of the parties

The Equity Award will be subject to the terms of the Equity Documentation.

Article 2. Consequences of Termination of Employment

1.1If the Agreement is terminated without Cause (as defined in the Equity Plan) prior to a Significant Corporate Transaction (as defined herein) or more than one year following a Significant Corporate Transaction, then subject to Executive’s ’s timely execution and non-revocation of a general release of claims in the form provided by the Parent Company, then:

(i)vested RSUs and Options shall continue to be subject to the terms of the Equity Plan and the applicable award agreement,

(ii)unvested RSUs will be forfeited, and

(iii)a prorated portion of the unvested Options shall vest on the date of such termination (with such portion determined by multiplying:

(x) the number of Options earned based on the achievement of the applicable performance criteria as of the termination date by

(y) a fraction, the numerator of which shall be equal to the number of full months Executive was employed from January 1, 2026 (the “Commencement Date”) through the termination date, and the denominator of which shall be 36); and

(iv)Any Options that remain unvested as of such termination date will be forfeited for no consideration as of such termination date

1.2If the Agreement is terminated without Cause or for Good Reason (as defined herein), in each case on or within one year following a Significant Corporate Transaction, and subject to Executive’s signature and non-revocation of a general release of claims in the form provided by the Company, then:

(i)vested RSUs and Options shall continue to be subject to the terms of the Equity Plan and the applicable award agreement,

(ii)unvested RSUs will be forfeited, and

(iii)a portion of the unvested Options (without pro-ration) shall vest on the date of such termination, with such portion determined based on the achievement of the applicable performance criteria as of the termination date.

(iv)any Options that remain unvested as of such termination date will be forfeited for no consideration as of such termination date.

Article 3. Consequences of Significant Corporate Transaction

In the event the Parent Company completes a Significant Corporate Transaction, all outstanding Equity Awards (including RSUs and Options) held by Executive as of the Significant Corporate Transaction shall be subject to an equitable adjustment to preserve the intrinsic value of the Equity Awards.

Article 4. Definitions

For purposes of this appendix to the Agreement,

1.1“Good Reason” means the occurrence of any of the following without the Executive’s express written consent:

(i) the requirement that the Executive report to an officer or employee of the Parent Company other than the Board,

(ii) a material reduction in the Executive’s annual base salary from that in effect on the Commencement Date, unless such reduction is part of a general reduction applied substantially consistently across all similarly situated executives;

(iii) the relocation of the Executive’s principal workplace without his consent to a location (other than Paris or the location to where the Parent Company assisted with relocation) more than fifty (50) miles distant from its current location; or

(iv) a material diminution in the Executive’s title, position, duties or responsibilities which, for the avoidance of doubt, (a) will include the failure of the Executive to serve as Executive Chairman, Chairman of the Board or Chief Executive Officer of an entity that owns or controls a material portion of the Parent Company’s business as it exists as of the Commencement Date, (b) will not include the Executive’s appointment to the role of Chairman of the Board or Chief Executive Officer of the Parent Company or any entity that owns or controls a material portion of the Parent Company’s business as it exists as of the Commencement Date (in lieu of serving in the role of Executive Chairman), and (c) will not include the Executive ceasing to serve as Interim CEO.

1.2“Significant Corporate Transaction” means an event in which the Parent Company completes a significant corporate transaction, such as the sale or spin-off of a material portion of the Parent Company’s business.

Article 5. Documentation

This appendix is not intended to constitute a complete statement of the terms and conditions applicable to the Equity Awards, nor is this appendix intended to constitute a complete statement of the terms and conditions of the Equity Plan, or any other relevant Equity Plan documents, and this appendix is subject to the terms of such definitive documentation. To the extent there is any inconsistency between this appendix and such definitive documentation, such definitive documentation shall control.

Executed in Paris, on February 2, 2026

By COTY SAS Eloïse Verdé-Delisle, SVP Employment & Labor,

Signature : /s/ Eloise Verde-Delisle

By Mr. Markus STROBEL Signature : /s/ Markus Strobel

By COTY Inc. Kristin Blazewicz, Chief Legal Officer,

Signature : /s/ Kristin Blazewicz

Document

Exhibit 31.1

Certification

I, Markus Strobel, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Coty Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 5, 2026

/s/Markus Strobel
Markus Strobel
Executive Chairman and Interim Chief Executive Officer

Document

Exhibit 31.2

Certification

I, Laurent Mercier, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Coty Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 5, 2026

/s/Laurent Mercier
Laurent Mercier
Chief Financial Officer

Document

Exhibit 32.1

Certification

Pursuant to Rule 13a-14(b) or

Rule 15d-14(b) and 18 U.S.C. Section 1350

(as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002)

Pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), the undersigned officer of Coty Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

The quarterly report on Form 10-Q for the quarter ended December 31, 2025 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)), and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 5, 2026	/s/ Markus Strobel
	Markus Strobel
	Executive Chairman and Interim Chief Executive Officer

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and for no other purpose.

Document

Exhibit 32.2

Certification

Pursuant to Rule 13a-14(b) or

Rule 15d-14(b) and 18 U.S.C. Section 1350

(as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002)

Date: February 5, 2026	/s/Laurent Mercier
	Laurent Mercier
	Chief Financial Officer