Equibles

10-Q

SIGNET JEWELERS LTD (SIG)

10-Q 2024-12-05 For: 2024-11-02
View Original
Added on April 12, 2026

Table of Contents

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 November 2, 2024 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 1-32349

SIGNET JEWELERS LIMITED

| (Exact name of Registrant as specified in its charter) | | --- || Bermuda | Not Applicable | | --- | --- | | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |

Clarendon House

2 Church Street

Hamilton HM11

Bermuda

(441) 296 5872

(Address and telephone number including area code of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on which Registered
Common Shares of $0.18 each SIG The New York Stock Exchange

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   x     No   o

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   x     No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 x Accelerated filer o Non-accelerated filer o 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. o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Shares, $0.18 par value, 43,491,397 shares as of November 29, 2024

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SIGNET JEWELERS LIMITED

TABLE OF CONTENTS

PAGE
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations 3
Condensed Consolidated Statements of ComprehensiveIncome(Loss) 4
Condensed Consolidated Balance Sheets 5
Condensed Consolidated Statements of Cash Flows 6
Condensed Consolidated Statements of Shareholders’ Equity 7
Notes to the Condensed Consolidated Financial Statements 8
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 38
ITEM 4. Controls and Procedures 38
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings 39
ITEM 1A. Risk Factors 39
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 39
ITEM 5. Other Information 39
ITEM 6. Exhibits 40

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

13 weeks ended 39 weeks ended
(in millions, except per share amounts) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023 Notes
Sales $ 1,349.4 $ 1,391.9 $ 4,351.2 $ 4,673.5 3
Cost of sales (864.1) (890.6) (2,727.2) (2,929.4)
Gross margin 485.3 501.3 1,624.0 1,744.1
Selling, general and administrative expenses (469.6) (484.2) (1,483.4) (1,525.8)
Asset impairments, net (0.7) (0.1) (169.3) (5.7) 12
Other operating expense, net (5.8) (3.7) (13.2) (7.4) 17
Operating income (loss) 9.2 13.3 (41.9) 205.2 4
Interest (expense) income, net (1.0) 2.6 10.0 10.0
Other non-operating income (expense), net 0.2 (2.3) 2.0 (2.4)
Income (loss) before income taxes 8.4 13.6 (29.9) 212.8
Income taxes (1.4) (1.9) (9.5) (28.6) 9
Net income (loss) $ 7.0 $ 11.7 $ (39.4) $ 184.2
Dividends on redeemable convertible preferred shares (1.6) (8.7) (96.8) (25.9) 5, 6
Net income (loss) attributable to common shareholders $ 5.4 $ 3.0 $ (136.2) $ 158.3
Earnings (loss) per common share:
Basic $ 0.12 $ 0.07 $ (3.07) $ 3.51 7
Diluted $ 0.12 $ 0.07 $ (3.07) $ 3.39 7
Weighted average common shares outstanding:
Basic 43.9 44.7 44.3 45.1 7
Diluted 44.7 45.6 44.3 54.3 7

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

13 weeks ended
November 2, 2024 October 28, 2023
(in millions) Pre-tax <br>amount Tax <br>(expense) <br>benefit After-tax <br>amount Pre-tax <br>amount Tax <br>(expense) <br>benefit After-tax <br>amount
Net income $ 7.0 $ 11.7
Other comprehensive income (loss):
Foreign currency translation adjustments $ 1.0 $ — $ 1.0 $ (9.4) $ — $ (9.4)
Available-for-sale securities:
Unrealized gain (loss) 0.2 — 0.2 (0.1) — (0.1)
Cash flow hedges:
Unrealized gain (0.1) 0.1 — 1.2 (0.2) 1.0
Reclassification adjustment for gains to earnings — — — (0.1) — (0.1)
Total other comprehensive income (loss) $ 1.1 $ 0.1 $ 1.2 $ (8.4) $ (0.2) $ (8.6)
Total comprehensive income $ 8.2 $ 3.1
39 weeks ended
November 2, 2024 October 28, 2023
(in millions) Pre-tax <br>amount Tax <br>(expense) <br>benefit After-tax <br>amount Pre-tax <br>amount Tax <br>(expense) <br>benefit After-tax <br>amount
Net (loss) income $ (39.4) $ 184.2
Other comprehensive (loss) income:
Foreign currency translation adjustments $ 0.7 $ — $ 0.7 $ (0.4) $ — $ (0.4)
Available-for-sale securities:
Unrealized gain (loss) 0.2 — 0.2 (0.2) — (0.2)
Cash flow hedges:
Unrealized (loss) gain (0.3) 0.1 (0.2) 0.4 (0.1) 0.3
Reclassification adjustment for gains to earnings (0.1) — (0.1) (0.9) 0.2 (0.7)
Pension plan:
Reclassification adjustment for pension settlement loss to earnings — — — 0.2 (4.1) (3.9)
Total other comprehensive income (loss) $ 0.5 $ 0.1 $ 0.6 $ (0.9) $ (4.0) $ (4.9)
Total comprehensive (loss) income $ (38.8) $ 179.3

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions, except par value per share amount) November 2, 2024 February 3, 2024 October 28, 2023 Notes
Assets
Current assets:
Cash and cash equivalents $ 157.7 $ 1,378.7 $ 643.8
Inventories 2,136.2 1,936.6 2,095.7 10
Income taxes 70.7 9.4 9.1
Other current assets 174.2 211.9 269.7
Total current assets 2,538.8 3,536.6 3,018.3
Non-current assets:
Property, plant and equipment, net of accumulated depreciation and amortization of $1,526.5 (February 3, 2024 and October 28, 2023: $1,441.2 and $1,402.3, respectively) 501.0 497.7 509.8
Operating lease right-of-use assets 1,034.2 1,001.8 1,023.1 11
Goodwill 631.5 754.5 754.5 12
Intangible assets, net 358.7 402.8 405.6 12
Other assets 320.3 319.3 316.3
Deferred tax assets 300.8 300.5 37.3
Total assets $ 5,685.3 $ 6,813.2 $ 6,064.9
Liabilities, Redeemable convertible preferred shares, and Shareholders’ equity
Current liabilities:
Current portion of long-term debt $ — $ 147.7 $ 147.6 15
Accounts payable 642.5 735.1 644.9
Accrued expenses and other current liabilities 351.6 400.2 412.1
Deferred revenue 337.7 362.9 346.2 3
Operating lease liabilities 263.8 260.3 267.7 11
Income taxes 38.6 69.8 52.6
Total current liabilities 1,634.2 1,976.0 1,871.1
Non-current liabilities:
Long-term debt 253.0 — — 15
Operating lease liabilities 851.6 835.7 855.1 11
Other liabilities 88.1 96.0 94.6
Deferred revenue 864.3 881.8 856.5 3
Deferred tax liabilities 195.1 201.7 160.3
Total liabilities 3,886.3 3,991.2 3,837.6
Commitments and contingencies 20
Redeemable Series A Convertible Preference Shares $0.01 par value: authorized 500 shares, 0 shares outstanding (February 3, 2024 and October 28, 2023: 0.625 shares outstanding, respectively) — 655.5 655.1 5
Shareholders’ equity:
Common shares of $0.18 par value: authorized 500 shares, 43.5 shares outstanding (February 3, 2024 and October 28, 2023: 44.2 and 44.4 outstanding, respectively) 12.6 12.6 12.6
Additional paid-in capital 118.7 230.7 227.1
Other reserves 0.4 0.4 0.4
Treasury shares at cost: 26.5 shares (February 3, 2024 and October 28, 2023: 25.8 and 25.6 shares, respectively) (1,725.5) (1,646.9) (1,626.5)
Retained earnings 3,657.5 3,835.0 3,227.7
Accumulated other comprehensive loss (264.7) (265.3) (269.1) 8
Total shareholders’ equity 1,799.0 2,166.5 1,572.2
Total liabilities, redeemable convertible preferred shares and shareholders’ equity $ 5,685.3 $ 6,813.2 $ 6,064.9

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

39 weeks ended
(in millions) November 2, 2024 October 28, 2023
Operating activities
Net (loss) income $ (39.4) $ 184.2
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization 110.6 129.4
Amortization of unfavorable contracts (1.4) (1.4)
Share-based compensation 20.4 36.4
Deferred taxation (6.5) 40.2
Asset impairments, net 169.3 5.7
Other non-cash movements 4.3 4.3
Changes in operating assets and liabilities:
Inventories (189.5) 14.8
Other assets 38.0 (41.7)
Accounts payable (101.5) (221.5)
Accrued expenses and other liabilities (45.9) (253.2)
Change in operating lease assets and liabilities (14.0) (34.5)
Deferred revenue (41.8) (48.0)
Income tax receivable and payable (92.4) (20.0)
Net cash used in operating activities (189.8) (205.3)
Investing activities
Purchase of property, plant and equipment (114.4) (89.4)
Other investing activities, net (6.6) (4.5)
Net cash used in investing activities (121.0) (93.9)
Financing activities
Dividends paid on common shares (36.0) (29.7)
Dividends paid on redeemable convertible preferred shares (18.5) (24.6)
Repurchase of common shares (113.8) (117.5)
Repurchase of redeemable convertible preferred shares (812.9) —
Repayment of Senior Notes (147.8) —
Proceeds from ABL 253.0 —
Payment of debt issuance costs (4.3) —
Other financing activities, net (28.2) (47.9)
Net cash used in financing activities (908.5) (219.7)
Cash and cash equivalents at beginning of period 1,378.7 1,166.8
Decrease in cash and cash equivalents (1,219.3) (518.9)
Effect of exchange rate changes on cash and cash equivalents (1.7) (4.1)
Cash and cash equivalents at end of period $ 157.7 $ 643.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(in millions) Common <br>shares at <br>par value Additional <br>paid-in <br>capital Other <br>reserves Treasury <br>shares Retained <br>earnings Accumulated other <br>comprehensive <br>loss Total <br>shareholders’ <br>equity
Balance at February 3, 2024 $ 12.6 $ 230.7 $ 0.4 $ (1,646.9) $ 3,835.0 $ (265.3) $ 2,166.5
Net income — — — — 52.1 — 52.1
Other comprehensive loss — — — — — (4.3) (4.3)
Dividends declared:
Common shares, $0.29/share — — — — (12.9) — (12.9)
Preferred shares, $13.14/share — — — — (5.0) — (5.0)
Redemption of preferred shares — — — — (87.2) — (87.2)
Repurchase of common shares — — — (7.4) — — (7.4)
Net settlement of equity-based awards — (56.7) — 31.4 (2.3) — (27.6)
Share-based compensation expense — 7.6 — — — — 7.6
Balance at May 4, 2024 $ 12.6 $ 181.6 $ 0.4 $ (1,622.9) $ 3,779.7 $ (269.6) $ 2,081.8
Net loss — — — — (98.5) — (98.5)
Other comprehensive income — — — — — 3.7 3.7
Dividends declared:
Common shares, $0.29/share — — — — (12.9) — (12.9)
Preferred shares, $13.14/share — — — — (3.0) — (3.0)
Redemption of preferred shares — (23.9) — — — — (23.9)
Repurchase of common shares — — — (39.8) — — (39.8)
Net settlement of equity-based awards — (3.2) — 3.0 (0.7) — (0.9)
Share-based compensation expense — 10.7 — — — — 10.7
Balance at August 3, 2024 $ 12.6 $ 165.2 $ 0.4 $ (1,659.7) $ 3,664.6 $ (265.9) $ 1,917.2
Net income — — — — 7.0 — 7.0
Other comprehensive income — — — — — 1.2 1.2
Dividends declared:
Common shares, $0.29/share — — — — (12.6) — (12.6)
Preferred shares, $13.14/share — — — — (0.2) — (0.2)
Redemption of preferred shares — (47.9) — — (1.3) — (49.2)
Repurchase of common shares — — — (66.6) — — (66.6)
Net settlement of equity-based awards — (0.7) — 0.8 — — 0.1
Share-based compensation expense — 2.1 — — — — 2.1
Balance at November 2, 2024 $ 12.6 $ 118.7 $ 0.4 $ (1,725.5) $ 3,657.5 $ (264.7) $ 1,799.0 (in millions) Common <br>shares at <br>par value Additional <br>paid-in <br>capital Other <br>reserves Treasury <br>shares Retained <br>earnings Accumulated other <br>comprehensive <br>loss Total <br>shareholders’ <br>equity
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Balance at January 28, 2023 $ 12.6 $ 259.7 $ 0.4 $ (1,574.7) $ 3,144.8 $ (264.2) $ 1,578.6
Net income — — — — 97.4 — 97.4
Other comprehensive loss — — — — — (3.3) (3.3)
Dividends declared:
Common shares, $0.23/share — — — — (10.4) — (10.4)
Preferred shares, $13.14/share — — — — (8.6) — (8.6)
Repurchase of common shares — — — (39.1) — — (39.1)
Net settlement of equity-based awards — (60.5) — 57.3 (41.2) — (44.4)
Share-based compensation expense — 11.3 — — — — 11.3
Balance at April 29, 2023 $ 12.6 $ 210.5 $ 0.4 $ (1,556.5) $ 3,182.0 $ (267.5) $ 1,581.5
Net income — — — — 75.1 — 75.1
Other comprehensive income — — — — — 7.0 7.0
Dividends declared:
Common shares, $0.23/share — — — — (10.3) — (10.3)
Preferred shares, $13.14/share — — — — (8.6) — (8.6)
Repurchase of common shares — — — (43.3) — — (43.3)
Net settlement of equity-based awards — (4.4) — 3.4 (0.2) — (1.2)
Share-based compensation expense — 13.9 — — — — 13.9
Balance at July 29, 2023 $ 12.6 $ 220.0 $ 0.4 $ (1,596.4) $ 3,238.0 $ (260.5) $ 1,614.1
Net income — — — — 11.7 — 11.7
Other comprehensive loss — — — — — (8.6) (8.6)
Dividends declared:
Common shares, $0.23/share — — — — (10.2) — (10.2)
Preferred shares, $13.14/share — — — — (8.7) — (8.7)
Repurchase of common shares — — — (35.1) — — (35.1)
Net settlement of equity based awards — (4.1) — 5.0 (3.1) — (2.2)
Share-based compensation expense — 11.2 — — — — 11.2
Balance at October 28, 2023 $ 12.6 $ 227.1 $ 0.4 $ (1,626.5) $ 3,227.7 $ (269.1) $ 1,572.2

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SIGNET JEWELERS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

  1. Organization and principal accounting policies

Signet Jewelers Limited (“Signet” or the “Company”), a holding company incorporated in Bermuda, is the world’s largest retailer of diamond jewelry. The Company operates through its 100% owned subsidiaries with sales primarily in the United States (“US”), United Kingdom (“UK”) and Canada. Signet manages its business as three reportable segments: North America, International, and Other. The “Other” reportable segment consists of subsidiaries involved in the purchasing and conversion of rough diamonds to polished stones. See Note 4 for information regarding the Company’s reportable segments.

Signet’s business is seasonal, with the fourth quarter historically accounting for approximately 35-40% of annual sales as well as for a substantial portion of the annual operating income.

Basis of preparation

The condensed consolidated financial statements of the Company are prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US generally accepted accounting principles (“US GAAP” or “GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations. Intercompany transactions and balances have been eliminated in consolidation. The Company has reclassified certain prior year amounts to conform to the current year presentation. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. The results for interim periods are not necessarily indicative of the results to be expected for the full fiscal year or for any other interim period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in Signet’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024 filed with the SEC on March 21, 2024.

Use of estimates

The preparation of these condensed consolidated financial statements, in conformity with US GAAP and SEC regulations for interim reporting, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. Estimates and assumptions are primarily made in relation to the valuation of inventories, deferred revenue, employee compensation, income taxes, contingencies, leases, asset impairments for goodwill, indefinite-lived intangible and long-lived assets and the depreciation and amortization of long-lived assets.

Fiscal year

The Company’s fiscal year ends on the Saturday nearest to January 31st. Fiscal 2025 and Fiscal 2024 refer to the 52-week period ending February 1, 2025 and the 53-week period ended February 3, 2024, respectively. Within these condensed consolidated financial statements, the third quarter and year-to-date period of the fiscal years 2025 and 2024 refer to the 13 and 39 weeks ended November 2, 2024 and October 28, 2023, respectively.

Foreign currency translation

The financial position and operating results of certain foreign operations, including certain subsidiaries operating in the UK as part of the International reportable segment and Canada as part of the North America reportable segment, are consolidated using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange on the condensed consolidated balance sheet dates, and revenues and expenses are translated at the monthly average rates of exchange during the period. Resulting translation gains or losses are included in the accompanying condensed consolidated statements of shareholders’ equity as a component of accumulated other comprehensive income (loss) (“AOCI”). Gains or losses resulting from foreign currency transactions are included within other operating expense, net within the condensed consolidated statements of operations.

See Note 8 for additional information regarding the Company’s foreign currency translation.

Divestitures

On October 18, 2023, the Company entered into an agreement to sell the operations and certain assets of the Company’s UK prestige watch business in the International reportable segment, including 21 retail locations. The sale of these locations was substantially completed in the fourth quarter of Fiscal 2024, for proceeds of $53.8 million and resulted in a pre-tax gain of $12.3 million. In addition, during Fiscal 2025, the Company recorded $2.5 million of losses related to the completion of the divestiture.

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Based on the above sale, during the third quarter of Fiscal 2024, the Company determined the UK prestige watch business met the criteria to be classified as held for sale. The business did not meet the criteria to be classified as discontinued operations as the disposal did not represent a strategic shift that would have a major effect on the Company's operations. The related assets and liabilities that were expected to be disposed of were presented as held for sale as of October 28, 2023, recorded within other current assets and other current liabilities in the condensed consolidated balance sheet and consisted of the following:

(in millions)
Inventories $ 33.4
Property, plant and equipment 9.6
Operating lease right-of-use assets 19.8
Assets held for sale $ 62.8
Operating lease liabilities $ 21.4
Liabilities held for sale $ 21.4
  1. New accounting pronouncements

The following section provides a description of new accounting pronouncements ("Accounting Standard Update" or "ASU") issued by the Financial Accounting Standards Board ("FASB") that are applicable to the Company.

New accounting pronouncements recently adopted

There were no new accounting pronouncements adopted during Fiscal 2025 that have a material impact on the Company’s consolidated financial position or results of operations.

New accounting pronouncements issued but not yet adopted

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”)

In November 2023, the FASB issued ASU 2023-07. This ASU requires the following disclosures on an annual and interim basis:

•Significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included with each reported measure of segment profit/loss.

•Other segment items by reportable segment not already disclosed, consisting of differences between segment revenue and segment profit/loss.

•Other information by reportable segment, including total assets, depreciation and amortization, and capital expenditures.

•The title of the CODM and an explanation of how the CODM uses the reported measures of segment profit/loss in assessing segment performance and deciding how to allocate resources.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied on a retrospective basis. This ASU will have no impact on the Company’s consolidated financial condition or results of operations. The Company expects to revise its disclosures related to segment reporting within the Fiscal 2025 Form 10-K to incorporate the enhanced disclosure requirements described above.

Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”)

In December 2023, the FASB issued ASU 2023-09. This ASU modifies the annual disclosure requirements for income taxes in the following ways:

•The effective tax rate reconciliation must be disclosed using both percentages and dollars (currently only one is required). The reconciliation must contain several prescriptive categories, including disaggregating material impacts from foreign, state, and local taxes by jurisdiction. Qualitative information regarding material reconciling items is also required to be disclosed.

•The amount of income taxes paid must be disclosed and disaggregated by jurisdiction.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and may be applied on a prospective or retrospective basis. This ASU will have no impact on the Company’s consolidated financial condition or results of operations. The Company is evaluating the impact of this ASU on its income tax disclosures.

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Income Statement Expense Disaggregation Disclosures (Topic 220-40) (“ASU 2024-03”)

In November 2024, the FASB issued ASU 2024-03. This ASU requires disclosure of additional information about certain income statement expense line items, such as cost of sales and selling, general and administrative expenses (“SG&A”). Prescribed expense categories within each line item will be required to be disaggregated in tabular format. Prescribed expense categories include purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Other material expense categories identified within each income statement expense line item may also require disclosure. Total selling expenses and a definition of selling expenses is required to be disclosed.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied on a prospective or retrospective basis. This ASU will have no impact on the Company’s consolidated financial condition or results of operations. The Company is evaluating the impact of this ASU on its financial statement disclosures.

  1. Revenue recognition

The following table provides the Company’s total sales, disaggregated by banner, for the 13 and 39 weeks ended November 2, 2024 and October 28, 2023:

13 weeks ended November 2, 2024 13 weeks ended October 28, 2023
(in millions) North America International Other Consolidated North America International Other Consolidated
Sales by banner:
Kay $ 483.7 $ — $ — $ 483.7 $ 489.9 $ — $ — $ 489.9
Zales 225.4 — — 225.4 224.1 — — 224.1
Jared 226.5 — — 226.5 237.4 — — 237.4
Digital banners (1) 119.8 — — 119.8 134.9 134.9
Diamonds Direct 93.7 — — 93.7 93.3 — — 93.3
Banter by Piercing Pagoda 69.6 — — 69.6 69.4 — — 69.4
Peoples 39.7 — — 39.7 36.2 — — 36.2
International segment banners — 83.3 — 83.3 — 94.0 — 94.0
Other (2) 3.6 — 4.1 7.7 5.9 — 6.8 12.7
Total sales $ 1,262.0 $ 83.3 $ 4.1 $ 1,349.4 $ 1,291.1 $ 94.0 $ 6.8 $ 1,391.9
39 weeks ended November 2, 2024 39 weeks ended October 28, 2023
(in millions) North America International Other Consolidated North America International Other Consolidated
Sales by banner:
Kay $ 1,593.8 $ — $ — $ 1,593.8 $ 1,659.2 $ — $ — $ 1,659.2
Zales 737.6 — — 737.6 798.9 — — 798.9
Jared 727.6 — — 727.6 776.6 — — 776.6
Digital banners (1) 384.8 384.8 467.3 467.3
Diamonds Direct 265.6 — — 265.6 274.6 — — 274.6
Banter by Piercing Pagoda 230.8 — — 230.8 234.2 — — 234.2
Peoples 122.5 — — 122.5 117.9 — — 117.9
International segment banners — 247.0 — 247.0 — 289.0 — 289.0
Other (2) 16.9 — 24.6 41.5 24.7 — 31.1 55.8
Total sales $ 4,079.6 $ 247.0 $ 24.6 $ 4,351.2 $ 4,353.4 $ 289.0 $ 31.1 $ 4,673.5

(1) Includes sales from the Company’s digital banners, James Allen and Blue Nile.

(2) Other primarily includes sales from the Company’s diamond sourcing operation, loose diamonds and Rocksbox.

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The following table provides the Company’s total sales, disaggregated by major product, for the 13 and 39 weeks ended November 2, 2024 and October 28, 2023:

13 weeks ended November 2, 2024 13 weeks ended October 28, 2023
(in millions) North America International Other Consolidated North America International Other Consolidated
Sales by product:
Bridal $ 594.3 $ 37.0 $ — $ 631.3 $ 625.9 $ 38.7 $ — $ 664.6
Fashion 435.1 17.1 — 452.2 431.8 16.4 — 448.2
Watches 43.7 23.3 — 67.0 39.5 32.5 — 72.0
Services (1) 166.9 5.9 — 172.8 163.5 6.4 — 169.9
Other (2) 22.0 — 4.1 26.1 30.4 — 6.8 37.2
Total sales $ 1,262.0 $ 83.3 $ 4.1 $ 1,349.4 $ 1,291.1 $ 94.0 $ 6.8 $ 1,391.9
39 weeks ended November 2, 2024 39 weeks ended October 28, 2023
(in millions) North America International Other Consolidated North America International Other Consolidated
Sales by product:
Bridal $ 1,859.5 $ 112.2 $ — $ 1,971.7 $ 2,044.6 $ 124.2 $ — $ 2,168.8
Fashion 1,494.4 50.0 — 1,544.4 1,555.5 49.4 — 1,604.9
Watches 135.1 67.1 — 202.2 132.7 96.1 — 228.8
Services (1) 519.3 17.7 — 537.0 509.9 19.3 — 529.2
Other (2) 71.3 — 24.6 95.9 110.7 — 31.1 141.8
Total sales $ 4,079.6 $ 247.0 $ 24.6 $ 4,351.2 $ 4,353.4 $ 289.0 $ 31.1 $ 4,673.5

(1) Services primarily includes sales from service plans, repairs and subscriptions.

(2) Other primarily includes sales from the Company’s diamond sourcing operation and other miscellaneous non-jewelry revenue.

The following table provides the Company’s total sales, disaggregated by channel, for the 13 and 39 weeks ended November 2, 2024 and October 28, 2023:

13 weeks ended November 2, 2024 13 weeks ended October 28, 2023
(in millions) North America International Other Consolidated North America International Other Consolidated
Sales by channel:
Store $ 988.1 $ 64.8 $ — $ 1,052.9 $ 1,003.6 $ 77.8 $ — $ 1,081.4
eCommerce 270.7 18.5 — 289.2 284.7 16.2 — 300.9
Other (1) 3.2 — 4.1 7.3 2.8 — 6.8 9.6
Total sales $ 1,262.0 $ 83.3 $ 4.1 $ 1,349.4 $ 1,291.1 $ 94.0 $ 6.8 $ 1,391.9
39 weeks ended November 2, 2024 39 weeks ended October 28, 2023
(in millions) North America International Other Consolidated North America International Other Consolidated
Sales by channel:
Store $ 3,162.6 $ 193.2 $ — $ 3,355.8 $ 3,341.7 $ 239.4 $ — $ 3,581.1
eCommerce 905.6 53.8 — 959.4 997.4 49.6 — 1,047.0
Other (1) 11.4 — 24.6 36.0 14.3 — 31.1 45.4
Total sales $ 4,079.6 $ 247.0 $ 24.6 $ 4,351.2 $ 4,353.4 $ 289.0 $ 31.1 $ 4,673.5

(1) Other primarily includes sales from the Company’s diamond sourcing operation and loose diamonds.

Extended service plans (“ESP”)

The Company recognizes revenue related to ESP sales in proportion to when the expected costs will be incurred. The deferral periods for ESP sales are determined from patterns of claims costs, including estimates of future claims costs expected to be incurred. Management reviews the trends in historical claims to assess whether changes are required to the revenue and cost recognition rates utilized. A significant change in either the overall claims pattern or the life over which the Company is expected to fulfill its obligations under the warranty, could result in material change to revenues. All direct costs associated with the sale of the ESP are

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deferred and amortized in proportion to the revenue recognized and disclosed as either other current assets or other assets in the condensed consolidated balance sheets. These direct costs primarily include sales commissions and credit card fees.

Deferred ESP selling costs

Unamortized deferred ESP selling costs as of November 2, 2024, February 3, 2024 and October 28, 2023 were as follows:

(in millions) November 2, 2024 February 3, 2024 October 28, 2023
Other current assets $ 27.2 $ 28.2 $ 27.4
Other assets 80.0 83.0 81.3
Total deferred ESP selling costs $ 107.2 $ 111.2 $ 108.7

Amortization of deferred ESP selling costs is included within SG&A in the condensed consolidated statements of operations. Amortization of deferred ESP selling costs was $10.6 million and $32.7 million during the 13 and 39 weeks ended November 2, 2024, respectively, and $10.1 million and $31.8 million during the 13 and 39 weeks ended October 28, 2023, respectively.

Deferred revenue

Deferred revenue as of November 2, 2024, February 3, 2024 and October 28, 2023 was as follows:

(in millions) November 2, 2024 February 3, 2024 October 28, 2023
ESP deferred revenue $ 1,132.7 $ 1,158.7 $ 1,120.2
Other deferred revenue (1) 69.3 86.0 82.5
Total deferred revenue $ 1,202.0 $ 1,244.7 $ 1,202.7
Disclosed as:
Current liabilities $ 337.7 $ 362.9 $ 346.2
Non-current liabilities 864.3 881.8 856.5
Total deferred revenue $ 1,202.0 $ 1,244.7 $ 1,202.7

(1) Other deferred revenue primarily includes revenue collected from customers for custom orders and eCommerce orders, for which control has not yet transferred to the customer.

13 weeks ended 39 weeks ended
(in millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023
ESP deferred revenue, beginning of period $ 1,146.1 $ 1,138.9 $ 1,158.7 $ 1,159.5
Plans sold (1) 106.7 95.7 345.6 318.8
Revenue recognized (2) (120.1) (114.4) (371.6) (358.1)
ESP deferred revenue, end of period $ 1,132.7 $ 1,120.2 $ 1,132.7 $ 1,120.2

(1) Includes impact of foreign exchange translation.

(2) The Company recognized sales of $67.6 million and $227.8 million during the 13 and 39 weeks ended November 2, 2024, respectively, and $67.7 million and $230.2 million during the 13 and 39 weeks ended October 28, 2023, respectively, related to deferred revenue that existed at the beginning of the period in respect to ESP.

  1. Segment information

Financial information for each of Signet’s reportable segments is presented in the tables below. Signet’s CODM utilizes segment sales and operating income, after the elimination of any inter-segment transactions, to determine resource allocations and performance assessment measures. Signet aggregates operating segments with similar economic and operating characteristics. Signet manages its business as three reportable segments: North America, International, and Other. Signet’s sales are derived from the retailing of jewelry, watches, other products and services as generated through the management of its reportable segments. The Company allocates certain support center costs between operating segments, and the remainder of the unallocated costs are included with the corporate and unallocated expenses presented.

The North America reportable segment operates across the US and Canada. Its US stores operate nationally in malls and off-mall locations, as well as online, principally as Kay (Kay Jewelers and Kay Outlet), Zales (Zales Jewelers and Zales Outlet), Jared (Jared Jewelers and Jared Vault), Diamonds Direct, Banter by Piercing Pagoda, Rocksbox, and digital banners, James Allen and Blue Nile. Its Canadian stores operate as Peoples Jewellers.

The International reportable segment operates stores in the UK and Republic of Ireland as well as online. Its stores operate in malls and off-mall locations (i.e. high street) principally under the H. Samuel and Ernest Jones banners.

The Other reportable segment primarily consists of subsidiaries involved in the purchasing and conversion of rough diamonds to polished stones.

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13 weeks ended 39 weeks ended
(in millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023
Sales:
North America segment $ 1,262.0 $ 1,291.1 $ 4,079.6 $ 4,353.4
International segment 83.3 94.0 247.0 289.0
Other segment 4.1 6.8 24.6 31.1
Total sales $ 1,349.4 $ 1,391.9 $ 4,351.2 $ 4,673.5
Operating income (loss):
North America segment (1) $ 24.1 $ 39.2 $ 30.1 $ 281.0
International segment (2) (3.7) (9.0) (20.9) (22.9)
Other segment (1.6) (3.1) (7.3) (4.8)
Corporate and unallocated expenses (3) (9.6) (13.8) (43.8) (48.1)
Total operating income (loss) 9.2 13.3 (41.9) 205.2
Interest (expense) income, net (1.0) 2.6 10.0 10.0
Other non-operating income (expense), net 0.2 (2.3) 2.0 (2.4)
Income (loss) before income taxes $ 8.4 $ 13.6 $ (29.9) $ 212.8

(1)    Operating income during the 13 and 39 weeks ended November 2, 2024 includes $0.8 million and $169.0 million, respectively, of asset impairment charges primarily related to goodwill and indefinite-lived intangible assets recognized in the second quarter; and $5.4 million and $6.2 million, respectively, of restructuring and related charges. Operating income during the 39 weeks ended November 2, 2024 includes $1.1 million of integration-related expenses, primarily severance and retention, incurred for the integration of Blue Nile.

Operating income during the 13 and 39 weeks ended October 28, 2023 includes $7.5 million and $20.1 million, respectively, of integration-related expenses, primarily severance and retention, and exit and disposal costs, and system decommissioning costs incurred for the integration of Blue Nile; and $0.2 million and $4.4 million, respectively, of restructuring charges. Operating income during the 39 weeks ended October 28, 2023 includes a $3.0 million credit to income related to the adjustment of a prior litigation accrual and $5.6 million of net asset impairment charges primarily related to restructuring and integration.

See Note 12, Note 18 and Note 20 for additional information.

(2)    Operating loss during the 13 and 39 weeks ended November 2, 2024 includes $0.4 million and $5.4 million, respectively, of restructuring charges. Operating loss during the 39 weeks ended November 2, 2024 includes $2.5 million of net losses from the previously announced divestiture of the UK prestige watch business and $0.3 million of net asset impairment charges primarily related to planned store closures.

Operating loss during the 13 and 39 weeks ended October 28, 2023 includes restructuring charges of $1.4 million and costs related to the divestiture of the UK prestige watch business of $1.3 million.

See Note 1 and Note 18 for additional information.

(3)    Operating loss during the 13 and 39 weeks ended November 2, 2024 includes $0.8 million of Chief Executive Officer (“CEO”) transition costs, primarily related to professional fees incurred for the search for the Company’s recently appointed CEO.

  1. Redeemable preferred shares

On October 5, 2016, the Company issued 625,000 redeemable Series A Convertible Preference Shares (“Preferred Shares”) to Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC and LGP Associates VI-B LLC, all affiliates of Leonard Green & Partners, L.P. (together, the “Preferred Holders”), for an aggregate purchase price of $625.0 million, or $1,000 per share (the “Stated Value”) pursuant to the investment agreement dated August 24, 2016. The Preferred Shares were classified as temporary equity within the condensed consolidated balance sheets.

On March 30, 2024, Signet’s Board of Directors (the “Board”) approved amendments to the Certificate of Designation effective as of April 1, 2024, including to provide for net share settlement upon conversion of the Preferred Shares. Under the terms of the net share settlement, upon a conversion at the option of a Preferred Holder, in exchange for each Preferred Share, Signet was required to deliver cash for the stated value of the Preferred Shares, and could elect to deliver any net settlement amount in excess of stated value in cash, shares or a combination of cash and shares. The stated value of the Preferred Shares as of the date of the amendment was $1,050.94 per share. The amended Certificate of Designation also included certain restrictions on the Preferred Holders’ rights to convert the Preferred Shares prior to November 15, 2024. No other modifications to the terms of the Certificate of Designation were made.

On April 1, 2024, following the effectiveness of the amended Certificate of Designation, the Preferred Holders delivered notice to the Company of a conversion of 312,500 Preferred Shares (in the aggregate). In accordance with the terms of the amended Certificate of Designation, the conversion was settled in cash by the Company for $414.1 million on April 15, 2024, which included $2.1 million of accrued and unpaid dividends as of the date of conversion. The excess of the settlement amount (excluding dividends) over the stated value of the Preferred Shares was $83.6 million, which was recorded as a deemed dividend and a charge to net income (loss) attributable to common shareholders in the condensed consolidated statement of operations. The Company also incurred $1.6 million of expenses directly related to the redemption and recorded this as an additional deemed dividend charged to net income (loss)

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attributable to common shareholders, of which $0.9 million was included in accrued expenses and other current liabilities in the condensed consolidated balance sheet as of November 2, 2024.

On May 6, September 16, and October 8, 2024, the Preferred Holders elected to convert an additional 100,000, 110,000, and 102,500 Preferred Shares, respectively. Upon notice of conversion, the Company elected to settle the full conversion amounts in cash totaling $129.0 million, $135.8 million and $136.7 million, respectively. The excess of the settlement amount over the stated value of the Preferred Shares was $23.9 million, $19.7 million and $28.2 million, respectively, and was recorded as a direct reduction to additional paid-in capital in the condensed consolidated balance sheet. Upon the final conversion, the Company has satisfied all requirements under the Certificate of Designation.

The following table presents certain conversion measures as of February 3, 2024 and October 28, 2023:

(in millions, except conversion rate and conversion price) February 3, 2024 October 28, 2023
Conversion rate 12.5406 12.5406
Conversion price $ 79.7410 $ 79.7410
Potential impact of Preferred Shares if-converted to common shares 8.2 8.2
Liquidation preference (1) $ 665.1 $ 665.1

(1)    Includes the Stated Value of the Preferred Shares plus any declared but unpaid dividends.

In connection with the issuance of the Preferred Shares, the Company incurred direct and incremental expenses of $13.7 million, including financial advisory fees, closing costs, legal expenses and other offering-related expenses. These direct and incremental expenses originally reduced the carrying value of the Preferred Shares and were accreted through retained earnings as a deemed dividend from the date of issuance through the then first known redemption date in November 2024. Upon final conversion, all direct and incremental expenses have been fully accreted. Accumulated accretion as of February 3, 2024 and October 28, 2023 was $12.4 million and $12.0 million, respectively.

Accretion of $0.2 million and $1.3 million, respectively, was recorded to Preferred Shares in the condensed consolidated balance sheets during the 13 and 39 weeks ended November 2, 2024 and $0.5 million and $1.3 million, respectively, for the 13 and 39 weeks ended October 28, 2023.

  1. Shareholders’ equity

Dividends on Common Shares

Dividends declared on common shares during the 39 weeks ended November 2, 2024 and October 28, 2023 were as follows:

Fiscal 2025 Fiscal 2024
(in millions, except per share amounts) Dividends <br>per share Total dividends Dividends <br>per share Total dividends
First quarter $ 0.29 $ 12.9 $ 0.23 $ 10.4
Second quarter 0.29 12.9 0.23 10.3
Third quarter (1) 0.29 12.6 0.23 10.2
Total $ 0.87 $ 38.4 $ 0.69 $ 30.9

(1)    Signet’s dividend policy results in the dividend payment date being a quarter in arrears from the declaration date. As of November 2, 2024 and October 28, 2023, there was $12.6 million and $10.2 million recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets reflecting the cash dividends declared for the third quarter of Fiscal 2025 and Fiscal 2024, respectively.

Dividends on Preferred Shares

Dividends declared on the Preferred Shares during the 39 weeks ended November 2, 2024 and October 28, 2023 were as follows:

Fiscal 2025 Fiscal 2024
(in millions, except per share amounts) Dividends <br>per share Total dividends (2) Dividends <br>per share Total dividends
First quarter $ 13.14 $ 6.2 $ 13.14 $ 8.2
Second quarter 13.14 2.8 13.14 8.2
Third quarter (1) 13.14 1.3 13.14 8.2
Total $ 39.42 $ 10.3 $ 39.42 $ 24.6

(1)    Signet’s dividend policy results in the dividend payment date being a quarter in arrears from the declaration date. As of October 28, 2023, there was $8.2 million recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets reflecting the cash dividends on the Preferred Shares declared for the third quarter of Fiscal 2024. There were no dividends declared or accrued for the Preferred Shares as of November 2, 2024.

(2)    Dividends on the Preferred Shares during the first and third quarter of Fiscal 2025 includes $2.1 million and $1.3 million, respectively, of accrued dividends paid in connection with the redemptions further described in Note 5.

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There were no cumulative undeclared dividends on the Preferred Shares that reduced net (loss) income attributable to common shareholders during the 13 and 39 weeks ended November 2, 2024 or October 28, 2023. See Note 5 for additional discussion of the Company’s Preferred Shares.

Share repurchases

Signet may from time to time repurchase common shares under various share repurchase programs authorized by Signet’s Board. Repurchases may be made in the open market, through block trades, through accelerated share repurchase agreements or otherwise. The timing, manner, price and amount of any repurchases will be determined by the Company at its discretion and will be subject to economic and market conditions, stock prices, applicable legal requirements and other factors. The repurchase programs are funded through Signet’s existing cash reserves and liquidity sources. Repurchased shares are held as treasury shares and used by Signet primarily for issuance of share-based compensation awards, or for general corporate purposes.

The Board authorized repurchases to be made under the 2017 Share Repurchase Program (the “2017 Program”). Through the end of Fiscal 2024, the total authorization under the 2017 Program had been increased to approximately $1.9 billion, with $661.0 million remaining as of February 3, 2024. In March 2024, the Board approved a further $200.0 million increase to the multi-year authorization under the 2017 Program. Since inception of the 2017 Program, the Company has repurchased approximately $1.4 billion of shares, with $747.3 million of shares authorized for repurchase remaining as of November 2, 2024.

The share repurchase activity during the 39 weeks ended November 2, 2024 and October 28, 2023 was as follows:

39 weeks ended November 2, 2024 39 weeks ended October 28, 2023
(in millions, except per share amounts) Shares repurchased Amount repurchased (1) Average repurchase price per share (1) Shares repurchased Amount repurchased (1) Average repurchase price per share (1)
2017 Program 1.3 $ 113.8 $ 90.50 1.7 $ 117.5 $ 70.76

(1)    Includes amounts paid for commissions.

  1. Earnings (loss) per common share (“EPS”)

Basic EPS is computed by dividing net (loss) income attributable to common shareholders by the weighted average number of common shares outstanding for the period. The computation of basic EPS is outlined in the table below:

13 weeks ended 39 weeks ended
(in millions, except per share amounts) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023
Numerator:
Net income (loss) attributable to common shareholders $ 5.4 $ 3.0 $ (136.2) $ 158.3
Denominator:
Weighted average common shares outstanding 43.9 44.7 44.3 45.1
EPS – basic $ 0.12 $ 0.07 $ (3.07) $ 3.51

The dilutive effect of share awards represents the potential impact of outstanding awards issued under the Company’s share-based compensation plans, including time-based restricted shares, time-based restricted stock units, performance-based restricted stock units, and stock options issued under the Omnibus Plan and stock options issued under the Share Saving Plans. The dilutive effect of performance-based restricted stock units represents the number of contingently issuable shares that would be issuable if the end of the period was the end of the contingency period and is based on the actual achievement of performance metrics through the end of the current interim periods. The dilutive effect of Preferred Shares represents the potential impact for common shares that would be issued upon conversion. Potential common share dilution related to share awards and Preferred Shares is determined using the treasury stock and if-converted methods, respectively. Prior to modifications of the Preferred Shares described in Note 5, under the if-converted method, the Preferred Shares were assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted EPS calculation for the entire period being presented, only in the periods in which such effect is dilutive. Following the modifications, for any conversions, the denominator includes the weighted average of the potential common shares for the period that the related Preferred Shares were outstanding prior to such conversion. Additionally, in periods in which Preferred Shares are dilutive, cumulative dividends and accretion for issuance costs associated with the Preferred Shares are added back to net income (loss) attributable to common shareholders. Following the modifications, a modified if-converted method is used to determine potential common share dilution related to the remaining outstanding Preferred Shares. Under this method, dividends and accretion of issuance costs are no longer added back to net income (loss) attributable to common shareholders. See Note 5 for additional discussion of the Company’s Preferred Shares.

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The computation of diluted EPS is outlined in the table below:

13 weeks ended 39 weeks ended
(in millions, except per share amounts) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023
Numerator:
Net income (loss) attributable to common shareholders $ 5.4 $ 3.0 $ (136.2) $ 158.3
Add: Dividends on Preferred Shares — — — 25.9
Numerator for diluted EPS $ 5.4 $ 3.0 $ (136.2) $ 184.2
Denominator:
Basic weighted average common shares outstanding 43.9 44.7 44.3 45.1
Plus: Dilutive effect of share awards 0.4 0.9 — 1.0
Plus: Dilutive effect of Preferred Shares 0.4 — — 8.2
Diluted weighted average common shares outstanding 44.7 45.6 44.3 54.3
EPS – diluted $ 0.12 $ 0.07 $ (3.07) $ 3.39

The calculation of diluted EPS excludes the following items for each respective period on the basis that their effect would be antidilutive:

13 weeks ended 39 weeks ended
(in millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023
Share awards — — 0.4 —
Potential impact of Preferred Shares — 8.2 2.1 —
Total antidilutive shares — 8.2 2.5 —
  1. Accumulated other comprehensive income (loss)

The following tables present the changes in AOCI by component and the reclassifications out of AOCI, net of tax:

(in millions) Foreign <br>currency <br>translation Losses on available-for-sale securities, net Gains (losses) <br>on cash flow <br>hedges Accumulated <br>other <br>comprehensive loss
Balance at February 3, 2024 $ (265.2) $ (0.2) $ 0.1 $ (265.3)
Other comprehensive income (loss) (“OCI”) before reclassifications 0.7 0.2 (0.2) 0.7
Amounts reclassified from AOCI to earnings — — (0.1) (0.1)
Net current period OCI 0.7 0.2 (0.3) 0.6
Balance at November 2, 2024 $ (264.5) $ — $ (0.2) $ (264.7)

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The amounts reclassified from AOCI to earnings were as follows:

Amounts reclassified from AOCI
13 weeks ended 39 weeks ended
(in millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023 Statement of operations caption
Gains on cash flow hedges:
Foreign currency contracts $ — $ (0.1) $ (0.1) $ (0.9) Cost of sales (see Note 13)
Total before income tax — (0.1) (0.1) (0.9)
Income taxes — — — 0.2
Net of tax — (0.1) (0.1) (0.7)
Defined benefit pension plan items:
Pension settlement loss — — — 0.2 Other non-operating income (expense), net
Total before income tax — — — 0.2
Income taxes — — — (4.1)
Net of tax — — — (3.9)
Total reclassifications, net of tax $ — $ (0.1) $ (0.1) $ (4.6)
  1. Income taxes
39 weeks ended
November 2, 2024 October 28, 2023
Estimated annual effective tax rate before discrete items 16.6 % 19.1 %
Discrete items recognized (48.4) % (5.7) %
Effective tax rate recognized in statements of operations (31.8) % 13.4 %

During the 39 weeks ended November 2, 2024, the Company’s effective tax rate was different than the US federal income tax rate, primarily as a result of discrete tax items recognized in the 39 weeks ended November 2, 2024, including impairment charges of $166 million, of which $123 million relates to non-deductible goodwill, and the excess tax benefit for share-based compensation which vested during the year of $5.0 million. These discrete impacts were partially offset by the favorable impact of foreign rate differences and benefits from global reinsurance arrangements.

The Company’s effective tax rate for the same period during the prior year was lower than the US federal income tax rate, primarily as a result of the favorable impact of foreign rate differences and benefits from global reinsurance arrangements, as well as the discrete tax benefits related to the reclassification of the remaining pension settlement loss out of AOCI of $4.1 million and the excess tax benefit for share-based compensation which vested during the year of $9.4 million.

As of November 2, 2024, there has been no material change in the amounts of unrecognized tax benefits, or the related accrued interest and penalties (where appropriate), in respect of uncertain tax positions identified and recorded as of February 3, 2024.

  1. Inventories

The following table summarizes the details of the Company’s inventories as of November 2, 2024, February 3, 2024 and October 28, 2023:

(in millions) November 2, 2024 February 3, 2024 October 28, 2023
Raw materials $ 62.7 $ 49.4 $ 60.1
Merchandise inventories 2,073.5 1,887.2 2,035.6
Total inventories $ 2,136.2 $ 1,936.6 $ 2,095.7

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  1. Leases

Total lease costs for the 13 and 39 weeks ended November 2, 2024 and October 28, 2023 consist of the following:

13 weeks ended 39 weeks ended
(in millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023
Operating lease cost $ 101.0 $ 97.5 $ 282.9 $ 293.3
Short-term lease cost 8.5 12.7 44.9 37.4
Variable lease cost 24.3 25.0 75.1 77.8
Sublease income (0.3) (0.1) (0.6) (0.5)
Total lease costs $ 133.5 $ 135.1 $ 402.3 $ 408.0
  1. Goodwill and intangibles

Goodwill and other indefinite-lived intangible assets, such as indefinite-lived trade names, are evaluated for impairment annually. Additionally, if events or conditions indicate the carrying value of a reporting unit or an indefinite-lived intangible asset may be greater than its fair value, the Company would evaluate the asset for impairment at that time. Impairment testing compares the carrying amount of the reporting unit or other indefinite-lived intangible asset with its fair value. When the carrying amount of the reporting unit or other indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded.

Fiscal 2024

During the 13 weeks ended April 29, 2023, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the first quarter of Fiscal 2024 requiring an interim impairment assessment for any reporting units with goodwill and indefinite-lived intangible assets.

During the 13 weeks ended July 29, 2023, the Company completed its annual evaluation of its indefinite-lived intangible assets, including goodwill and trade names. The Company utilized the qualitative assessment for all reporting units and trade names, except the Digital Banners and Diamonds Direct reporting units and trade names, for which the quantitative assessment was utilized. Through the qualitative assessment, the Company did not identify any events or conditions that would indicate that it was more likely than not that the carrying values of the reporting units and indefinite-lived trade names exceeded their fair values.

The Company noted no impairment through the quantitative assessments based on the estimated fair values of the reporting units and trade names exceeding their carrying values. Additionally, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the second quarter of Fiscal 2024 requiring interim impairment assessments for any reporting units with goodwill and indefinite-lived intangible assets.

During the 13 weeks ended October 28, 2023, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the third quarter of Fiscal 2024 requiring an interim impairment assessment for any reporting units with goodwill and indefinite-lived intangible assets.

Fiscal 2025

During the 13 weeks ended May 4, 2024, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the first quarter of Fiscal 2025 requiring an interim impairment assessment for any reporting units with goodwill and indefinite-lived intangible assets.

During the 13 weeks ended August 3, 2024, the Company completed its annual evaluation of its indefinite-lived intangible assets, including goodwill and trade names. The Company utilized the qualitative assessment for all reporting units and trade names, except the Digital Banners and Diamonds Direct reporting units and the Diamonds Direct and Blue Nile trade names, for which the quantitative assessment was utilized. Through the qualitative assessment, the Company did not identify any events or conditions that would indicate that it was more likely than not that the carrying values of the reporting units and indefinite-lived trade names exceeded their fair values.

As part of the quantitative assessments, management reevaluated its long-term cash flow projections, primarily related to sales growth in the Digital Banners and Diamonds Direct. Both banners have a higher bridal mix compared to the rest of Signet, and thus the slower than expected engagement recovery and continued pressure on consumer discretionary spending have had a disproportionate impact on these businesses as compared to the other Signet banners. In addition, to a lesser degree, the Digital Banners sales have been impacted by market declines in lab created diamond pricing over the past year. Management also determined an increase in discount rates was required to reflect the current interest rate environment at the valuation date, as well as to reflect additional forecast risk related to the Digital Banners due to the previously discussed challenges related to the integration of Blue Nile. Therefore, these higher discount rates, in conjunction with the revised cash flow projections, resulted in lower than previously projected discounted cash flows for the reporting units and trade names which negatively affected the valuations compared to previous valuations. Based on the results of the quantitative impairment assessments, the Company determined that no impairment was required for the Diamonds Direct

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reporting unit, as its estimated fair value exceeded its carrying value. However, during the second quarter of Fiscal 2025, the Company recognized pre-tax impairment charges in the condensed consolidated statement of operations within its North America reportable segment related to the Diamonds Direct trade name, the Digital Banners reporting unit, and the Blue Nile trade name of $7.0 million, $123.0 million and $36.0 million, respectively, as their respective carrying values exceeded their fair values. As a result of these impairments, as of the annual valuation date of June 1, 2024, the carrying values of the Diamonds Direct trade name, Digital Banners goodwill, and Blue Nile trade name were reduced to their estimated fair values of $119 million, $203.1 million, and $60 million, respectively.

Additionally, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the second quarter of Fiscal 2025 requiring interim impairment assessments for any reporting units with goodwill and indefinite-lived intangible assets.

During the 13 weeks ended November 2, 2024, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the third quarter of Fiscal 2025 requiring an interim impairment assessment for any reporting units with goodwill and indefinite-lived intangible assets.

The uncertainty related to the current macroeconomic environment and potential impacts on consumers’ discretionary spending could negatively affect the share price of the Company’s common stock, as well as key assumptions used to estimate fair value, such as sales trends, margin trends, long-term growth rates and discount rates. An increase in the discount rate and/or a further softening of sales and operating income trends for any of the Company’s reporting units and related trade names, particularly during the Holiday Season, could result in a further decline in the estimated fair values of the indefinite-lived intangible assets, including goodwill, which could result in future material impairment charges, particularly for Diamonds Direct and Digital Banners as described above.

Goodwill

The following table summarizes the Company’s goodwill by reportable segment:

(in millions) North America
Balance at February 3, 2024 (1) $ 754.5
Impairment (123.0)
Balance at November 2, 2024 (1) $ 631.5

(1)    The carrying amount of goodwill is presented net of accumulated impairment losses of $699.0 million and $576.0 million as of November 2, 2024 and February 3, 2024, respectively.

Intangibles

Definite-lived intangible assets include trade names, technology and customer relationship assets. Indefinite-lived intangible assets consist of trade names. Both definite and indefinite-lived assets are recorded within intangible assets, net, on the condensed consolidated balance sheets. Intangible liabilities, net consists of unfavorable contracts and is recorded within accrued expenses and other current liabilities and other liabilities - non-current on the condensed consolidated balance sheets.

The following table provides additional detail regarding the composition of intangible assets and liabilities:

November 2, 2024 February 3, 2024 October 28, 2023
(in millions) Gross <br>carrying <br>amount Accumulated <br>amortization Net <br>carrying <br>amount Gross <br>carrying <br>amount Accumulated <br>amortization Net <br>carrying <br>amount Gross <br>carrying <br>amount Accumulated <br>amortization Net <br>carrying <br>amount
Intangible assets, net:
Definite-lived intangible assets $ 11.2 $ (8.2) $ 3.0 $ 11.2 $ (7.5) $ 3.7 $ 15.8 $ (9.0) $ 6.8
Indefinite-lived intangible assets (1) 355.7 — 355.7 399.1 — 399.1 398.8 — 398.8
Total intangible assets, net $ 366.9 $ (8.2) $ 358.7 $ 410.3 $ (7.5) $ 402.8 $ 414.6 $ (9.0) $ 405.6
Intangible liabilities, net $ (38.0) $ 35.8 $ (2.2) $ (38.0) $ 34.4 $ (3.6) $ (38.0) $ 34.0 $ (4.0)

(1)    The change in the indefinite-lived intangible asset balances during the periods presented was primarily due to the trade name impairment charges as described above.

  1. Derivatives

Derivative transactions are used by Signet for risk management purposes to address risks inherent in the Company’s business operations and sources of financing. The only risk that the Company is currently utilizing financial derivatives to mitigate is foreign currency risk. Signet does not enter into derivative transactions for speculative purposes.

The following types of derivative financial instruments are utilized by the Company to mitigate certain risk exposures related to changes in foreign exchange rates:

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Forward foreign currency exchange contracts (designated) — These contracts, which are principally in US dollars, are entered into to limit the impact of movements in foreign exchange rates on forecasted foreign currency purchases. The total notional amount of these foreign currency contracts outstanding as of November 2, 2024 was $17.3 million (February 3, 2024 and October 28, 2023: $5.1 million and $16.7 million, respectively). These contracts have been designated as cash flow hedges and will be settled over the next 11 months (February 3, 2024 and October 28, 2023: 6 months and 9 months, respectively). The fair value of outstanding contracts as well as related activity were not material for the periods presented.

There were no discontinued cash flow hedges during the 39 weeks ended November 2, 2024 and October 28, 2023 as all forecasted transactions are expected to occur as originally planned. As of November 2, 2024, based on current valuations, the Company expects approximately $0.3 million of net pre-tax derivative losses to be reclassified out of AOCI into earnings within the next 12 months.

Forward foreign currency exchange contracts (undesignated) — Foreign currency contracts not designated as cash flow hedges are used to limit the impact of movements in foreign exchange rates on recognized foreign currency payables and to hedge currency flows through Signet’s bank accounts to mitigate Signet’s exposure to foreign currency exchange risk in its cash and borrowings. The total notional amount of these foreign currency contracts outstanding as of November 2, 2024 was $76.5 million (February 3, 2024 and October 28, 2023: $57.2 million and $55.4 million, respectively).

The Company recognizes activity related to these derivative instruments within other operating expense, net in the condensed consolidated statements of operations. Losses were $0.5 million and $2.3 million during the 13 and 39 weeks ended November 2, 2024, respectively, and losses were $2.4 million and $1.9 million during the 13 and 39 weeks ended October 28, 2023, respectively.

The bank counterparties to the derivative instruments expose the Company to credit-related losses in the event of their non-performance. However, to mitigate that risk, the Company only contracts with counterparties that meet certain minimum requirements under its counterparty risk assessment process. As of November 2, 2024, the Company believes that this credit risk did not materially change the fair value of the foreign currency contracts.

  1. Fair value measurement

The estimated fair value of Signet’s financial instruments held or issued to finance Signet’s operations is summarized below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that Signet would realize upon disposition nor do they indicate Signet’s intent or ability to dispose of the financial instrument. Assets and liabilities that are carried at fair value are required to be classified and disclosed in one of the following three categories:

Level 1—quoted market prices in active markets for identical assets and liabilities

Level 2—observable market based inputs or unobservable inputs that are corroborated by market data

Level 3—unobservable inputs that are not corroborated by market data

Signet determines fair value based upon quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. The methods Signet uses to determine fair value on an instrument-specific basis are detailed below:

November 2, 2024 February 3, 2024 October 28, 2023
(in millions) Carrying Value Level 1 Level 2 Carrying Value Level 1 Level 2 Carrying Value Level 1 Level 2
Assets:
US Treasury securities $ 5.9 $ 5.9 $ — $ 5.3 $ 5.3 $ — $ 4.6 $ 4.6 $ —
Foreign currency contracts 0.2 — 0.2 0.1 — 0.1 0.4 — 0.4
US government agency securities — — — 0.5 — 0.5 0.5 — 0.5
Corporate bonds and notes — — — 2.0 — 2.0 2.9 — 2.9
Total assets $ 6.1 $ 5.9 $ 0.2 $ 7.9 $ 5.3 $ 2.6 $ 8.4 $ 4.6 $ 3.8
Liabilities:
Foreign currency contracts $ (0.5) $ — $ (0.5) $ (0.3) $ — $ (0.3) $ (0.6) $ — $ (0.6)
Total liabilities $ (0.5) $ — $ (0.5) $ (0.3) $ — $ (0.3) $ (0.6) $ — $ (0.6)

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Investments in US Treasury securities are based on quoted market prices for identical instruments in active markets, and therefore were classified as Level 1 measurements in the fair value hierarchy. Investments in US government agency securities and corporate bonds and notes are based on quoted prices for similar instruments in active markets, and therefore were classified as Level 2 measurements in the fair value hierarchy. The fair value of derivative financial instruments has been determined based on market value equivalents on the balance sheet dates, taking into account the current interest rate environment and foreign currency forward rates, and therefore were classified as Level 2 measurements in the fair value hierarchy. See Note 13 for additional information related to the Company’s derivatives.

Goodwill and other indefinite-lived intangible assets are evaluated for impairment annually or more frequently if events or conditions were to indicate the carrying value of a reporting unit or an indefinite-lived intangible asset may be greater than its fair value. As described in Note 12, the Company performed its annual impairment assessment on a quantitative basis for certain reporting units and indefinite-lived intangible assets as of June 1, 2024. The fair values used in these assessments were calculated using a combination of the income and market approaches for the reporting units and the relief from royalty method for the indefinite-lived intangible assets. The fair values are Level 3 valuations based on certain unobservable inputs, including estimated sales growth, projected cash flows, discount rates, comparable company earnings multiples, and royalty rates, aligned with market-based assumptions. These unobservable inputs would be utilized by market participants in valuing these assets or prices of similar assets. See Note 12 for additional information.

The carrying amounts of cash and cash equivalents, other current assets, accounts payable, accrued expenses and other current liabilities, and income taxes approximate fair value because of the short-term maturity of these amounts.

The fair value of the Senior Notes (as defined in Note 15) was determined using quoted market prices in inactive markets based upon current observable market interest rates and therefore were classified as Level 2 measurements in the fair value hierarchy. The carrying value of the ABL (as defined in Note 15) approximates fair value based on current market rates at which the Company could borrow with similar terms (Level 2). The following table provides a summary of the carrying amount and fair value of outstanding debt:

February 3, 2024 October 28, 2023
(in millions) Carrying <br>Value Fair Value Carrying <br>Value Fair Value
4.70% Senior unsecured notes due in June 2024 (Level 2) (1) $ 147.7 $ 146.3 $ 147.6 $ 144.4

(1)    The Senior Notes were repaid during the second quarter of Fiscal 2025. See Note 15 for additional information.

  1. Long-term debt
(in millions) November 2, 2024 February 3, 2024 October 28, 2023
Debt:
4.70% Senior unsecured notes due in June 2024, net of unamortized discount $ — $ 147.8 $ 147.8
ABL 253.0 — —
Gross debt 253.0 147.8 147.8
Less: Current portion of long-term debt — (147.7) (147.6)
Less: Unamortized debt issuance costs — (0.1) (0.2)
Total long-term debt $ 253.0 $ — $ —

Senior unsecured notes due 2024

On May 19, 2014, Signet UK Finance plc (“Signet UK Finance”), a wholly owned subsidiary of the Company, issued $400 million aggregate principal amount of its 4.70% senior unsecured notes due in June 2024 (the “Senior Notes”). The Senior Notes were jointly and severally guaranteed, on a full and unconditional basis, by the Company and by certain of the Company’s wholly owned subsidiaries. On September 5, 2019, Signet UK Finance announced the commencement of a tender offer to purchase any and all of its outstanding Senior Notes (the “Tender Offer”). Signet UK Finance tendered $239.6 million of the Senior Notes, representing a purchase price of $950.00 per $1,000.00 in principal, leaving $147.8 million of the Senior Notes outstanding after the Tender Offer.

The Company fully repaid the Senior Notes upon maturity during the second quarter of Fiscal 2025.

Asset-based credit facility

On September 27, 2019, the Company entered into a senior secured asset-based revolving credit facility in an aggregate committed amount of $1.5 billion (the “ABL”). The Company has the option to increase the size of the ABL by up to an additional $600 million. On August 23, 2024, the Company entered into the Fourth Amendment to the Credit Agreement (the “Fourth Amendment”) to amend the ABL. The Fourth Amendment extended the maturity of the ABL from July 28, 2026 to August 23, 2029, and reduced the ABL aggregate commitment to $1.2 billion. In addition, the Fourth Amendment expands the assets counted in the calculation of the

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borrowing base applicable to the ABL to include all specified assets of borrower and guarantor entities. The Company incurred additional debt issuance costs of $4.3 million relating to the Fourth Amendment of the ABL during Fiscal 2025.

As of November 2, 2024, the Company had outstanding borrowings of $253.0 million on the ABL and its available borrowing capacity was $929 million. The Company had no outstanding borrowings on the ABL as of February 3, 2024 and October 28, 2023.

  1. Warranty reserve

Certain banners within the North America reportable segment provide a product lifetime diamond guarantee as long as six-month inspections are performed and certified by an authorized store representative. Provided the customer has complied with the six-month inspection policy, the Company will replace, at no cost to the customer, any stone that chips, breaks or is lost from its original setting during normal wear. Management estimates the warranty accrual based on the lag of actual claims experience and the costs of such claims, inclusive of labor and material. A similar product lifetime guarantee is also provided on color gemstones. The warranty reserve for diamond and gemstone guarantees, included in accrued expenses and other current liabilities and other liabilities - non-current, is as follows:

13 weeks ended 39 weeks ended
(in millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023
Warranty reserve, beginning of period $ 42.3 $ 42.9 $ 43.7 $ 40.8
Warranty expense 1.6 3.5 5.7 11.6
Utilized (1) (2.8) (3.1) (8.3) (9.1)
Warranty reserve, end of period $ 41.1 $ 43.3 $ 41.1 $ 43.3

(1)     Includes impact of foreign exchange translation.

(in millions) November 2, 2024 February 3, 2024 October 28, 2023
Disclosed as:
Accrued expenses and other current liabilities $ 10.9 $ 11.8 $ 11.8
Other liabilities - non-current 30.2 31.9 31.5
Total warranty reserve $ 41.1 $ 43.7 $ 43.3
  1. Other operating expense, net

The following table provides the components of other operating expense, net for the 13 and 39 weeks ended November 2, 2024 and October 28, 2023:

13 weeks ended 39 weeks ended
(in millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023
Litigation charges (1) $ — $ — $ — $ 3.0
Restructuring charges (2) (5.2) (1.6) (11.0) (5.8)
Other (0.6) (2.1) (2.2) (4.6)
Other operating expense, net $ (5.8) $ (3.7) $ (13.2) $ (7.4)

(1)     Fiscal 2024 includes a credit to income related to the adjustment of a prior litigation accrual recognized in Fiscal 2023. See Note 20 for additional information.

(2)     See Note 18 for additional information.

  1. Restructuring

During the second quarter of Fiscal 2024, the Company initiated a plan to rationalize its store footprint across the Company, as well as to reorganize certain centralized functions within its North America and UK support centers (collectively, the “Plan”). During the first quarter of Fiscal 2025, as a result of the continued strategic review of the UK business, the Company expanded the Plan in order to further redesign the operating model of the UK business aimed at improving profitability, with margins in line with the rest of the business within the next three years. The store footprint reduction is expected to include the closure of up to 150 underperforming stores across both the North America and International reportable segments through the end of Fiscal 2025 and will result in costs primarily for severance and asset disposals or impairment. The reorganization of certain support functions includes the elimination of certain roles resulting in expenses primarily related to severance and other employee-related costs. Actions related to the Plan are expected to be completed by the end of Fiscal 2025.

During the 13 and 39 weeks ended November 2, 2024, the Company recorded charges related to the Plan of $5.6 million and $13.5 million, respectively, consisting of the following: $3.9 million and $6.6 million, respectively, for employee-related costs; $1.3 million and $4.4 million, respectively, for store closure costs; and $0.4 million and $2.5 million, respectively, related to asset impairments. Employee-related and store closure costs are recorded within other operating expense, net and asset impairments are recorded within asset impairments, net within the condensed consolidated statements of operations.

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During the 13 and 39 weeks ended October 28, 2023, the Company recorded charges related to the Plan of $1.6 million and $9.3 million, respectively, consisting of the following: $1.5 million and $5.1 million, respectively, for employee-related costs; $0.1 million and $0.7 million, respectively, for store closure costs; and $3.5 million for asset impairments during the 39 weeks ended October 28, 2023.

Cumulative costs to date related to the Plan are $24.8 million, consisting of the following: $12.0 million for employee-related costs; $6.0 million for store closure costs; and $6.8 million related to asset impairments. Total estimated costs related to the Plan are expected to range from $25 million to $30 million, including $10 million to $15 million of estimated charges for asset disposals and impairments.

  1. Supplier finance program

The Company entered into a supplier finance program during Fiscal 2024. Under this program, a financial intermediary acts as the Company’s paying agent with respect to accounts payable due to certain suppliers. The Company agrees to pay the financial intermediary the stated amount of the confirmed invoices from the designated suppliers on the original maturity dates of the invoices. The supplier finance program enables Company suppliers to be paid by the financial intermediary earlier than the due date on the applicable invoice. The Company negotiates payment terms directly with its suppliers for the purchase of goods and services. No guarantees or collateral are provided by the Company under the supplier finance program. As of November 2, 2024, the Company had $13.3 million of confirmed invoices outstanding under the supplier finance program (February 3, 2024 and October 28, 2023: $7.8 million and zero, respectively). All activity related to the supplier finance program is included in accounts payable in the condensed consolidated balance sheets and within operating activities in the condensed consolidated statements of cash flows.

  1. Commitments and contingencies

Legal proceedings

The Company is routinely a party to various legal proceedings arising in the ordinary course of business. These legal proceedings primarily include employment-related and commercial claims. The Company does not believe that the outcome of any such legal proceedings pending against the Company would have a material adverse effect on the Company’s consolidated financial position, liquidity, or results of operations.

Previously settled matters

Employment practices

As previously disclosed, on June 8, 2022, the Company, through its subsidiary Sterling Jewelers Inc., reached a settlement agreement on a collective class arbitration proceeding associated with certain store-level employment practices. As a result of the settlement, the Company recorded a pre-tax charge of $188 million within other operating expense, net in the statement of operations during Fiscal 2023. This settlement charge included the payments to the class of approximately $175 million, as well as estimated employer payroll taxes, class administration fees and class counsel attorneys’ fees and costs. Based on the final assessment of employer payroll taxes due, the total settlement charge was reduced to approximately $185 million, which was fully funded by the Company in the first quarter of Fiscal 2024.

Other matters

As previously disclosed, in February 2023, the Company received an unfavorable ruling under a private arbitration involving a dispute with a vendor alleging breach of contract. As a result of this ruling, during the fourth quarter of Fiscal 2023, the Company recorded a pre-tax charge of $15.9 million within other operating expense, net in the consolidated statement of operations. This was paid in the first quarter of Fiscal 2024.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis in this Item 2 is intended to provide the reader with information that will assist in understanding the significant factors affecting the Company’s condensed consolidated operating results, financial condition, liquidity and capital resources. This discussion should be read in conjunction with our condensed consolidated financial statements and the notes to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q, as well as the financial and other information included in Signet’s Fiscal 2024 Annual Report on Form 10-K filed with the SEC on March 21, 2024.

This management's discussion and analysis provides comparisons of material changes in the condensed consolidated financial statements for the 13 and 39 weeks ended November 2, 2024 and October 28, 2023.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon management's beliefs and expectations as well as on assumptions made by and data currently available to management, appear in a number of places throughout this document and include statements regarding, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. The use of the words "expects," "intends," "anticipates," "estimates," "predicts," "believes," "should," "potential," "may," "preliminary," "forecast," "objective," "plan," or "target," and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties which could cause the actual results to not be realized, including, but not limited to: executing major business or strategic initiatives, such as expansion of the services business, realizing the benefits of our restructuring plans or new transformation strategies that the Company may develop in the future; difficulty or delay in executing or integrating an acquisition; the impact of the Israel-Hamas conflict on the operations of our quality control and technology centers in Israel; the negative impacts that public health crisis, disease outbreak, epidemic or pandemic has had, and could have in the future, on our business, financial condition, profitability and cash flows, including without limitation risks relating to shifts in consumer spending away from the jewelry category, trends toward more experiential purchases such as travel, the pace at which engagements are expected to recover from the disruption in the dating cycle on engagements caused by COVID-19, and the Company’s ability to capture market share of the bridal category upon the recovery of engagements; general economic or market conditions, including impacts of inflation or other pricing environment factors on our commodity costs (including diamonds) or other operating costs; a prolonged slowdown in the growth of the jewelry market or a recession in the overall economy; financial market risks; a decline in consumer discretionary spending or deterioration in consumer financial position; disruptions in our supply chain; our ability to attract and retain labor; our ability to optimize our transformation strategies; changes to regulations relating to customer credit; disruption in the availability of credit for customers and customer inability to meet credit payment obligations, which has occurred and may continue to deteriorate; our ability to achieve the benefits related to the outsourcing of the credit portfolio, including due to technology disruptions and/or disruptions arising from changes to or termination of the relevant outsourcing agreements, as well as a potential increase in credit costs due to the current interest rate environment; deterioration in the performance of individual businesses or of our market value relative to its book value, resulting in further impairments of long-lived assets or intangible assets or other adverse financial consequences; the volatility of our stock price; the impact of financial covenants, credit ratings or interest volatility on our ability to borrow; our ability to maintain adequate levels of liquidity for our cash needs, including debt obligations, payment of dividends, planned share repurchases (including execution of accelerated share repurchases and the payment of related excise taxes) and capital expenditures as well as the ability of our customers, suppliers and lenders to access sources of liquidity to provide for their own cash needs; potential regulatory changes; future legislative and regulatory requirements in the US and globally relating to climate change, including any new climate related disclosure or compliance requirements, such as those recently issued in the state of California or adopted by the SEC; exchange rate fluctuations; the cost, availability of and demand for diamonds, gold and other precious metals, including any impact on the global market supply of diamonds due to the ongoing Israel-Hamas conflict, the potential sale or divestiture of the De Beers Diamond Company and its diamond mining operations by parent company Anglo-American plc, and the ongoing Russia-Ukraine conflict or related sanctions; stakeholder reactions to disclosure regarding the source and use of certain minerals; scrutiny or detention of goods produced in certain territories resulting from trade restrictions; seasonality of our business; the merchandising, pricing and inventory policies followed by us and our ability to manage inventory levels; our relationships with suppliers including the ability to continue to utilize extended payment terms and the ability to obtain merchandise that customers wish to purchase; the failure to adequately address the impact of existing tariffs and/or the imposition of additional duties, tariffs, taxes and other charges or other barriers to trade or impacts from trade relations; the level of competition and promotional activity in the jewelry sector; our ability to optimize our multi-year strategy to gain market share, expand and improve existing services, innovate and achieve sustainable, long-term growth; the maintenance and continued innovation of our OmniChannel retailing and ability to increase digital sales, as well as management of digital marketing costs; changes in consumer attitudes regarding jewelry and failure to anticipate and keep pace with changing fashion trends; changes in the costs, retail prices, supply and consumer acceptance of, and demand for gem quality lab-created diamonds and adequate identification of the use of substitute products in our jewelry; ability to execute successful marketing programs and manage social media; the ability to optimize our real estate footprint, including operating in attractive trade areas and accounting for changes in consumer traffic in mall locations; the performance of and ability to recruit, train, motivate and retain qualified team members - particularly store associates in regions experiencing low unemployment rates and key executive talent during periods of leadership transition, such as the recent appointment of a new Chief Executive Officer; management of social, ethical and environmental risks; ability to deliver on our environmental, social and governance goals; the reputation of Signet and its banners; inadequacy in and disruptions to internal controls and systems, including related to the migration to new information technology systems which impact financial reporting; risks associated with the Company’s use of artificial intelligence; security

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breaches and other disruptions to our or our third-party providers’ information technology infrastructure and databases; an adverse development in legal or regulatory proceedings or tax matters, including any new claims or litigation brought by employees, suppliers, consumers or shareholders, regulatory initiatives or investigations, and ongoing compliance with regulations and any consent orders or other legal or regulatory decisions; failure to comply with labor regulations; collective bargaining activity; changes in corporate taxation rates, laws, rules or practices in the US and other jurisdictions in which our subsidiaries are incorporated, including developments related to the tax treatment of companies engaged in internet commerce or deductions associated with payments to foreign related parties that are subject to a low effective tax rate; risks related to international laws and Signet being a Bermuda corporation; risks relating to the outcome of pending litigation; our ability to protect our intellectual property or assets including cash which could be affected by failure of a financial institution or conditions affecting the banking system and financial markets as a whole; changes in assumptions used in making accounting estimates relating to items such as extended service plans; or the impact of weather-related incidents, natural disasters, organized crime or theft, increased security costs, strikes, protests, riots or terrorism, or acts of war (including the ongoing Russia-Ukraine and Israel-Hamas conflicts).

For a discussion of these and other risks and uncertainties which could cause actual results to differ materially from those expressed in any forward looking statement, see the “Risk Factors” and “Forward-Looking Statements” sections of Signet’s Fiscal 2024 Annual Report on Form 10-K filed with the SEC on March 21, 2024, and quarterly reports on Form 10-Q and the “Safe Harbor Statements” in current reports on Form 8-K filed with the SEC. Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

OVERVIEW

Signet Jewelers Limited (“Signet” or the “Company”) is the world’s largest retailer of diamond jewelry. Signet is incorporated in Bermuda. The Company operated 2,655 retail locations as of November 2, 2024, which when combined with the Company’s digital capabilities under its Connected Commerce strategy, provides customers the opportunity to use both online and in-store experiences as part of their shopping journey. Signet manages its business by geography, a description of which follows:

•The North America reportable segment operates nine banners, with the majority operating through both online and brick and mortar retail operations. The segment had 2,298 locations in the US and 91 locations in Canada as of November 2, 2024.

◦In the US, the segment operates under the following banners: Kay (Kay Jewelers and Kay Outlet); Zales (Zales Jewelers and Zales Outlet); Jared (Jared Jewelers and Jared Vault); Banter by Piercing Pagoda; Diamonds Direct; Rocksbox; and digital banners, James Allen and Blue Nile.

◦In Canada, the segment operates under the Peoples banner (Peoples Jewellers).

•The International reportable segment had 266 locations in the UK and Republic of Ireland as of November 2, 2024, and maintains an online retail presence for its principal banners, H. Samuel and Ernest Jones.

Certain Company activities are managed in the “Other” reportable segment for financial reporting purposes, primarily the Company’s diamond sourcing operation and its diamond polishing factory in Botswana. See Note 4 of Item 1 for additional information regarding the Company’s reportable segments and see Item 1 of Signet’s Fiscal 2024 Annual Report on Form 10-K for further background and description of the Company’s business.

Inspiring Brilliance strategy

The Company continues to execute the initiatives under its Inspiring Brilliance strategy, which is focused on the achievement of sustainable industry-leading growth toward its previously announced mid-term goals of growing revenue to $9 to $10 billion, with an annual double digit adjusted operating margin (see Non-GAAP Measures section for further information). The Inspiring Brilliance strategy focuses on sustainable enhancements to the differentiation of Signet’s banners, including the expansion of its accessible luxury portfolio, its connected commerce and digital capabilities and its initiatives to accelerate services and optimize its real estate footprint. As described in the Purpose and Strategy section within Item 1 of Signet’s Fiscal 2024 Annual Report on Form 10-K filed with the SEC on March 21, 2024, through its Inspiring Brilliance strategy, the Company is focused on leveraging the core strengths that it has developed since the beginning of its transformation six years ago. Signet aims to be the innovation and market share leader of the jewelry category with opportunity for additional market share expansion and profitable growth as the Company leverages its flexible operating model, strong cash flows, scale and core strengths while investing to widen its competitive advantages.

Overall performance - Third quarter Fiscal 2025

Signet’s sales decreased by 3.1% during the third quarter of Fiscal 2025 compared to the same period in Fiscal 2024. During the third quarter, the Company saw positive factors in sales driven by new fashion assortments, sequential improvements in overall same store sales, moderate bridal improvement in our core banners and continued strong performance in services. However, these favorable impacts were more than offset by store closures and the prestige watch business divestiture in the UK, the impacts of the hurricanes in the southern US, a slower than expected engagement recovery, continued uncertainties in consumer spending patterns, and competitive pricing pressure. The third quarter was also unfavorably impacted by the integration and re-platforming challenges that persist at the digital banners which began in the second half of Fiscal 2024. During the third quarter of Fiscal 2025, the Company’s

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average merchandise transaction values (“ATV”) were flat in the North America reportable segment and decreased by 13.4% in the International reportable segment. The ATV in North America was bolstered by the newness in Signet’s product assortment, particularly in fashion, which was able to offset the impacts of competitive pricing pressure noted above, particularly in bridal. Same store sales in the International reportable segment were up 1.6% in the third quarter; however, overall reported sales and ATV were down year over year due to unfavorable impact of the previously disclosed divestiture of the UK prestige watch business in the fourth quarter of Fiscal 2024, which carried products at high price points.

Refer to the “Results of Operations” section below for further information on performance during the third quarter of Fiscal 2025.

Fiscal 2025 Outlook

The Company anticipates same store sales down in the range of 2% to 3% for full year Fiscal 2025, including flat to up 3% in the fourth quarter. The Company believes it is positioned to deliver a positive holiday performance this year, driven by our comprehensive go-to-market strategy which will lean into our strengths in fashion newness and services, as well as capitalize on the moderate increase in engagement units expected in the fourth quarter. We believe that the Company’s competitive strengths such as targeted marketing, focused operations, service offerings and product newness will position us to serve our value-oriented customers well at holiday. In our digital banners, while certain integration issues have moderated, challenges in re-platforming of the James Allen and Blue Nile websites in the third quarter significantly impacted traffic and search placement, and sales are expected to be unfavorably impacted through the rest of the year.

The Company plans to continue strategic investments that differentiate Signet from its competitors, in particular investments in its banner value propositions, including the renovation of its fleet, its services business, increase the flow of newness of its product offerings, and personalized marketing. Furthermore, the Company will maintain its diligent and effective efforts to drive cost savings and leverage its flexible operating model, scale and fleet optimization. As part of its efforts to focus on its strategic business in the UK, the Company completed the divestiture of the Company’s UK prestige watch business during the fourth quarter of Fiscal 2024 and closed 21 stores to date in Fiscal 2025, primarily at the Ernest Jones banner. These actions, as well as further streamlining overhead in the UK support center, are aimed at improving profitability in this segment, with margins in line with the rest of the business within the next three years.

The Company continues to monitor the impacts of certain macroeconomic factors on its business, such as inflation and the Russia-Ukraine and Israel-Hamas conflicts. Signet operates quality control and technology centers in Israel, and to date, these operations have not been impacted by the geopolitical conflict in the Middle East. While the Company currently does not expect disruptions to its operations in Israel to have a material impact on the Company’s results of operations, the Company will continue to closely monitor this conflict and any impacts on its business, as well as its team members in Israel. Uncertainties exist that could impact the Company’s results of operations or cash flows in the future, such as competitive pricing pressure, including lab-created diamonds, continued inflationary impacts to the Company (including, but not limited to, materials, labor, fulfillment and advertising costs) or adverse shifts in consumer discretionary spending, slower than anticipated recovery of engagements, deterioration of consumer credit, supply chain disruptions to the Company’s business, the Company’s ability to recruit and retain qualified team members, or organized retail crime and its impact to mall traffic. In addition, the Company will monitor potential impacts of changes to regulations, taxes and tariffs as a result of the incoming US administration. See “Forward-Looking Statements” above as well as the “Risk Factors” included in Item 1A of Signet’s Fiscal 2024 Annual Report on Form 10-K.

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RESULTS OF OPERATIONS

Comparison of Third Quarter Fiscal 2025 to Third Quarter Fiscal 2024

Third Quarter Year to Date
Fiscal 2025 Fiscal 2024 Fiscal 2025 Fiscal 2024
(in millions) % of sales % of sales % of sales % of sales
Sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales (864.1) (64.0) (890.6) (64.0) (2,727.2) (62.7) (2,929.4) (62.7)
Gross margin 485.3 36.0 501.3 36.0 1,624.0 37.3 1,744.1 37.3
Selling, general and administrative expenses (469.6) (34.8) (484.2) (34.8) (1,483.4) (34.1) (1,525.8) (32.6)
Asset impairments, net (0.7) (0.1) (0.1) — (169.3) (3.9) (5.7) (0.1)
Other operating expense, net (5.8) (0.4) (3.7) (0.3) (13.2) (0.3) (7.4) (0.2)
Operating income (loss) 9.2 0.7 13.3 1.0 (41.9) (1.0) 205.2 4.4
Interest (expense) income, net (1.0) (0.1) 2.6 0.2 10.0 0.2 10.0 0.2
Other non-operating income (expense), net 0.2 — (2.3) (0.2) 2.0 — (2.4) (0.1)
Income (loss) before income taxes 8.4 0.6 13.6 1.0 (29.9) (0.7) 212.8 4.6
Income taxes (1.4) (0.1) (1.9) (0.1) (9.5) (0.2) (28.6) (0.6)
Net income (loss) 0.5 % 0.8 % (0.9) % 3.9 %
Dividends on Preferred Shares (1.6) nm (8.7) nm (96.8) nm (25.9) nm
Net income (loss) attributable to common shareholders 0.4 % 0.2 % (3.1) % 3.4 %

All values are in US Dollars.

nm    Not meaningful.

Third quarter sales

Signet's total sales decreased 3.1% year over year to $1.35 billion in the 13 weeks ended November 2, 2024. Same store sales decreased 0.7%, compared to a decrease of 11.8% in the prior year quarter. These decreases were the result of decreased traffic and operational challenges at the digital banners, the impact of the hurricanes in the Southern US and the slower than expected engagement recovery, which were partially offset by growth in fashion and new merchandise. Additionally, the decrease in total reported sales was also impacted by store closures and divestiture of the prestige watch business in the UK year over year.

eCommerce sales in the third quarter of Fiscal 2025 were $289.2 million, down $11.7 million or 3.9%, compared to $300.9 million in the prior year third quarter, primarily due to challenges in the digital banners noted above. eCommerce sales accounted for 21.4% of third quarter sales, relatively flat compared to 21.6% of total sales in the prior year third quarter. Brick and mortar same store sales were flat from the prior year third quarter.

The breakdown of the third quarter sales performance by reportable segment is set out in the table below:

Change from previous year
Third Quarter of Fiscal 2025 Same store<br><br>sales (1) Non-same <br>store sales, <br>net Total sales<br><br>at constant<br><br>exchange rate (2) Exchange <br>translation <br>impact Total sales<br>as reported Total sales <br>(in millions)
North America reportable segment (0.8) % (1.4) % (2.2) % (0.1) % (2.3) % $ 1,262.0
International reportable segment 1.6 % (17.1) % (15.5) % 4.1 % (11.4) % $ 83.3
Other reportable segment (3) nm nm nm nm nm $ 4.1
Signet (0.7) % (2.7) % (3.4) % 0.3 % (3.1) % $ 1,349.4

(1)    The 53rd week in Fiscal 2024 has resulted in a shift as the current fiscal year began a week later than the previous fiscal year. As such, same store sales for Fiscal 2025 have been calculated by aligning the sales weeks of the current quarter to the equivalent sales weeks in the prior fiscal year quarter. Total reported sales continue to be calculated based on the reported fiscal periods.

(2)    The Company provides the period-over-period change in total sales excluding the impact of foreign currency fluctuations, which is a non-GAAP measure, to provide transparency to performance and enhance investors’ understanding of underlying business trends. The effect from foreign currency, calculated on a constant currency basis, is determined by applying current year average exchange rates to prior year sales in local currency.

(3)    Includes sales from Signet’s diamond sourcing operation.

nm Not meaningful.

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ATV is an operating metric defined as net merchandise sales divided by the total number of customer transactions. The ATV is measured each period based on the reported merchandise sales for the corresponding period presented.

Average Merchandise Transaction Value(1)(2) Merchandise Transactions
Average Value Change from previous year Change from previous year
Third Quarter Fiscal 2025 Fiscal 2024 Fiscal 2025 Fiscal 2024 Fiscal 2025 Fiscal 2024
North America reportable segment $ 622 $ 622 — % 1.1 % (2.1) % (15.1) %
International reportable segment (3) £ 162 £ 187 (13.4) % 2.7 % (3.2) % (11.5) %

(1)    Net merchandise sales within the North America reportable segment include all merchandise product sales, net of discounts and returns. In addition, excluded from net merchandise sales are sales tax in the US, repairs, extended service plans, insurance, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to the change in reported sales.

(2)    Net merchandise sales within the International reportable segment include all merchandise product sales, including value added tax (“VAT”), net of discounts and returns. In addition, excluded from net merchandise sales are repairs, warranty, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to the change in reported sales.

(3)    International reportable segment amounts are denominated in British pounds.

North America sales

The North America reportable segment’s total sales were $1.26 billion compared to $1.29 billion in the prior year quarter, or a decrease of 2.3%. This decrease was the result of a slower than expected engagement recovery, operational challenges and decreased traffic at the digital banners, the impact of the hurricanes in the Southern US, and the continued uncertainties in consumer spending. These decreases were partially offset by the Company’s higher penetration of new merchandise which drove growth in fashion during the quarter. Same store sales decreased 0.8% compared to a decrease of 12.3% in the prior year quarter due to the decline in the number of transactions by 2.1% year over year.

International sales

The International reportable segment’s total sales decreased 11.4%, or 15.5% at constant exchange rates, to $83.3 million compared to $94.0 million in the prior year quarter, primarily due to the divestiture of the prestige watch business in the fourth quarter of Fiscal 2024, as well as the impact of store closures. The number of transactions decreased 3.2% and ATV decreased 13.4% year over year. Same store sales increased 1.6% compared to a decrease of 4.6% in the prior year quarter.

Year to date sales

Signet’s total sales decreased 6.9% to $4.35 billion compared to $4.67 billion in the prior year. Signet’s same store sales decreased 4.6%, compared to a decrease of 12.6% in the prior year. As further described above, these declines were driven primarily by a slower than expected engagement recovery, store closures and the prestige watch divestiture in the UK, operational challenges at the digital banners, and the impact of the macro environment on consumer spending, particularly earlier in the year.

eCommerce sales year to date were $959.4 million, down $87.6 million or 8.4%, compared to $1.05 billion in the prior year. eCommerce sales accounted for 22.0% of year to date sales, down slightly from 22.4% of total sales in the prior year. The decrease in total eCommerce sales was driven by the challenges in the digital banners noted above. Brick and mortar same store sales decreased 3.7% from the prior period.

The breakdown of the year to date sales performance by reportable segment is set out in the table below:

Change from previous year
Year to date Fiscal 2025 Same store<br><br>sales (1) Non-same <br>store sales, <br>net Total sales<br><br>at constant<br><br>exchange rate (2) Exchange <br>translation <br>impact Total sales<br>as reported Total sales <br>(in millions)
North America reportable segment (4.9) % (1.4) % (6.3) % — % (6.3) % $ 4,079.6
International reportable segment 0.1 % (17.0) % (16.9) % 2.4 % (14.5) % $ 247.0
Other reportable segment (3) nm nm nm nm nm $ 24.6
Signet (4.6) % (2.4) % (7.0) % 0.1 % (6.9) % $ 4,351.2

(1)    The 53rd week in Fiscal 2024 has resulted in a shift as the current fiscal year began a week later than the previous fiscal year. As such, same store sales for Fiscal 2025 have been calculated by aligning the sales weeks of the current year to date period to the equivalent sales weeks in the prior fiscal year. Total reported sales continue to be calculated based on the reported fiscal periods.

(2)    The Company provides the period-over-period change in total sales excluding the impact of foreign currency fluctuations, which is a non-GAAP measure, to provide transparency to performance and enhance investors’ understanding of underlying business trends. The effect from foreign currency, calculated on a constant currency basis, is determined by applying current year average exchange rates to prior year sales in local currency.

(3)    Includes sales from Signet’s diamond sourcing operation.

nm Not meaningful.

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Average Merchandise Transaction Value(1)(2) Merchandise Transactions
Average Value Change from previous year Change from previous year
Year to date Fiscal 2025 Fiscal 2025 Fiscal 2024 Fiscal 2025 Fiscal 2024 Fiscal 2025 Fiscal 2024
North America reportable segment (3) $ 581 $ 581 — % 3.8 % (6.4) % (13.9) %
International reportable segment (4) £ 161 £ 187 (13.9) % 5.1 % (4.2) % (15.0) %

(1)    Net merchandise sales within the North America reportable segment include all merchandise product sales, net of discounts and returns. In addition, excluded from net merchandise sales are sales tax in the US, repairs, extended service plans, insurance, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to the change in reported sales.

(2)    Net merchandise sales within the International reportable segment include all merchandise product sales, including VAT, net of discounts and returns. In addition, excluded from net merchandise sales are repairs, warranty, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to the change in reported sales.

(3)    Includes a correction to the previously presented year to date Fiscal 2024 ATV and merchandise transaction amounts. The Company has corrected the sales and transaction base of the North America reportable segment calculation, which resulted in a correction of ATV from $587 to $581, ATV` change from previous year of 4.8% to 3.8%, and merchandise transaction change from previous year of (14.3%) to (13.9)%.

(4)    International reportable segment amounts are denominated in British pounds.

North America sales

The North America reportable segment’s total sales were $4.08 billion compared to $4.35 billion in the prior year, down 6.3%. This decrease was primarily driven by the impact of the macro environment on consumer spending, operational challenges at the digital banners, and the decline in the bridal category, driven by the slower than expected engagement recovery. Same store sales decreased 4.9% compared to a decrease of 13.0% in the prior year. North America’s ATV remained flat when compared with the prior year, while the number of transactions decreased 6.4%.

International sales

The International reportable segment’s total sales decreased 14.5% to $247.0 million compared to $289.0 million in the prior year, primarily due to the impact of the divestiture of the prestige watch business in the fourth quarter of Fiscal 2024 and the impact of store closures. Total sales at constant exchange rates decreased 16.9%. The number of transactions decreased 4.2% and ATV decreased 13.9% over prior year. The decline in ATV was driven by the divestiture of the prestige watch business, which carried products at high price points.

Gross margin

In the third quarter of Fiscal 2025, gross margin was $485.3 million or 36.0% of sales compared to $501.3 million or 36.0% of sales in the prior year quarter. For the 39 weeks ended November 2, 2024, gross margin was $1.62 billion or 37.3% of sales compared to $1.74 billion or 37.3% of sales in the prior year comparable period. The Company maintained flat gross margins for both the 13 and 39 weeks ended November 2, 2024 reflecting growth in services, product newness and higher fashion penetration, which offset the deleveraging of fixed costs on lower sales volume.

Selling, general and administrative expenses (“SG&A”)

In the third quarter of Fiscal 2025, SG&A was $469.6 million or 34.8% of sales compared to $484.2 million or 34.8% of sales in the prior year quarter. For the 39 weeks ended November 2, 2024, SG&A was $1.48 billion or 34.1% of sales compared to $1.53 billion or 32.6% of sales in the prior year comparable period. The increase in SG&A as a percentage of sales for both the 13 and 39 weeks ended November 2, 2024 was driven by higher advertising expense and deleverage of fixed costs, primarily the fixed portion of labor. In addition, the third quarter of Fiscal 2025 included approximately $2.0 million of leadership transition costs.

Asset impairments, net

For the 13 and 39 weeks ended November 2, 2024, the Company recorded pre-tax impairment charges of $0.7 million and $169.3 million, respectively, compared to charges of $0.1 million and $5.7 million in the 13 and 39 weeks ended October 28, 2023, respectively. For the 13 weeks ended November 2, 2024, asset impairments were related to the impairment of long-lived assets. For the 39 weeks ended November 2, 2024, $166.0 million of the charges related to impairment of goodwill and indefinite-lived trade names for Diamonds Direct and the Digital Banners, and $3.3 million related to the impairment of long-lived assets. For the 13 and 39 weeks ended October 28, 2023, all charges were related to impairment of long-lived assets. See Note 12 and Note 18 for additional information.

Other operating expense, net

In the third quarter of Fiscal 2025, other operating expense was $5.8 million, compared to $3.7 million in the prior year quarter. For the 39 weeks ended November 2, 2024, other operating expense was $13.2 million compared to $7.4 million in the prior year comparable period. The 13 and 39 weeks ended November 2, 2024 primarily included restructuring and related charges of $5.2 million and $11.0 million, respectively, and foreign exchange losses of $0.2 million and $1.4 million, respectively. The 13 and 39 weeks ended October 28, 2023 primarily included restructuring charges of $1.6 million and $5.8 million, respectively, and foreign exchange losses of $0.7 million and $2.5 million, respectively, partially offset by a credit to income of $3.0 million related to an adjustment of a prior litigation accrual. See Note 17, Note 18, and Note 20 for additional information.

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Operating income (loss)

For the third quarter of Fiscal 2025, operating income was $9.2 million or 0.7% of sales, compared to operating income of $13.3 million or 1.0% of sales in the prior year quarter. For the 39 weeks ended November 2, 2024, operating loss was $41.9 million or (1.0)% of sales compared to $205.2 million or 4.4% of sales in the prior year comparable period. The decrease in operating income for the 13 weeks ended November 2, 2024 was primarily driven by lower sales volume and higher advertising expense noted above. The decrease in operating income for the 39 weeks ended November 2, 2024 was primarily driven by the impact of goodwill and indefinite-lived intangible impairment charges, lower sales volume and higher advertising expense noted above, partially offset by cost savings initiatives.

Signet’s operating income (loss) by reportable segment for the third quarter is as follows:

Fiscal 2025 Fiscal 2024
(in millions) % of segment sales % of segment sales
North America reportable segment (1) 1.9 % 3.0 %
International reportable segment (2) (3.7) (4.4) % (9.0) (9.6) %
Other reportable segment (1.6) nm (3.1) nm
Corporate and unallocated expenses (3) (9.6) nm (13.8) nm
Operating income 0.7 % 1.0 %

All values are in US Dollars.

Signet’s operating income (loss) by reportable segment for the year to date period is as follows:

Fiscal 2025 Fiscal 2024
(in millions) % of segment sales % of segment sales
North America reportable segment (1) 0.7 % 6.5 %
International reportable segment (2) (20.9) (8.5) % (22.9) (7.9) %
Other reportable segment (7.3) nm (4.8) nm
Corporate and unallocated expenses (3) (43.8) nm (48.1) nm
Operating (loss) income (1.0) % 4.4 %

All values are in US Dollars.

(1)    Operating income during the 13 and 39 weeks ended November 2, 2024 includes $0.8 million and $169.0 million, respectively, of asset impairment charges primarily related to goodwill and indefinite-lived intangible assets recognized in the second quarter; and $5.4 million and $6.2 million, respectively, of restructuring and related charges. Operating income during the 39 weeks ended November 2, 2024 includes $1.1 million of integration-related expenses, primarily severance and retention, incurred for the integration of Blue Nile.

Operating income during the 13 and 39 weeks ended October 28, 2023 includes $7.5 million and $20.1 million, respectively, of integration-related expenses, primarily severance and retention, and exit and disposal costs, and system decommissioning costs incurred for the integration of Blue Nile; and $0.2 million and $4.4 million, respectively, of restructuring charges. Operating income during the 39 weeks ended October 28, 2023 includes a $3.0 million credit to income related to the adjustment of a prior litigation accrual and $5.6 million of net asset impairment charges primarily related to restructuring and integration.

See Note 12, Note 18 and Note 20 for additional information.

(2)    Operating loss during the 13 and 39 weeks ended November 2, 2024 includes $0.4 million and $5.4 million, respectively, of restructuring charges. Operating loss during the 39 weeks ended November 2, 2024 includes $2.5 million of net losses from the previously announced divestiture of the UK prestige watch business and $0.3 million of net asset impairment charges primarily related to planned store closures.

Operating loss during the 13 and 39 weeks ended October 28, 2023 includes restructuring charges of $1.4 million and costs related to the divestiture of the UK prestige watch business of $1.3 million.

See Note 1 and Note 18 for additional information.

(3)    Operating loss during the 13 and 39 weeks ended November 2, 2024 includes $0.8 million of CEO transition costs, primarily related to professional fees incurred for the search for the Company’s recently appointed CEO.

Interest (expense) income, net

For the 13 and 39 weeks ended November 2, 2024, net interest expense was $1.0 million and net interest income was $10.0 million, respectively, compared to net interest income of $2.6 million and $10.0 million in the 13 and 39 weeks ended October 28, 2023, respectively. The change in the 13 weeks ended November 2, 2024 compared to the prior year comparable period was the result of lower cash balances earning interest due to the redemptions of Preferred Shares, repayment of the Senior Notes and share repurchases, as well as interest expense incurred from borrowings on the ABL. Net interest income remained flat in the 39 weeks ended November 2, 2024 compared to the prior year comparable period due to higher invested cash balances in the beginning of the current year period compared to the prior year period, higher interest rates and lower interest expense incurred as a result of the repayment of the Senior Notes as previously noted, offsetting interest expense incurred on borrowings on the ABL.

Income taxes

In the third quarter of Fiscal 2025, income tax expense was $1.4 million, with an effective tax rate (“ETR”) of 16.7%, compared to income tax expense of $1.9 million, with an ETR of 14.0%, in the prior year comparable period. The ETRs for the third quarter of

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Fiscal 2025 and the third quarter of Fiscal 2024 were lower than the US federal income tax rate, primarily due to the favorable impacts of foreign rate differences and benefits from global reinsurance arrangements.

In the year to date period of Fiscal 2025, income tax expense was $9.5 million, with an ETR of (31.8)%, compared to income tax expense of $28.6 million, with an ETR of 13.4% in the prior year comparable period.

The ETR for the 39 weeks ended November 2, 2024 was different than the US federal income tax rate, primarily due to the favorable impact of foreign rate differences and benefits from global reinsurance arrangements, as well as discrete tax impacts during Fiscal 2025, including the non-deductible impairment charges described above and the excess tax benefit for share-based compensation which vested during the year of $5.0 million. The year to date ETR in the prior year comparable period was lower than the US federal income tax rate primarily due to the favorable impact of foreign rate differences and benefits from global reinsurance arrangements, as well as the discrete tax benefits recognized through the third quarter of Fiscal 2024. The Fiscal 2024 discrete tax benefits relate to the reclassification of the remaining pension settlement loss out of AOCI of $4.1 million and the excess tax benefit for share-based compensation which vested during the year of $9.4 million.

Refer to Note 9 for additional information.

NON-GAAP MEASURES

The discussion and analysis of Signet’s results of operations, financial condition and liquidity contained in this Quarterly Report on Form 10-Q are based upon the condensed consolidated financial statements of Signet which are prepared in accordance with GAAP and should be read in conjunction with Signet’s condensed consolidated financial statements and the related notes included in Item 1. Signet provides certain non-GAAP information in reporting its financial results to give investors additional data to evaluate its operations. The Company believes that non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide more information to assist investors in evaluating historical trends and current period performance and liquidity. For these reasons, internal management reporting also includes these non-GAAP measures.

These non-GAAP financial measures should be considered in addition to, and not superior to or as a substitute for, the GAAP financial measures presented in the Company’s condensed consolidated financial statements and other publicly filed reports. In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP measures presented by other companies.

The Company previously referred to certain non-GAAP measures as non-GAAP operating income, non-GAAP operating margin and non-GAAP diluted EPS. Beginning in Fiscal 2025, these non-GAAP measures are now referred to as adjusted operating income, adjusted operating margin and adjusted diluted EPS, respectively. There have been no changes to how these non-GAAP measures are defined or reconciled to the most directly comparable GAAP measures.

  1. Net (debt) cash

Net (debt) cash is a non-GAAP measure defined as the total of cash and cash equivalents less debt. Management considers this metric to be helpful to understand the total indebtedness of the Company after consideration of cash balances on-hand.

(in millions) November 2, 2024 February 3, 2024 October 28, 2023
Cash and cash equivalents $ 157.7 $ 1,378.7 $ 643.8
Less: Current portion of long-term debt — (147.7) (147.6)
Less: Long-term debt (253.0) — —
Net (debt) cash $ (95.3) $ 1,231.0 $ 496.2
  1. Free cash flow

Free cash flow is a non-GAAP measure defined as the net cash (used in) provided by operating activities less purchases of property, plant and equipment. Management considers this metric to be helpful in understanding how the business is generating cash from its operating and investing activities that can be used to meet the financing needs of the business. Free cash flow is an indicator frequently used by management to evaluate its overall liquidity needs and determine appropriate capital allocation strategies. Free cash flow does not represent the residual cash flow available for discretionary purposes.

13 weeks ended 39 weeks ended
(in millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023
Net cash (used in) provided by operating activities $ (75.4) $ 48.0 $ (189.8) $ (205.3)
Purchase of property, plant and equipment (63.1) (34.0) (114.4) (89.4)
Free cash flow $ (138.5) $ 14.0 $ (304.2) $ (294.7)

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  1. Earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA

EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization. EBITDA is an important indicator of operating performance as it excludes the effects of financing and investing activities by eliminating the effects of interest, income taxes, depreciation and amortization costs. Adjusted EBITDA is a non-GAAP measure, defined as earnings before interest, income taxes, depreciation and amortization, share-based compensation expense, non-operating expense, net and certain non-GAAP accounting adjustments. Reviewed in conjunction with net income and operating income, management believes that EBITDA and adjusted EBITDA helps enhance management’s and investors’ ability to evaluate and analyze trends regarding Signet’s business and performance based on its current operations. EBITDA and adjusted EBITDA are also inputs into the Company’s leverage ratios, which are non-GAAP measures disclosed periodically in investor materials and other Company filings with the SEC, including annually in the Company’s Form 10-K.

13 weeks ended 39 weeks ended
(in millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023
Net income (loss) $ 7.0 $ 11.7 $ (39.4) $ 184.2
Income taxes 1.4 1.9 9.5 28.6
Interest expense (income), net 1.0 (2.6) (10.0) (10.0)
Depreciation and amortization 36.1 42.7 110.6 129.4
Amortization of unfavorable contracts (0.5) (0.5) (1.4) (1.4)
EBITDA $ 45.0 $ 53.2 $ 69.3 $ 330.8
Other non-operating (income) expense, net (0.2) 2.3 (2.0) 2.4
Share-based compensation 2.1 11.2 20.4 36.4
Other accounting adjustments
Asset impairments (1) 0.4 0.2 168.5 3.7
Restructuring and related charges (2) 5.8 1.6 11.6 5.8
Loss on divestitures, net (3) — 1.3 2.5 1.3
Integration-related expenses (4) — 7.5 1.1 20.1
CEO transition costs (5) 0.8 — 0.8 —
Litigation charges (6) — — — (3.0)
Adjusted EBITDA $ 53.9 $ 77.3 $ 272.2 $ 397.5

(1)    Primarily includes asset impairment charges related to goodwill and indefinite-lived intangible assets recognized in the second quarter. Refer to Note 12 for additional information.

(2)    Restructuring and related charges were incurred primarily as a result of the Company’s rationalization of its store footprint and reorganization of certain centralized functions. Refer to Note 18 for additional information.

(3)    Includes net losses from the previously announced divestiture of the UK prestige watch business. Refer to Note 1 for additional information.

(4)    Fiscal 2025 includes severance and retention expenses related to the integration of Blue Nile; Fiscal 2024 includes expenses related to the integration of Blue Nile, primarily severance and retention, exit and disposal costs and system decommissioning costs.

(5)    Primarily includes professional fees incurred for the search for the Company’s recently appointed CEO.

(6)    Includes a credit to income related to the adjustment of a prior litigation accrual recognized in Fiscal 2023. Refer to Note 20 for additional information.

  1. Adjusted operating income and adjusted operating margin

Adjusted operating income is a non-GAAP measure defined as operating income excluding the impact of certain items which management believes are not necessarily reflective of normal operational performance during a period. Management finds the information useful when analyzing operating results to appropriately evaluate the performance of the business without the impact of these certain items. Management believes the consideration of measures that exclude such items can assist in the comparison of operational performance in different periods which may or may not include such items. Management also utilizes adjusted operating margin, defined as adjusted operating income as a percentage of total sales, to further evaluate the effectiveness and efficiency of the Company’s flexible operating model.

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13 weeks ended 39 weeks ended
(in millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023
Operating income (loss) $ 9.2 $ 13.3 $ (41.9) $ 205.2
Asset impairments (1) 0.4 0.2 168.5 3.7
Restructuring and related charges (2) 5.8 1.6 11.6 5.8
Loss on divestitures, net (3) — 1.3 2.5 1.3
Integration-related expenses (4) — 7.5 1.1 20.1
CEO transition costs (5) 0.8 — 0.8 —
Litigation charges (6) — — — (3.0)
Adjusted operating income $ 16.2 $ 23.9 $ 142.6 $ 233.1
Operating margin 0.7 % 1.0 % (1.0) % 4.4 %
Adjusted operating margin 1.2 % 1.7 % 3.3 % 5.0 %

(1)    Primarily includes asset impairment charges related to goodwill and indefinite-lived intangible assets recognized in the second quarter. Refer to Note 12 for additional information.

(2)    Restructuring and related charges were incurred primarily as a result of the Company’s rationalization of its store footprint and reorganization of certain centralized functions. Refer to Note 18 for additional information.

(3)    Includes net losses from the previously announced divestiture of the UK prestige watch business. Refer to Note 1 for additional information.

(4)    Fiscal 2025 includes severance and retention expenses related to the integration of Blue Nile; Fiscal 2024 includes expenses related to the integration of Blue Nile, primarily severance and retention, exit and disposal costs and system decommissioning costs.

(5)    Primarily includes professional fees incurred for the search for the Company’s recently appointed CEO.

(6)    Includes a credit to income related to the adjustment of a prior litigation accrual recognized in Fiscal 2023. Refer to Note 20 for additional information.

  1. Adjusted diluted EPS

Adjusted diluted EPS is a non-GAAP measure defined as diluted EPS excluding the impact of certain items which management believes are not necessarily reflective of normal operational performance during a period. Management finds the information useful when analyzing financial results in order to appropriately evaluate the performance of the business without the impact of these certain items. In particular, management believes the consideration of measures that exclude such items can assist in the comparison of performance in different periods which may or may not include such items. The Company estimates the tax effect of all non-GAAP adjustments by applying a statutory tax rate to each item. The income tax items represent the discrete amount that affected the diluted EPS during the period.

13 weeks ended 39 weeks ended
November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023
Diluted EPS $ 0.12 $ 0.07 $ (3.07) $ 3.39
Asset impairments (1) 0.01 — 3.80 0.07
Restructuring and related charges (2) 0.13 0.04 0.26 0.11
Loss on divestitures, net (3) — 0.03 0.06 0.02
Integration-related expenses (4) — 0.16 0.02 0.38
CEO transition costs (5) 0.02 — 0.02 —
Litigation charges (6) — — — (0.06)
Tax impact of items above (0.04) (0.06) (0.35) (0.20)
Deemed dividend on redemption of Preferred Shares (7) — — 1.92 —
Dilution effect (8) — — (0.04) —
Adjusted diluted EPS $ 0.24 $ 0.24 $ 2.62 $ 3.71

(1)    Primarily includes asset impairment charges related to goodwill and indefinite-lived intangible assets recognized in the second quarter. Refer to Note 12 for additional information.

(2)    Restructuring and related charges were incurred primarily as a result of the Company’s rationalization of its store footprint and reorganization of certain centralized functions. Refer to Note 18 for additional information.

(3)    Includes net losses from the previously announced divestiture of the UK prestige watch business. Refer to Note 1 for additional information.

(4)    Fiscal 2025 includes severance and retention expenses related to the integration of Blue Nile; Fiscal 2024 includes expenses related to the integration of Blue Nile, primarily severance and retention, exit and disposal costs and system decommissioning costs.

(5)    Primarily includes professional fees incurred for the search for the Company’s recently appointed CEO.

(6)    Includes a credit to income related to the adjustment of a prior litigation accrual recognized in Fiscal 2023. Refer to Note 20 for additional information.

(7)    As described in Note 5, the Company recorded a deemed dividend to net income (loss) attributable to common shareholders of $85.2 million in of Fiscal 2025, which represents the excess of the conversion value of the Preferred Shares over their carrying value upon redemption and includes $1.6 million of related expenses.

(8)    Adjusted diluted EPS for the 39 weeks ended November 2, 2024 was calculated using 45.9 million diluted weighted average common shares outstanding. The additional dilutive shares were excluded from the calculation of GAAP diluted EPS as their effect was antidilutive. Refer to Note 7 for additional information.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

The Company’s primary sources of liquidity are cash on hand, cash provided by operations and availability under its senior secured asset-based revolving credit facility (the “ABL”). As of November 2, 2024, the Company had $157.7 million of cash and cash equivalents and $253.0 million of outstanding borrowings on the ABL. The available borrowing capacity on the ABL was $929 million as of November 2, 2024.

The Company has a disciplined approach to capital allocation, utilizing the following capital priorities: 1) drive growth through both organic investments and acquisitions; 2) optimize its capital structure and maintain an adjusted leverage ratio (a non-GAAP measure as defined in Item 7 of the Signet’s Fiscal 2024 Annual Report on Form 10-K) of at or below 2.5x; and 3) return cash to shareholders through share repurchases and dividends.

Investing in growth

Since the Company’s transformation strategies began in Fiscal 2019, the Company has delivered substantially against its strategic priorities to establish the Company as the OmniChannel jewelry category leader and position its business for sustainable long-term growth. The investments in acquisitions and new capabilities built during the past few years laid the foundation for the Company’s accelerated growth, including prioritizing investments in digital technology and data analytics, and enhancing and optimizing a connected commerce shopping journey for customers, all of which has been funded through cost reductions and structural improvements in the Company’s operations. The Company’s cash discipline has led to more efficient working capital, through both the extension of payment days with the Company’s vendor base, as well as through improvement in productivity and the overall health and newness of the Company’s inventory. The Company also invested $125.5 million for capital expenditures in Fiscal 2024 and has planned for capital expenditures of up to $170 million in Fiscal 2025, reflecting primarily investments in new stores and renovations, as well as additional digital and technology advancements.

The Company has also made strategic acquisitions in line with its Inspiring Brilliance growth strategy over the past three years, investing nearly $900 million for the acquisitions of Diamonds Direct in Fiscal 2022, Blue Nile in Fiscal 2023 and Services Jewelry Repair (“SJR”) in Fiscal 2024. The acquisitions of Diamonds Direct and Blue Nile have accelerated the Company’s growth in accessible luxury and bridal by allowing Signet to reach into new markets and new customers, through Diamonds Direct’s continued store expansion and through Blue Nile’s broadening of Signet's digital leadership across the jewelry category. In addition, the acquisition of certain assets of SJR in the second quarter of Fiscal 2024, as well as the transition of the former Blue Nile Seattle fulfillment center to a new enterprise-wide repair facility has expanded the Company’s services capacity and capabilities.

In addition to the acquisitions, the Company divested the operations and certain assets related to the prestige watch business in the UK during the fourth quarter of Fiscal 2024 for approximately $54 million. The Company believes the divestiture of this non-strategic business will enable the UK to accelerate key elements of its transformation.

Optimized capital structure

The Company has made significant progress over the past few years in line with its priority to build a strong cash and overall liquidity position, including fully outsourcing credit and eliminating the UK Pension Scheme. Additionally, over that period, the Company has repaid all outstanding debt, culminating in the full repayment of the Senior Notes at maturity in the second quarter of Fiscal 2025 using cash on hand. In addition, the Company has recently completed the extension of the ABL to August 2029 at substantially the same terms, as further described in Note 15. The ABL aggregate commitment has been reduced to $1.2 billion to better align with our reduced inventory base over the past few years, as well as provide cost savings on unused commitment fees.

On April 1, 2024, in accordance with the terms of the amended Certificate of Designation for the Preferred Shares, the Preferred Holders converted half of the then outstanding Preferred Shares and the Company elected to settle such conversions in cash totaling $414.1 million, including accrued and unpaid dividends. During the second and third quarters, the Preferred Holders have now converted all of the remaining Preferred Shares, and the Company elected to settle all the remaining Preferred Shares in cash totaling $401.5 million. The ability of the Company to settle the Preferred Shares in cash highlights the effectiveness of the Company’s flexible operating model and working capital efficiency, which has generated significant free cash flow and liquidity over the past few years. Refer to Note 5 for additional information.

The Company uses leverage ratios to assess the effectiveness of its capital allocation strategy. In Fiscal 2024, the Company reduced the stated goal for the adjusted leverage ratio (a non-GAAP measure as defined in Item 7 of the Signet’s Fiscal 2024 Annual Report on Form 10-K) by 0.25 turns to be at or below 2.5x and maintained a 2.3x adjusted leverage ratio through the end of Fiscal 2024. The Company continues to be confident in its ability to generate free cash flow while maintaining this leverage ratio target.

Returning cash to shareholders

The Company remains committed to its goal to return cash to shareholders, which includes being a dividend growth company. For the third year in a row, Signet has increased its quarterly common dividend from $0.23 per share in Fiscal 2024 to $0.29 per share beginning in Fiscal 2025. The Company also remains focused on share repurchases under its 2017 Program. In March 2024, the Board

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approved a further $200 million increase to the multi-year authorization under the 2017 Program. The Company repurchased $113.8 million of common shares during the 39 weeks ended November 2, 2024 with $747.3 million of shares authorized for repurchase remaining as of November 2, 2024. See Note 6 for additional information related to the common share repurchases.

The Company believes that cash on hand, cash flows from operations and available borrowings under the ABL will be sufficient to meet its ongoing business requirements for at least the 12 months following the date of this report, including funding working capital needs, projected investments in the business (including capital expenditures), and returns to shareholders through dividends and common share repurchases.

Primary sources and uses of operating cash flows

Operating activities provide the primary source of cash for the Company and are influenced by a number of factors, the most significant of which are operating income and changes in working capital items, such as:

•changes in the level of inventory as a result of sales and other strategic initiatives; and

•changes and timing of accounts payable and accrued expenses, including variable compensation.

Signet derives most of its operating cash flows through the sale of merchandise and extended service plans. As a retail business, Signet receives cash when it makes a sale to a customer or when the payment has been processed by Signet or the relevant bank if the payment is made by third-party credit or debit card. The Company has outsourced its entire credit card portfolio, and it receives cash from its outsourced financing partners (net of applicable fees) generally within two days of the customer sale. Offsetting these receipts, the Company’s largest operating expenses are the purchase of inventory, payroll and payroll-related benefits, store occupancy costs (including rent) and advertising.

Summary cash flow

The following table provides a summary of Signet’s cash flow activity for Fiscal 2025 and Fiscal 2024:

39 weeks ended
(in millions) November 2, 2024 October 28, 2023
Net cash used in operating activities $ (189.8) $ (205.3)
Net cash used in investing activities (121.0) (93.9)
Net cash used in financing activities (908.5) (219.7)
Decrease in cash and cash equivalents $ (1,219.3) $ (518.9)
Cash and cash equivalents at beginning of period $ 1,378.7 $ 1,166.8
Decrease in cash and cash equivalents (1,219.3) (518.9)
Effect of exchange rate changes on cash and cash equivalents (1.7) (4.1)
Cash and cash equivalents at end of period $ 157.7 $ 643.8

Operating activities

Net cash used in operating activities was $189.8 million during the 39 weeks ended November 2, 2024 compared to $205.3 million in the prior year comparable period. The change in operating cash flows compared to prior year was primarily driven by the payment of litigation settlements in the prior year noted below, mostly offset by the impact of lower sales on cash flows year over year. The significant movements in operating cash flows are further described below:

•Net loss was $39.4 million compared to net income of $184.2 million in the prior year period, a decrease of $223.6 million. This decrease was primarily the result of non-cash asset impairment charges of $169.3 million taken during Fiscal 2025, as well as lower sales and gross profit compared to prior year. Refer to Note 12 for additional information.

•The change in current income taxes was a use of $92.4 million in the current period compared to a use of $20.0 million in the prior year. The current year use was primarily the result of net income tax payments of $100.0 million, compared to net income tax payments of $11.7 million in the prior year period.

•Cash used by inventory was $189.5 million compared to a source of $14.8 million in the prior year period driven by replenishment of inventories to healthier in-stock levels, including new assortments, in the current year.

•Cash used by accounts payable was $101.5 million compared to a use of $221.5 million in the prior year period. Accounts payable decreased in the current year as a result of normal pay down of invoices due from Holiday Season merchandise purchases. The change compared to prior year is due to the above noted higher replenishment of inventory in the current year.

•Cash used by accrued expenses and other liabilities was $45.9 million, compared to a use of $253.2 million in the prior year period. This difference is driven primarily by litigation settlements which were accrued in Fiscal 2023 and paid during the first quarter of Fiscal 2024. See Note 20 for additional information.

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Investing activities

Net cash used in investing activities for the 39 weeks ended November 2, 2024 was $121.0 million compared to a use of $93.9 million in the prior period. Cash used in Fiscal 2025 was primarily related to capital expenditures of $114.4 million. Capital expenditures are associated with new stores, remodels of existing stores, and capital investments in digital and IT. Signet has planned Fiscal 2025 capital expenditures of up to $170 million. In Fiscal 2024, net cash used in investing activities was primarily related to capital expenditures of $89.4 million.

Stores opened and closed in the 39 weeks ended November 2, 2024:

Store count by segment February 3, 2024 Openings Closures November 2, 2024
North America segment (1) 2,411 8 (30) 2,389
International segment (1) 287 — (21) 266
Signet 2,698 8 (51) 2,655

(1)    The net change in selling square footage for Fiscal 2025 for the North America and International segments was (0.2%) and (5.9%), respectively.

Financing activities

Net cash used in financing activities for the 39 weeks ended November 2, 2024 was $908.5 million, primarily consisting of the repurchase of the Preferred Shares of $812.9 million, the repayment of the Senior Notes of $147.8 million upon maturity, payments for withholding taxes related to the settlement of the Company’s share-based compensation awards of $28.2 million, preferred and common share dividends paid of $54.5 million, and the repurchase of $113.8 million of common shares, partially offset by ABL borrowings of $253.0 million.

Net cash used in financing activities for the 39 weeks ended October 28, 2023 was $219.7 million, consisting of the repurchase of $117.5 million of common shares, payments for withholding taxes related to the settlement of the Company’s share-based compensation awards of $47.9 million, and preferred and common share dividends paid of $54.3 million.

Movement in cash and indebtedness

Cash and cash equivalents at November 2, 2024 were $157.7 million compared to $643.8 million as of October 28, 2023. The decrease year over year was primarily driven by the retirement of the Preferred Shares, the repayment of the Senior Notes upon maturity, and common share repurchases, as described above, partially offset by borrowings on the ABL and cash flow from operations. Signet holds cash and cash equivalents at a number of large, highly-rated financial institutions. The amount held at each financial institution takes into account the credit rating and size of the financial institution and is held for short-term durations.

As further described in Note 15, the Company entered into an agreement to amend the ABL on August 23, 2024. The amendment extended the maturity of the ABL from July 28, 2026 to August 23, 2029 and reduced the size of the ABL to $1.2 billion to better reflect current business needs based primarily on the lower inventory levels maintained over the past few years. The Company continues to have an option to increase the size of the ABL by up to an additional $600 million.

There were $253.0 million of borrowings under the ABL during the 39 weeks ended November 2, 2024. There were no borrowings under the ABL in the prior year comparable period. Available borrowing capacity under the ABL was $929 million as of November 2, 2024.

The Company had $253.0 million of outstanding debt as of November 2, 2024, consisting entirely of borrowings on the ABL. As further described in Note 15, the Company fully repaid the Senior Notes upon maturity in the second quarter of Fiscal 2025 using cash on hand. At October 28, 2023, Signet had $147.8 million of outstanding debt, consisting entirely of the Senior Notes.

Net debt was $95.3 million as of November 2, 2024 compared to net cash of $496.2 million as of October 28, 2023. Refer to the non-GAAP measures discussed above for the definition of net (debt) cash and reconciliation to its most comparable financial measure presented in accordance with GAAP.

As of November 2, 2024, February 3, 2024 and October 28, 2023, the Company was in compliance with all debt covenants.

SEASONALITY

Signet’s business is seasonal, with the fourth quarter historically accounting for approximately 35-40% of annual sales as well as for a substantial portion of the annual operating income. The “Holiday Season” consists of results for the months of November and December, with December being the highest volume month of the year.

CRITICAL ACCOUNTING ESTIMATES

The preparation of these condensed consolidated financial statements, in conformity with US GAAP and SEC regulations for interim reporting, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

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of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reported periods. On an ongoing basis, management evaluates its accounting policies, estimates and judgments. Estimates and assumptions are primarily made in relation to the valuation of inventories, deferred revenue, employee compensation, income taxes, contingencies, leases, asset impairments for goodwill, indefinite-lived intangible and long-lived assets and the depreciation and amortization of long-lived assets. Management bases the estimates and judgments on historical experience and various other factors believed to be reasonable under the circumstances. Actual results may differ from these estimates. There have been no material changes to the critical accounting policies and estimates disclosed in Signet’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024 filed with the SEC on March 21, 2024, except for goodwill and intangible assets noted below.

Goodwill and intangibles

In a business combination, the Company estimates and records the fair value of all assets acquired and liabilities assumed, including identifiable intangible assets and liabilities. The fair value of these intangible assets and liabilities is estimated based on management’s assessment, including selection of appropriate valuation techniques, inputs and assumptions in the determination of fair value. Significant estimates in valuing intangible assets and liabilities acquired include, but are not limited to, future expected cash flows associated with the acquired asset or liability, expected life and discount rates. The excess purchase price over the estimated fair values of the assets acquired and liabilities assumed is recognized as goodwill. Goodwill is recorded by the Company’s reporting units based on the acquisitions made by each.

Goodwill and other indefinite-lived intangible assets, such as indefinite-lived trade names, are evaluated for impairment annually as of the end of the fourth reporting period. Additionally, if events or conditions were to indicate the carrying value of a reporting unit or an indefinite-lived intangible asset may be greater than its fair value, the Company would evaluate the reporting unit or asset for impairment at that time. Impairment testing compares the carrying amount of the reporting unit or other intangible assets with its fair value. When the carrying amount of the reporting unit or other intangible assets exceeds its fair value, an impairment charge is recorded.

The impairment test for goodwill involves estimating the fair value of the reporting unit through either estimated discounted future cash flows, market-based methodologies, or a combination of both. The impairment test for other indefinite-lived intangible assets involves estimating the fair value of the asset, which is typically performed using the relief from royalty method for indefinite-lived trade names.

Due to various impacts of the current market conditions on key inputs and assumptions, such as rising interest rates and the macroeconomic impact on consumers’ discretionary spending, the Company determined that quantitative impairment assessments were required for the Diamonds Direct and Digital Banners reporting units as well as the Blue Nile and Diamonds Direct trade names as of the annual impairment testing date during the second quarter of Fiscal 2025.

As part of the quantitative assessments, management reevaluated its long-term cash flow projections, primarily related to sales growth in the Digital Banners and Diamonds Direct. Both banners have a higher bridal mix compared to the rest of Signet, and thus the slower than expected engagement recovery and continued pressure on consumer discretionary spending have had a disproportionate impact on these businesses as compared to the other Signet banners. In addition, to a lesser degree, the Digital Banners sales have been impacted by market declines in lab created diamond pricing over the past year. Management also determined an increase in discount rates was required to reflect the current interest rate environment at the valuation date, as well as to reflect additional forecast risk related to the Digital Banners due to the previously discussed challenges related to the integration of Blue Nile. Therefore, these higher discount rates, in conjunction with the revised cash flow projections, resulted in lower than previously projected discounted cash flows for the reporting units and trade names which negatively affected the valuations compared to previous valuations. Based on the results of the quantitative impairment assessments, the Company determined that no impairment was required for the Diamonds Direct reporting unit, as its estimated fair value exceeded its carrying value by 11%. However, during the second quarter of Fiscal 2025, the Company recognized pre-tax impairment charges related to the Diamonds Direct trade name, the Digital Banners reporting unit, and the Blue Nile trade name of $7.0 million, $123.0 million and $36.0 million, respectively, as their respective carrying values exceeded their fair values.

The Company noted that an increase in the discount rate and/or a further softening of sales and operating income trends for any of these reporting units and related trade names, particularly during the Holiday Season, could result in a further decline in the estimated fair values of the indefinite-lived intangible assets, including goodwill, which could result in future material impairment charges.

As a result of the impairments noted above, the carrying values of the Diamonds Direct trade name, the Digital Banners goodwill, and the Blue Nile trade name were $119 million, $203.1 million, and $60 million, respectively, as of the impairment testing date during the second quarter of Fiscal 2025, and continue to approximate their fair values as of November 2, 2024. The Company will continue to monitor events or circumstances that could trigger the need for an interim impairment test. The Company believes that the estimates and assumptions related to sales and operating income trends, discount rates, royalty rates and other assumptions are reasonable, but they are subject to change from period to period. Future economic conditions or operating performance, such as declines in sales or increases in discount rates, could differ from those projected by management in its most recent impairment tests for indefinite-lived

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intangible assets, including goodwill. This could impact our estimates of fair values and may result in future material impairment charges. See Note 12 of Item 1 for additional information.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Signet is exposed to market risk arising from fluctuations in foreign currency exchange rates, interest rates and precious metal prices, which could affect its consolidated financial position, earnings and cash flows. Signet monitors and manages these market exposures as a fundamental part of its overall risk management program, which recognizes the volatility of financial markets and seeks to reduce the potentially adverse effects of this volatility on Signet’s operating results. Signet manages its exposure to market risk through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Signet uses derivative financial instruments as risk management tools and not for trading purposes.

As a portion of the International reportable segment’s purchases are denominated in US dollars and its net cash flows are in British pounds, Signet’s policy is to enter into forward foreign currency exchange contracts and foreign currency swaps to manage the exposure to the US dollar. Signet may enter into derivative transactions to hedge a significant portion of forecasted merchandise purchases using commodity forward purchase contracts, options, net zero premium collar arrangements, or some combination thereof. Additionally, the North America reportable segment enters into forward foreign currency exchange contracts to manage the currency fluctuations associated with the Company’s Canadian operations. These contracts are entered into with large, reputable financial institutions, thereby minimizing the credit exposure from the Company’s counterparties.

Signet has significant amounts of cash and cash equivalents held at several financial institutions. The amounts held at each financial institution takes into account the long-term credit rating and size of the financial institution. The interest rates earned on cash and cash equivalents will fluctuate in line with short-term interest rates.

Signet’s market risk profile as of November 2, 2024 has not materially changed since February 3, 2024. The market risk profile as of February 3, 2024 is disclosed in Signet’s Annual Report on Form 10-K, filed with the SEC on March 21, 2024.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e)) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The procedures are also designed to ensure that information is accumulated and communicated to management, including the Chief Executive Officer (principal executive officer) and Chief Financial and Operating Officer (principal financial officer), as appropriate to allow timely decisions regarding required disclosure.

Management, including the Chief Executive Officer and Chief Financial and Operating Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as amended. Based on this review, the Chief Executive Officer and Chief Financial and Operating Officer concluded that the disclosure controls and procedures were effective as of November 2, 2024.

Changes in Internal Control over Financial Reporting

There were no changes to the Company’s internal control over financial reporting during the third quarter of Fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information regarding legal proceedings is incorporated by reference from Note 20 of the Condensed Consolidated Financial Statements set forth in Part I of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024 that was filed with the SEC on March 21, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Repurchases of equity securities

The following table contains the Company’s repurchases of common shares in the third quarter of Fiscal 2025:

Period Total number of<br><br>shares purchased Average price paid<br><br>per share (1) Total number of shares purchased as part of publicly announced plans or programs Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
August 4, 2024 to August 31, 2024 150,147 $ 81.79 150,147 $ 801,502,836
September 1, 2024 to September 28, 2024 303,484 $ 86.73 303,484 $ 775,182,947
September 29, 2024 to November 2, 2024 289,230 $ 96.48 289,230 $ 747,278,351
Total 742,861 $ 89.52 742,861 $ 747,278,351

(1)    The average price paid per share excludes commissions paid of $11,076 in connection with the repurchases made under the 2017 Share Repurchase Program.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During the third quarter of Fiscal 2025, the following director and officers of the Company, as defined in Rule 16-1(f), adopted a Rule 10b5-1 Trading Arrangement (as defined in Item 408(a) of Regulation S-K) to sell common shares:

Name Title Adoption Date Expiration Date (1) Maximum aggregate number of shares to be sold
André V. Branch Director October 22, 2024 July 10, 2025 5,679
Mary Elizabeth Finn Chief People Officer October 21, 2024 July 5, 2025 15,000
Joan M. Hilson Chief Financial and Operating Officer October 22, 2024 July 3, 2025 49,956
Jamie L. Singleton Chief Consumer Officer October 22, 2024 May 21, 2025 19,931
Rebecca Wooters Chief Digital Officer October 10, 2024 January 30, 2026 13,984

(1)    The plan will expire on the date represented in the table or upon the earlier completion of all transactions contemplated under the arrangement.

The trading arrangement noted above is intended to satisfy the affirmative defense in Rule 10b5-1(c). No other directors or officers of the Company have adopted, modified, or terminated a Rule 10b5-1 Trading Arrangement or Non-Rule 10b5-1 Trading Arrangement (as each term is defined in Item 408 of Regulation S-K) during the third quarter of Fiscal 2025.

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ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Number Description of Exhibits
10.1*† Transition Agreement dated September 30, 2024 between Signet Jewelers Limited and Gina Drosos.
10.2*† Termination Protection Agreement dated September 30, 2024 between Sterling Jewelers Inc. and J.K. Symancyk.
10.3*† Form of Signet Jewelers Limited 2018 Omnibus Incentive Plan Time-Based Restricted Stock Retention Award Agreement.
10.4*† Transition and Separation Agreement dated October 20, 2024 between R2Net Israel Ltd. and Oded Edelman.
10.5 Fourth Amendment to Credit Agreement, dated as of August 23, 2024, among Signet Jewelers Limited, as holdings; Signet Group Limited, as the lead administrative borrower; the resigning borrowers party thereto; Signet Ireland Treasury Services Designated Activity Company, as the new additional borrower; the other borrowers party thereto; the lenders party thereto; and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed September 12, 2024).
10.6† Signet Jewelers Limited Second Amended and Restated 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 2, 2024).
31.1* Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith.
--- ---
† Management contract or compensatory plan or arrangement.

Table of Contents

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.

Signet Jewelers Limited
Date: December 5, 2024 By: /s/ Joan M. Hilson
Name: Joan M. Hilson
Title: Chief Financial and Operating Officer<br>(Principal Financial Officer)

41

Document

Exhibit 10.1

September 30, 2024

Signet Jewelers Limited

Clarendon House

2 Church Street

Hamilton D0 HM11

Attention: Board of Directors and General Counsel and SVP Legal Compliance and Risk

Dear Directors and Mr. Ptak:

This letter constitutes notice of my plans to retire as the Chief Executive Officer (the “CEO”) of Signet Jewelers Limited (the “Company”), from the Company’s Board of Directors (the “Board”) and to the extent applicable, from all positions as a director or officer of any of the Company’s subsidiaries or affiliates, as of November 4, 2024 (the “Transition Date”). This notice is given pursuant to Section 11(f) of the Amended and Restated Termination Protection Agreement, dated March 15, 2022, between the Company and me (the “TPA”), and will be effective upon the acceptance by the Board and appointment of a successor CEO. I hereby request that the Company waive any requirement for 90 days’ prior notice of the Transition Date.

Further, as of the Transition Date, I will continue my employment with the Company on a non-executive basis to provide transitional support to the successor CEO at the rate of my current salary and with continued eligibility for employee benefits (under the employee benefit plans and programs of the Company and its subsidiaries in which I was eligible to participate immediately prior to the Transition Date) through February 1, 2025 (the last day of the 2025 fiscal year), at which time I will retire from employment by the Company.

As a result of such retirement, I will be entitled to the benefits set forth in Section 3(g) and no other provision of Sections 3(b) through 3(f) of the TPA, and as of February 1, 2025, the TPA will terminate other than the parties’ remaining obligations under Sections 3(a), 3(g), 4, 5, 6, 7, 8, 10 and 11 thereof. Due to my continued employment through the end of the 2025 fiscal year, there will be no pro-ration of any payments per Section 3(g) of the TPA under the Company’s Short-term Incentive Plan (STIP).

Please sign where indicated below to confirm receipt and effectiveness of this notice and agreement with the foregoing terms.

Sincerely,

/s/ Virginia C. Drosos

Virginia C. Drosos

Receipt and agreement confirmed and effectiveness acknowledged as of September 30, 2024:

Signet Jewelers Limited

Signature: /s/ Stash Ptak

Name:    Stash Ptak

Title:    General General Counsel and SVP Legal Compliance and Risk

Signature: /s/ Helen McCluskey

Name:    Helen McCluskey

Title:    Chairman of the Board of Directors

Document

Exhibit 10.2

TERMINATION PROTECTION AGREEMENT

THIS TERMINATION PROTECTION AGREEMENT (as hereinafter amended from time to time, this “Agreement”) is made and entered into by and between Sterling Jewelers Inc., a Delaware corporation (the “Company”) and J. K. Symancyk (the “Executive”), dated as of September 30, 2024.

WITNESSETH

WHEREAS, the Company and its affiliates are engaged in the business of operating chains of retail jewelry stores in the United States, the United Kingdom and Canada;

WHEREAS, the Company desires to employ the Executive effective as of November 4, 2024, and the Executive desires to be employed, as Chief Executive Officer of Signet Jewelers Limited, a Bermuda corporation (“Signet,” and, together with its subsidiaries, the “Signet Group,” which for purposes of this Agreement is an affiliate of the Company), subject to the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is mutually acknowledged, the Company and the Executive (individually a “Party” and together the “Parties”), intending to be legally bound, agree as follows:

AGREEMENT

1.    Definitions.

(a)    “Board” means the Board of Directors of Signet.

(b)    “Business” shall mean the operation of a retail jewelry business that sells to the public jewelry, watches and associated services including through e-commerce.

(c)    “Cause” means (A) fraud, embezzlement, gross insubordination or any act of moral turpitude or intentional misconduct, in each case, on the part of the Executive; (B) conviction of or the entry of a plea of nolo contendere by the Executive for any felony; or (C) (x) a material breach by the Executive of Executive’s duties, responsibilities or obligations under this Agreement or the attached Schedule 1, or (y) the willful failure or refusal by the Executive to perform and discharge a specific lawful directive issued to Executive by the Board within a reasonable period of time, not to be less than five (5) business days, following written notice thereof to the Executive by the Company or the Board and, with respect to (C), Executive’s failure to cure the material breach or to perform the specific lawful directive within ten (10) days after Executive receives written notice of same with details on the actions that would cure the breach or constitute following the specific lawful directive.

(d)    “Change of Control” means the occurrence of any of the following events:

(i)    any consolidation, amalgamation, or merger of Signet with or into any other Person, or any other corporate reorganization, business combination, transaction or transfer of securities of Signet by its stockholders, or a series of transactions (including the acquisitions of capital stock of Signet), whether or not Signet is a party thereto, in which the stockholders of Signet immediately prior to such consolidation, merger, reorganization, business combination or transaction, collectively have beneficial ownership (as defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended), directly or indirectly, of capital stock representing directly, or indirectly through one or more entities, less than fifty (50%) of the equity (measured by economic value or voting power (by contract, share ownership or otherwise) of Signet or other surviving entity immediately after such consolidation, merger, reorganization, business combination or transaction;

(ii)    the sale or disposition, in one transaction or a series of related transactions, of all or substantially all of the assets of Signet to any Person;

(iii)    during any period of twelve (12) consecutive months, individuals who as of the beginning of such period constituted the entire Board (together with any new directors whose election by such Board or nomination for election by Signet’s shareholders was approved by a vote of at least two- thirds of the directors of Signet, then still in office, who were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof; or

(iv)    approval by the shareholders of Signet of a complete liquidation or dissolution of Signet.

(e)    “Compensation Committee” means the Human Capital Management and Compensation Committee or successor committee of the Board.

(f)    “Disability” means any physical or mental disability during the term of the Executive’s Employment that renders the Executive incapable of performing the services required of the Executive for any period or periods aggregating six (6) months during any twelve (12) month period. For purposes of the foregoing, the Executive’s physical or mental disability shall be determined in accordance with any disability plan of or applicable to the Company that is then in effect or may be determined by the Compensation Committee.

(g)    “Good Reason” means any of the following has occurred without the Executive’s prior written consent: (A) a material reduction in Executive’s target or maximum potential annual compensation opportunities as set forth on the attached Schedule 1; (B) a material diminution in Executive’s authority, duties or responsibilities as set forth on Schedule 1; (C) any requirement that the Executive relocate Executive’s principal place of employment by more than fifty (50) miles from such Executive’s then primary office location set forth on the attached Schedule 1 and from Executive’s principal residence in any such location, provided that such a relocation shall not include: (i) the Executive’s travel for business in the course of performing the Executive’s duties for the Company, (ii) the Executive working remotely or (iii) the Company requiring the Executive to report to the office within the Executive’s relocated principal place of employment (instead of working remotely) at the Company’s expense for three days or less each week; or (D) a material breach by the Company of this Agreement (including its payment obligations to the Executive as set forth on Schedule 1), which breach remains uncured for thirty (30) days following written notice thereof provided by the Executive to the Company; provided that, no event described in clauses (A) – (D) shall constitute Good Reason unless (i) Executive has given the Company written notice of the termination, setting forth the conduct of the Company that is alleged to constitute Good Reason, within ninety (90) days following the first occurrence of such event, and (ii) Executive has provided the Company at least thirty (30) days following the date on which such notice is provided to cure such conduct and the Company has failed to do so. Any termination of employment by the Executive for Good Reason must occur within one (1) year following the initial existence of one or more of the conditions giving rise to the Executive’s resignation on account of Good Reason and such resignation cannot require the consent of the Company.

(h)    “LTIP” means the Company’s Amended and Restated 2018 Omnibus Incentive Plan or other long-term incentive plan then in effect, as approved by the Compensation Committee or its designee.

(i)    “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

(j)    “Retirement” shall mean termination of the Executive’s service with the Signet Group by the Company or Executive, on or following the Executive’s sixtieth (60th) birthday with at least five (5) years of service, or such earlier date as provided in a written agreement between a member of the Signet Group and the Executive (excluding such a termination at a time when the Signet Group may terminate the Executive for Cause, as determined by the Compensation Committee).

(k)    “Short-Term Deferral Period” means the period ending on the later of the fifteenth (15th) day of the third (3rd) month following the end of the Executive’s first taxable year in which the right to the payment is no longer subject to a substantial risk of forfeiture or the fifteenth (15th) day of the third (3rd) month following the end of the Company’s first taxable year in which the right to the payment is no longer subject to a substantial risk of forfeiture.

(l)    “STIP Bonus” means an annual cash bonus award in accordance with the annual short- term incentive plan (“STIP”) then in effect for executive officers of the Signet Group, as approved by the Compensation Committee or its designee.

(m)    “STIP Payment Period” means the later of (a) between March 10th and May 31st following the end of the fiscal year to which such STIP Bonus relates and (b) the Payment Commencement Date (as defined below), but in no event later than the Short-Term Deferral Period.

2.    Term; Termination.

(a)    Term; Notice of Termination. This Agreement shall be effective as of the first date written above and may not be terminated by either party during the Executive’s employment and upon a termination of Executive’s employment the applicable sections of this Agreement shall survive in accordance with Section 11(i). The Executive’s employment with the Company will be “at-will” and shall continue until terminated either by the Company at any time by notifying the Executive in writing or by the Executive at any time upon at least ninety (90) days’ prior written notice to the Company. The provisions of this Agreement exclusively shall govern the Executive’s rights upon termination of employment with the Company and its affiliates, together with any applicable plans and applicable award agreements of the Company governing benefits payable upon termination. Any purported termination of employment by the Company or by the Executive (other than due to the Executive’s death) shall be communicated by written notice of termination to the other Party hereto in accordance with Section 11(f).

(b)    Board/Committee Resignation. Upon termination of the Executive’s employment for any reason, the Executive agrees to resign at the direction of the Board or shall be deemed to have resigned, as of the date of such termination (the “Termination Date”) and to the extent applicable, from the Board (and any committees thereof) and the Board of Directors (and any committees thereof) of any of the Company’s subsidiaries or affiliates.

3.    Payments Upon Certain Terminations of Employment by the Company.

(a)    Waiver and Release and Continued Compliance with Covenants; Timing of Payments.

(i)    Notwithstanding anything herein to the contrary, as a condition precedent to receiving any payments under this Section 3 (other than those amounts already accrued prior to the Termination Date, including the Accrued Rights (as defined below)), Executive (or the Executive’s estate, as applicable) shall have executed, within twenty-one (21) days, or if required for an effective release, forty- five (45) days, following the Termination Date, a waiver and release in similar form to that attached hereto as Exhibit A (the “Release”), which Release may be updated by the Company from time to time to reflect changes in law and related factors, and the seven (7) day revocation period of such Release shall have expired. In addition, all payments under this Section 3 are subject to Executive’s continued compliance with the provisions of Sections 4, 5 and 6 of this Agreement.

(ii)    Subject to Section 8(b) and the execution of the Release pursuant to this Section 3(a), all payments under this Section 3 that are conditioned on such Release shall be payable as described below on (or beginning on) the sixtieth (60th) day after the Termination Date (the “Payment Commencement Date”) and no later than the Short-Term Deferral Period, except payments that are made pursuant to the LTIP or STIP or an award agreement under the LTIP or STIP.

(b)    Termination By the Company For Cause; Resignation by the Executive. If the Executive’s employment with the Company is terminated by the Company for Cause or if the Executive resigns for any reason or no reason (other than for Good Reason within one year following a Change of Control):

(i)    the Executive shall be entitled to receive solely the following (the amounts described in clauses (1), (2), and (3) being referred to as the “Accrued Rights”):

(1)    base salary and accrued and unused vacation through the Termination Date in accordance with the Company’s normal payroll practices;

(2)    any STIP Bonus or LTIP payment that has been earned by and is payable to the Executive in accordance with the applicable plan as of the Termination Date that remains unpaid as of such date, which shall be paid in accordance with such plan; and

(3)    any benefits to which the Executive is entitled under the employee benefit plans of the Company, which shall be paid pursuant to the terms and conditions of such benefit plans;

(ii)    if such termination is a termination for Cause or a resignation without Good Reason and it occurs within twelve (12) months of the date of this Agreement, the Executive shall repay to the Company the $1.5 million cash bonus that the Executive received from the Company at the time of hire (the “Make-Whole Cash Bonus”), which must be repaid within twenty-four (24) months of such termination; and

(iii)    if such termination is a resignation for Good Reason, any then unvested portion of the restricted stock unit grant provided to the Executive under the LTIP at the time of hire having a grant date value of $3.5 million (the “Make-Whole LTIP Award”) will vest in full.

(iv)    Termination by the Company Without Cause. If the Executive’s employment is terminated by the Company without Cause, other than in circumstances where Section 3(d) applies, the Executive shall be entitled to receive solely the following in addition to the Accrued Rights:

(i)    one and one-half (1.5) times the sum of (1) the Executive’s base salary in effect on the Termination Date and (2) the Executive’s target STIP Bonus in effect on the Termination Date, payable in twelve (12) equal monthly installments commencing in the month after the Terminate Date and in accordance with the Company’s standard payroll practices for executive officers, except that the first payment will be on the first payroll date occurring on or after the Payment Commencement Date and include a catch up payment for the first installment;

(ii)    the STIP Bonus the Executive would otherwise have received for the full fiscal year in which the Termination Date occurred, based on actual performance, pro-rated for the number of calendar days during the fiscal year during which the Executive was employed, payable in a lump sum during the STIP Payment Period;

(iii)    for each outstanding award, other than the Make Whole LTIP Grant (as defined below), that remains subject to vesting under the LTIP as of the Termination Date:

(1)    any such performance-based award shall vest based on actual performance, as of the date of determination by the Compensation Committee after the end of the completed performance cycle for such award of the level of such performance achieved, and be pro-rated for the number of calendar days that the Executive was employed during the maximum vesting period applicable to the award, and shall be payable in accordance with the LTIP and applicable award agreement, and

(2)    any such time-based award shall vest on the Termination Date in an amount that is pro-rated for the number of calendar days that the Executive was employed during the vesting period, and shall be payable in accordance with the LTIP and applicable award agreement; and

(iv)    full vesting of any then unvested portion of the Make-Whole LTIP Award; and

(v)    if the Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months following the Termination Date or until such earlier termination of COBRA coverage, except that the first payment will be on the first payroll date occurring on or after the Payment Commencement Date and include a catch up payment for the first installment.

(v)    Certain Termination Events Within One Year Following a Change of Control. If the Executive’s employment hereunder is terminated within one (1) year following a Change of Control (A) by the Company without Cause, or (B) because the Executive resigns for Good Reason, in each case, the Executive shall be entitled to receive solely the following, in addition to the Accrued Rights:

(i)    one and one-half (1.5) times the sum of (1) the Executive’s base salary in effect on the Termination Date (provided that a material reduction to base salary resulting in Good Reason, shall be disregarded for purposes of this calculation) and (2) the Executive’s target STIP Bonus in effect on the Termination Date (provided that a material reduction to target STIP Bonus resulting in Good Reason, shall be disregarded for purposes of this calculation), payable as a lump sum on the first payroll date following the Payment Commencement Date; provided, that, to the extent such payment constitutes “nonqualified deferred compensation,” and the Change of Control is not a “change in control event,” in each case as such terms are defined under Section 409A, then such amount shall be paid in equal monthly installments over the twelve (12) months beginning on the first payroll date immediately following the Payment Commencement Date;

(ii)    the STIP Bonus the Executive would otherwise have received for the full fiscal year in which the Termination Date occurred, based on actual performance, pro-rated for the number of calendar days during the fiscal year during which the Executive was employed, payable in a lump sum during the STIP Payment Period;

(iii)    each outstanding award that remains subject to vesting under the LTIP as of the Termination Date shall be paid in accordance with the terms and on the timing applicable to such termination event in the LTIP and applicable award agreements and, if the applicable award agreement does not expressly provide for any payment upon a resignation by the Executive for Good Reason or termination of employment by the Company without Cause within one (1) year following a Change of Control, such termination of employment shall entitle the Executive to the same payment that the Executive would be entitled to receive upon a termination by the Company without Cause following a Change of Control under the LTIP and applicable award agreement or, if greater, under this Agreement; and

(iv)    if Executive timely elects coverage under COBRA, a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for eighteen (18) months following the Termination Date or until such earlier termination of COBRA coverage, except that the first payment will be on the first payroll date occurring on or after the Payment Commencement Date and include a catch up payment for the first installment.

(vi)    Termination Upon the Executive’s Death. In the event of the Executive’s death during the term of the Executive’s employment, the Executive’s employment and this Agreement shall automatically terminate and, in addition to the Accrued Rights, the Company shall pay to Executive’s estate:

a.    Executive’s base salary in effect on the Termination Date for six (6) months following such Termination Date, in accordance with the Company’s standard payroll practices for executive officers;

b.    the STIP Bonus the Executive would otherwise have received for the full fiscal year in which the Termination Date occurred, based on actual performance, pro-rated for the number of calendar days during the fiscal year during which the Executive was employed, payable in a lump sum during the STIP Payment Period; and

c.    each outstanding award that remains subject to vesting under the LTIP as of the Termination Date shall be paid in accordance with the terms and on the timing applicable to such termination event in the LTIP and applicable award agreements, which, for any award held by the Executive for at least six months, shall be no less than an amount that is pro-rated for the number of calendar days that the Executive was employed during the maximum vesting period, and if the award is performance- based, shall also be based on target performance if death occurs before the end of the performance period or actual performance if death occurs after the performance period and prior to the vesting date.

(vii)    Termination Due to Disability. In the event of the Executive’s Disability during the term of the Executive’s employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). Upon such termination, in addition to the Accrued Rights, the Company shall pay to the Executive:

a.    the STIP Bonus the Executive would otherwise have received for the full fiscal year in which the Termination Date occurred, based on actual performance, pro-rated for the number of calendar days during the fiscal year during which the Executive was employed, payable in a lump sum during the STIP Payment Period; and

b.    each outstanding award that remains subject to vesting under the LTIP as of the Termination Date shall be paid in accordance with the terms applicable to termination for Disability in the LTIP and applicable award agreements. which, for any award held by the Executive for at least six months, shall be no less than an amount that is pro-rated for the number of calendar days that the Executive was employed during the maximum vesting period, and if the award is performance-based, shall also be based on target performance if Disability occurs before the end of the performance period or actual performance if Disability occurs after the performance period and prior to the vesting date.

(viii)    Termination Due to Retirement. In the event of the Executive’s Retirement, in addition to the Accrued Rights, the Company shall pay to the Executive:

a.    the STIP Bonus that is then payable in accordance with the STIP for the full fiscal year in which the Termination Date occurred, based on actual performance, pro-rated for the number of calendar days during the fiscal year during which the Executive was employed, payable in a lump sum during the STIP Payment Period; and

b.    each outstanding award that remains subject to vesting under the LTIP as of the Termination Date shall be paid in accordance with the LTIP and applicable award agreements, which for any award held by the Executive for at least six months, shall be no worse than continued vesting, subject to achievement of any performance conditions, as if Executive remained employed through the vesting date.

4.    Confidentiality; Ownership of Developments.

(a)    During the term of the Executive’s employment with the Signet Group and for all time thereafter, the Executive shall keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the Business of the Signet Group, any trade secrets, confidential or proprietary information and documents or materials owned, developed or possessed by or for the Signet Group pertaining to the Signet Group; provided that such information referred to in this Section 4(a) shall not include information that is or has become generally known to the public or the jewelry trade without violation of this Section 4.

(b)    The Executive acknowledges that all developments, including, without limitation, inventions (patentable or otherwise), discoveries, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, data, documentation, writings and applications thereof (collectively, “Works”) relating to the Business or planned business of the Signet Group that, alone or jointly with others, the Executive may create, make, develop or acquire during the term of Executive’s employment with the Signet Group (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of the Signet Group and the Executive hereby assigns to the Company all of Executive’s right, title and interest in and to all such Developments and Executive shall take any action reasonably necessary to achieve the foregoing result. Notwithstanding any provision of this Agreement to the contrary, “Developments” shall not include any Works that do not relate to the Business or planned business of the Signet Group.

(c)    The Executive is hereby notified, in accordance with the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), that: (i) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; (ii) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (iii) an

individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order. Notwithstanding anything herein to the contrary, nothing in this Agreement shall: (i) prohibit the Executive from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation; or (ii) require notification or prior approval by the Company of any reporting described in clause (i).

(d)    The Executive further understands that this Agreement does not limit the Executive’s ability to communicate with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement also does not limit the Executive’s right to receive an award for information provided to any Government Agency.

5.    Covenants Not to Solicit and Not to Compete. The Executive agrees that Executive shall not, directly or indirectly, without the prior written consent of the Company:

(a)    during Executive’s employment with the Signet Group and for a period of two (2) years commencing upon the Termination Date, solicit, entice, persuade or induce any employee, consultant, agent or independent contractor of the Signet Group to terminate his or her employment or engagement with the Signet Group, to become employed by any person, firm or corporation other than the Signet Group or approach any such employee, consultant, agent or independent contractor for any of the foregoing purposes; or

(b)    during Executive’s employment with the Signet Group and for a period of one (1) year commencing upon the Termination Date, directly or indirectly own, manage, control, invest or participate in any way in, consult with or render services to or for any person or entity (other than for the Signet Group) which is materially engaged in the Business (“materially” meaning deriving more than 25% of its revenue from the sale of jewelry and watches per year as of the applicable date); provided that the Executive shall be entitled to own up to 1% of any class of outstanding securities of any company whose common stock is listed on a national securities exchange or included for trading on the NASDAQ Stock Market.

6.    Non-Defamation and Non-Disparagement. The Executive shall not at any time, publicly or privately, verbally or in writing, directly or indirectly, make or cause to be made any defaming and/or disparaging, or intentionally misleading or intentionally false statement about the Signet Group or its products, or any current or former directors, officers, employees, or agents of the Signet Group, or the business strategy, plans, policies, practices or operations of the Signet Group to any person or entity, including members of the investment community, press, customers, competitors, employees and advisors of the Signet Group. Truthful disclosure to any government agency regarding possible violations of federal law or regulation in accordance with any whistleblower protection provisions of state or federal law or regulation shall not be deemed to violate this paragraph. The Company shall instruct the Company’s successor Chief Executive Officer and the Board not to make any defaming and/or disparaging, derogatory, or intentionally misleading or false statement about the Executive. Executive recognizes that the breach of this Section 6 will cause serious and irreparable injury to the Company.

7.    Specific Performance. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique, and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Business of the Signet Group. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Sections 4, 5 or 6 hereof, the Signet Group would sustain irreparable injury and that monetary damages will not provide adequate remedy to the Signet Group and that the Signet Group shall be entitled to have Sections 4, 5 or 6 specifically enforced by any court having equity jurisdiction. Nothing contained herein shall be construed as prohibiting the Signet Group from pursuing any other remedies available to it for

such breach or threatened breach, including, without limitation, the recovery of damages from the Executive or cessation of payments hereunder without requirement for posting a bond. In addition, to the extent allowed by law, the Executive shall be required to return to the Company any termination payments and benefits paid pursuant to Section 3 less two hundred fifty dollars ($250.00) if the Executive violates Sections 4, 5 or 6.

8.    Section 409A.

(a)    The intent of the Parties is that payments and benefit under this Agreement comply with or be exempt from Internal Revenue Code of 1986, as amended (the “Code”) Section 409A and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom, as applicable. If any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, the Company may (i) adopt such amendments to the Agreement, including amendments with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Agreement and/or (ii) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A.

(b)    A termination of employment shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of employment, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then, notwithstanding any other provision herein, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided prior to the date which is the earlier of (A) the expiration of the six (6) month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 8(b) (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum on the first business day following the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c)    (i) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event any reimbursements that are non- qualified deferred compensation subject to Section 409A of the Code shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit.

(d)    For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

(e)    Nothing contained in this Agreement shall constitute any representation or warranty by the Company regarding compliance with Section 409A. The Company has no obligation to take any action to prevent the assessment of any additional income tax, interest or penalties under Section 409A on any person and the Company, its subsidiaries and affiliates, and each of their employees and representatives shall not have any liability to the Executive with respect thereto.

9.    Compliance with Board Policies.

(a)    The Executive shall be required to build a holding of shares of Signet common stock (“Shares”) equal to a specified level as set by the Board from time to time (the “Share Ownership Requirement”) pursuant to the terms of any stock ownership policy or guidelines approved by the Board or a committee of the Board and provided to the Executive. The Share Ownership Requirement shall be required for so long as the Executive is a senior officer of the Signet Group.

(b)    The Executive shall be subject to the written policies of the Board applicable to senior officers, including without limitation any Board policy relating to claw back of compensation, as they exist from time to time during the Executive’s employment with the Company or any of its affiliates.

10.    Governing Law; Jurisdiction.

(a)    This Agreement shall be subject to, and governed by, the laws of the State of Ohio applicable to contracts made and to be performed therein, without regard to conflict of laws principles thereof.

(b)    Any action to enforce any of the provisions of this Agreement shall be brought in a court of the State of Ohio located in Summit County or in a Federal court located in Cleveland, Ohio. The Parties consent to the jurisdiction of such courts and to the service of process in any manner provided by Ohio law. Each Party irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding brought in such court and any claim that such suit, action, or proceeding brought in such court has been brought in an inconvenient forum and agrees that service of process in accordance with the foregoing sentences shall be deemed in every respect effective and valid personal service of process upon such Party.

EXECUTIVE ACKNOWLEDGES THAT, BY SIGNING THIS AGREEMENT, EXECUTIVE IS WAIVING ANY RIGHT THAT EXECUTIVE MAY HAVE TO A JURY TRIAL RELATED TO THIS AGREEMENT.

11.    Miscellaneous.

(a)    Entire Agreement/Amendments. This Agreement, including the employment terms, duties and entitlements set forth on Schedule 1, contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior agreements (whether written or oral) between the Parties with respect thereto, including, without limitation, any prior written term sheet and to the extent modified by the terms herein, any LTIP or STIP award granted after the date of this Agreement (unless such award agreement expressly overrides this Agreement). There are no restrictions, agreements, promises, warranties, covenants or undertakings between the Parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the Parties hereto. For the avoidance of doubt, the employment terms, duties and entitlements set forth on Schedule 1 are an integral part of this Agreement.

(b)    No Waiver. The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such Party’s rights or deprive such Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(c)    Severability. The provisions of this Agreement are severable and the invalidity, illegality or unenforceability of any one or more provisions shall not affect the validity, legality or enforceability of any other provision. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the duration or scope thereof, the Parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.

(d)    Assignment. This Agreement and all of the Executive’s rights and duties hereunder shall not be assignable or delegable by the Executive. Any purported assignment or delegation by the Executive in violation of the

foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to, or assumed by, a person or entity which is an affiliate of the Company or a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.

(e)    Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the Executive’s death, all amounts payable hereunder to the Executive that are then unpaid, shall be paid to the Executive’s beneficiary designated by Executive in writing to the Company or, in the absence of such designation, to Executive’s estate.

(f)    Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either Party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company:

Sterling Jewelers Inc. 375 Ghent Road

Akron, Ohio 44333

Attn: General Counsel and SVP Legal Compliance and Risk

with copies to:

Baker Hostetler LLP

127 Public Square, Suite 2000

Cleveland, Ohio 44114 Attn: Janet Spreen

If to the Executive:

To Executive’s last address set forth on the payroll records of the Company

(g)    Cooperation. The Executive shall be reasonably available to with respect to the Company, its subsidiaries and affiliates and its legal counsel, as may be necessary or appropriate: (i) to respond truthfully to any third party legal inquiries that may arise with respect to matters that the Executive was responsible for or involved with during the Executive’s employment with the Company; (ii) in connection with any defense, prosecution or investigation of any and all actual, threatened, potential or pending court or administrative proceedings or other legal matters in which the Executive may be involved as a party and/or in which the Company determines, in its reasonable discretion, that the Executive is a relevant witness and/or possesses relevant information; and (iii) in connection with any and all legal matters relating to the Company, its subsidiaries and affiliates, and each of their respective past and present employees, managers, directors, officers, administrators, shareholders, members, agents, and attorneys, in which the Executive may be called as an involuntary witness (by subpoena or other compulsory process) served by any third-party, including, without limitation, providing the Company with written notice of any subpoena or other compulsory process served on the Executive within forty-eight (48) hours of its occurrence. In connection with the matters described in this Section 11(g), the Executive agrees to notify, truthfully communicate and be represented by, and provide requested information to, the Company’s counsel, to fully cooperate and work in good faith with such counsel with respect to, and in preparation for, any response to a subpoena or other compulsory process served upon the Executive, any depositions, interviews, responses, appearances or other legal matters, and to testify truthfully and honestly with respect to all matters. For the avoidance of doubt, the Company has no obligation to provide the Executive with separate counsel in connection with any such matter unless Company’s counsel will not jointly represent Executive in which case Executive

may engage separate counsel at the cost and expense of the Company. The Company shall reimburse the Executive for reasonable expenses, such as travel, lodging and meal expenses, incurred by the Executive pursuant to this Section 11(g) at the Company’s request, and consistent with the Company’s policies for employee expenses.

The Executive further acknowledges that all documents prepared by the Company pertaining to the affairs of the Company or any legal matter relating to the Company, which may be provided to the Executive or to which the Executive may be given access pursuant to this Section 11(g) in connection with the Executive’s cooperation hereunder with respect to any legal matter relating to the Company, are, and shall remain, the property of the Company at all times. Except as required by applicable law or court order, the Executive shall not disclose any information or materials received in connection with any legal matter relating to the Company.

All communications by the Company, its subsidiaries and/or affiliates, and its lawyers to the Executive and all communications by the Executive to the Company, its subsidiaries and/or affiliates and its lawyers, in connection with any legal matter relating to the Company, its subsidiaries and/or affiliates, shall, to the fullest extent permitted by law, be privileged and confidential and subject to the work product doctrine. No such communication, information, or work product shall be divulged by the Executive to any person or entity, except at the specific direction of an authorized representative of the Company and its lawyers.

The Executive further agrees that the Executive must also: (i) complete any outstanding performance evaluations at the time of termination; (ii) repay any outstanding bills, advances, debts, etc., due to the Company, as of the date of Executive’s termination of employment; and (iii) cooperate with the Company in performing all transition and other matters reasonably required by the Company prior to the date of Executive’s termination of employment.

Executive recognizes that the breach of this Section 11(g) will cause serious and irreparable injury to the Company.

(h)    Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(i)    Survival. All the provisions of this Agreement shall survive the expiration or termination of this Agreement and the Executive’s employment hereunder, irrespective of the reason for any termination.

(j)    Counterparts. This Agreement may be signed electronically and in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signatures on following page]

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the last date written below.

STERLING JEWELERS INC.

By: /s/ Stash Ptak

Name: Stash Ptak

Title:    General Counsel and Senior Vice President Legal Compliance and Risk

Date:    September 30, 2024

EXECUTIVE

/s/ J.K. Symancyk

J. K. Symancyk

Date: September 30, 2024

Acknowledged and agreed to by:

SIGNET JEWELERS LIMITED

By: /s/ Stash Ptak

Name: Stash Ptak

Title:    General Counsel and Senior Vice President Legal Compliance and Risk

Date:    September 30, 2024

[SIGNATURE PAGE TO TERMINATION PROTECTION AGREEMENT]

SCHEDULE 1

EMPLOYMENT TERMS, DUTIES AND ENTITLEMENTS

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Termination Protection Agreement, dated as of September 30, 2024, by and among Sterling Jewelers Inc. (the “Company”) and J. K. Symancyk (the “Executive”) to which this Schedule 1 is attached (the “Agreement”).

Date of Hire (start date) Target start date of November 4th, 2024
Location Dallas, Texas
Position Chief Executive Officer of Signet Group, reporting to the Board of Directors<br><br>Member of the Board of Directors
Duties Executive shall have such duties and authority, consistent with his position, as may be assigned from time to time by the Board.<br><br>For so long as the Executive serves as the Chief Executive Officer of the Signet Group during the term of the Executive’s employment with the Company or any of its subsidiaries or affiliates, the Executive shall, subject to the provisions of the Bylaws of Signet, also serve as a member of the Board and shall, if requested by the Company, also serve as a member of the board of directors of any of Signet’s or the Company’s subsidiaries without additional compensation.<br><br>Executive shall devote his full business time and reasonable best efforts to the performance of his duties and will not engage in any other business, profession or occupation for compensation or otherwise which would directly or indirectly conflict or interfere with the rendition of such services, without the prior written consent of the Board; provided Executive may (i) serve on any board of directors or trustees of any charitable or educational organization or engage in other charitable, civic and professional activities, (ii) continue to serve on the board of directors of Bath & Body Works, and (iii) subject to the prior approval of the Board, in its sole discretion, Executive may accept appointment to any board of directors of any business entity; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of the Executive’s duties or breach the terms of Section 4 or 5 of the Agreement.
Annual Base Salary $1.40MM, subject to annual review and adjustment by the Human Capital Management and Compensation Committee.<br><br>Base Salary will not be reduced unless there is a comparable reduction in the base salaries of other named executive officers of Signet.
Short-Term Incentive Plan (STIP) Target opportunity equal to 170% of base salary if target performance is achieved for performance objectives at target for the applicable fiscal year. Maximum payout opportunity equal to 200% of target and threshold payout equal to 25% of target.<br><br>Annual grants.<br><br>The annual incentive for fiscal 2025 will be prorated based on time in role and actual results under the plan.<br><br>Must be employed at end of fiscal year to be eligible receive STIP.
--- ---
Annual Long-Term Incentive Plan (LTIP) Grant Annual consideration for long-term awards (as determined in the Human Capital Management and Compensation Committee’s and Board’s sole discretion) made in<br><br>accordance with the terms of the LTIP. Amount, form of LTIP grant(s) and any related performance requirements will be determined by the Board.<br><br>Executive’s grant for the Company’s fiscal 2026 grant cycle is expected to have a target grant value equal to $7.0MM, typically granted in March.
“Make-Whole” Cash Bonus On first pay cycle after the Date of Hire, in consideration of forfeited cash bonus opportunity upon separation from the prior employer, $1.5MM Cash Bonus.
“Make-Whole” LTIP Award On the first of the month after Date of Hire, in consideration of forfeited equity awards upon separation from the prior employer, $3.5MM in RSUs subject to 3-year installment vesting (i.e., one-third per year) from the date of issuance.
Employee Benefits Eligible for all Company health, life and disability insurance and other welfare, and retirement, savings, deferred compensation and fringe employee benefit plans, as in effect from time to time, on the same basis as those benefits are generally made available to senior executives of the Company.
Perquisites Annual executive physical<br><br>Financial planning and tax preparation services
Vacation Entitled to time off as provided under the Signet US Time Off Program, as in effect from time to time (currently 4 weeks per calendar year)
Director and Officer Insurance The Company will keep in force for the executive coverage under a directors and officers liability insurance policy, such coverage to be at a level no less than that maintained for substantially all of the executive officers of the Company or Signet (during the period the executive is an executive officer of Signet) and substantially all of the members of the Board (during any period the executive is a member of the Board of Directors of Signet).
Relocation Payment Executive eligible to participate in the Company Executive Relocation Policy, with temporary housing will be provided for 3 months (standard policy is for 90 days).<br><br>On the first pay cycle after Date of Hire, the executive will receive a supplemental relocation payment of $75,000, which covers additional costs not otherwise covered in the Company Executive Relocation Policy. Executive is expected to relocate within 3 months and a claw back provision applies if relocation does not occur in accordance with the Company’s Executive Relocation Policy.
Stock Ownership Requirements, Clawback and Other Policies All compensation is subject to the Company’s Stock Ownership Guidelines, all clawback and other Company policies in effect from time to time.
--- ---
Executive Representations Executive represents and warrants to the Company that the performance by Executive of the duties set forth on the Agreement and this Schedule 1 shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which the Executive is a party or otherwise bound.

EXHIBIT A RELEASE

This RELEASE (“Release”) dated as of _______, 20___ between Sterling Jewelers Inc., a Delaware corporation (the “Company”), and J. K. Symancyk (the “Executive”).

WHEREAS, the Company and the Executive previously entered into that certain Termination Protection Agreement dated [●], 2024 (the “Agreement”); and

WHEREAS, the Executive’s employment with the Company has terminated effective ______, 20___ (“Termination Date”).

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein and in the Agreement, the Company and the Executive agree as follows:

1.    Capitalized terms not defined herein shall have the meaning as defined under the Agreement.

2.    In consideration of the Executive’s release under Paragraph 3 hereof, the Company shall pay to the Executive or provide benefits to the Executive as set forth in Section 3, as applicable, of the Agreement, which is attached hereto and made a part hereof.

3.    The Executive, on Executive’s own behalf and on behalf of Executive’s heirs, estate and beneficiaries, does hereby release the Company, and in such capacities, any of its parent corporations, subsidiaries, or affiliates, and each past or present officer, director, agent, employee, shareholder, and insurer of any such entities (collectively, the “Released Parties”), from any and all claims made, to be made, or which might have been made of whatever nature, whether known or unknown, from the beginning of time, that arose as a consequence of or during Executive’s employment with the Company or any of the Released Parties, or arising out of the termination of such employment relationship, all up through and including the date on which this Release is executed, including, without limitation, any tort and/or contract claims, common law or statutory claims, claims under any local, state or federal wage and hour law, wage collection law or labor relations law, claims under any common law or other statute, ordinances and regulations, claims of age, race, sex, sexual orientation, marital status, parental status, veteran status, religious, disability, national origin, ancestry, citizenship, retaliation or any other claim of employment discrimination or harassment, including, but not limited to under Title VII of the Civil Rights Acts of 1964 and 1991, as amended (42 U.S.C. §§ 2000e et seq.), the Age Discrimination in Employment Act, as amended (29 U.S.C. §§ 621, et seq.); the Americans with Disabilities Act (42 U.S.C. §§ 12101 et seq.), the Rehabilitation Act of 1973 (29 U.S.C. 701 et seq.), the Family and Medical Leave Act (29 U.S.C. §§ 2601 et seq.), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq.), the Employee Retirement Income Security Act of 1974, as amended (29 U.S.C. §§ 1001 et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. §§ 2101 et seq.), the Ohio Civil Rights Act (Ohio Rev. Code. Ann. §§ 4112.01-4112.99), the Ohio Whistleblower’s Protection Statute (Ohio Rev. Code Ann. §§ 4113.51-4113.53), and any other law (including any federal, state or local law or ordinance) prohibiting employment discrimination or relating to employment, retaliation in employment, termination of employment, wages, benefits or otherwise that may legally be waived and released. Nothing in this Release shall be construed to prohibit the Executive from filing a charge with or participating in any investigation or proceeding by a government agency charged with enforcement of any law. Notwithstanding, the Executive agrees to waive the Executive’s right to recover monetary damages in any charge, complaint, or lawsuit filed by the Executive or by anyone else on the Executive’s behalf, except that nothing in this Release shall be construed to limit the Executive’s right to receive any monetary award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934. The Executive relinquishes any right to future employment with the Company or any of the Released Parties, and agrees not to seek future re-employment with the Company or any of the Released Parties. The Executive acknowledges that the Company shall have the right to refuse to re-employ the Executive without liability of the Company or any of the Released Parties. The Executive acknowledges and agrees that even though claims and facts in addition to those now known or believed by Executive to exist may subsequently be discovered, it is the intention of the Executive and the Company in executing this Release that the general release in this Paragraph 3 shall be effective as a full and final accord and satisfaction, and release of and from all liabilities, disputes, claims and matters covered

under the general release in this Paragraph 3, known or unknown, suspected or unsuspected. The furnishing of termination payments and/or benefits under the Agreement will not be deemed an admission of liability or wrongdoing by the Company.

4.    The Company and the Executive acknowledge and agree that the release contained in Paragraph 3 does not, and shall not be construed to, release or limit the scope of any existing obligation of the Company and/or any of its subsidiaries or affiliates (i) to indemnify the Executive for Executive’s acts as an officer or director of Company in accordance with the Certificate of Incorporation and all agreements thereunder, (ii) to pay any amounts or benefits pursuant to Paragraph 2 of this Release or any Accrued Rights (as defined in the Agreement) to which the Executive is entitled under the Agreement, (iii) with respect to the Executive’s rights as a shareholder of the Company, Signet or any of their subsidiaries, (iv) to pay wages that are undisputedly due or to become due, or (v) for claims that cannot lawfully be waived.

5.    Executive acknowledges that pursuant to the release set forth in Paragraph 3 above, Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that Executive’s waiver and release of such rights is knowing and voluntary. Executive acknowledges that the consideration given for the ADEA waiver and release under this Release is in addition to anything of value to which Executive was already entitled.

(a)    Executive further acknowledges that Executive has been advised by this writing that:

(i)    Executive should consult with an attorney prior to executing this Release and has had an opportunity to do so;

(ii)    Executive has up to twenty-one (21) days within which to consider this ADEA waiver and release;

(iii)    Executive has seven (7) days following Executive’s execution of this Release to revoke this ADEA waiver and release, but only by providing written notice of such revocation to the Company in accordance with the “Notice” provision in Section 11(f) of the Agreement;

(iv)    the ADEA waiver and release shall not be effective until the seven (7) day revocation period has expired; and

(v)    the twenty-one (21) day period set forth above shall run from the date Executive receives this Release. The parties agree that any modifications made to this Release prior to its execution shall not restart, or otherwise affect, this twenty-one day (21) period.

(b)    It is the intention of the parties in executing this Release that this Release shall be effective as a full and final accord and satisfaction and release of and from all liabilities, disputes, claims and matters covered under this Release, known or unknown, suspected or unsuspected.

6.    This Release shall become effective on the first (1st) day following the day that this Release becomes irrevocable under Paragraph 5. All payments due to the Executive shall be payable in accordance with the terms of the Agreement.

[Remainder of page intentionally blank]

IN WITNESS WHEREOF, the parties have executed this Release on the date first above written.

STERLING JEWELERS INC.

By:_____________________________

Name:

Title:

Date:

J. K. SYMANCYK

_____________________________

Date:

Document

Exhibit 10.3

Signet Jewelers Limited

Amended and Restated 2018 Omnibus Incentive Plan

Restricted Stock Unit

Retention Award Notice

Grantee:    [NAME]

Grant Date:    [DATE]

Number of Units:    [XX]

Vesting:    The Restricted Stock Units will vest: 100% vests on [DATE] pursuant to Section 2 of the Agreement.

The Grantee agrees and acknowledges that the Restricted Stock Units described herein are granted under and governed by the terms and conditions of the Restricted Stock Unit Award Agreement, dated as of the Grant Date (the “Agreement”) and the Signet Jewelers Limited Amended and Restated 2018 Omnibus Incentive Plan (the “Plan”), both of which are hereby incorporated by reference and together with the Notice constitute one document by signing or by providing electronic signature to this Restricted Stock Unit Award Notice (the “Notice”). This Notice may be signed in counterparts, each of which shall be an original with the same effect as if signatures thereto and hereto were upon the same instrument.

GRANTEE<br><br><br><br><br><br>BY:_________________________<br><br>[GRANTEE NAME] SIGNET JEWELERS LIMITED<br><br><br><br><br><br>BY: __________________________<br><br>Name: Mary Liz Finn<br>Title: Chief People Officer

Signet Jewelers Limited

Amended and Restated 2018 Omnibus Incentive Plan

Restricted Stock Unit

Retention Award Agreement

[DATE]

SECTION 1.GRANT OF RESTRICTED STOCK UNIT AWARD.

(a)Restricted Stock Unit Award.

(i)The Human Capital Management & Compensation Committee of the Board of Directors (the “Committee”) of Signet Jewelers Limited (the “Company”) hereby grants, pursuant to the terms and conditions set forth in the Notice, this Agreement (as defined below) and the Signet Jewelers Limited Amended and Restated 2018 Omnibus Incentive Plan (the “Plan”), to the Grantee set forth on the applicable Restricted Stock Unit Award Notice (the “Notice”) on the date set forth on such Notice (such date, the “Grant Date”), of restricted stock units (the “Units”) of the Company, in an amount set forth on the Notice.

(ii)Each Unit represents an unfunded, unsecured promise of the Company to deliver to the Grantee one common share, par value USD $0.18 per share, of the Company (a “Share”), subject to the vesting and other restrictions, terms and conditions set forth in the Plan and this Agreement (collectively, the “Agreement”).

(iii)In lieu of a purchase price, this award is made in consideration of Service previously rendered by the Grantee to the Signet Group.

SECTION 2.VESTING AND FORFEITURE.

(a)Vesting. Subject to the provisions of this Agreement, 100% of the Units awarded under this Agreement shall vest on the [XX] anniversary of the Grant Date (the “Vesting Date”), subject to the Grantee’s continuous provision of Services to the Signet Group in Good Standing through and including the Vesting Date. The Committee also may, in its discretion, accelerate the vesting of all or any portion of the Units upon any termination of Service during the Grant Period.

(b)Termination of Service. Except to the extent otherwise provided in Section 2(c) or Section 2(d), or unless the Committee determines otherwise, if the Grantee’s Service terminates or if the Grantee fails to remain in Good Standing prior to the Vesting Date, all Units that are unvested at the time of such termination or failure to be in Good Standing shall be forfeited and canceled immediately without consideration.

(c)Termination without Cause. If the Grantee’s Service is terminated by the Company without Cause (defined below) and the Grantee is in Good Standing at the time of such termination, then the Units shall vest as of the date of termination of Service.

(d)Change of Control. Upon the consummation of a Change of Control (as defined below), the Committee shall provide for the treatment of the Units as provided in subparagraphs (i) or (ii) below:

(i)One hundred percent (100%) of the then-unvested Units shall become fully vested and nonforfeitable immediately prior to such Change of Control; or

(ii)the Grantee shall receive a Replacement Award (defined below), which may be this Agreement, modified to reflect the requirements of a Replacement Award, or may be a new award, in which case this Agreement shall be canceled and replaced by such new award. “Replacement Award” shall mean a restricted stock unit award relating to publicly traded equity securities of the Company (or its successor or Parent following the Change of Control) with a Fair Market Value no less than the Fair Market Value of the Units, and which award shall (A) vest on the Vesting Date, subject solely to the Grantee’s continued Service through the Vesting Date, (B) fully vest upon the Grantee’s earlier termination of Service by the Company without Cause, and (C) contain other terms and conditions no less favorable than those of this Agreement. Whether an award to the Grantee constitutes a Replacement Award shall be determined by the Committee (as constituted immediately before the Change of Control) in its sole discretion.

(e)Termination Protection Agreement. Notwithstanding anything to the contrary in this Agreement or in the TPA, the terms of this Agreement (and not the terms of the TPA) shall govern the treatment of the Units granted herein upon a termination of the Grantee’s Service.

SECTION 3.DEFINITIONS.

(a)Capitalized terms not defined herein shall have the same meaning as in the Plan.

(b)For purposes of this Agreement:

(i)“Business” shall mean the operation of a retail jewelry business that sells to the public jewelry, watches and associated services including through e-commerce.

(ii)“Cause” shall have the meaning set forth in the Grantee’s TPA in effect at the time such event that would constitute “Cause” occurs.

(iii)“Good Standing” shall mean that the Grantee is actively employed and has continued to perform Grantee’s duties and otherwise support the Business of the Signet Group in a good faith, in a professional manner and in compliance with Company policies as deemed satisfactory by the Committee in its discretion, after, if applicable, Grantee receiving at least 15 days’ prior notice of and an opportunity to cure any initial failure to be in Good Standing.

(iv)“Grant Period” shall mean the period beginning on the Grant Date and ending on the Vesting Date.

(v)“Pro Rata Portion” shall mean a number of Units equal to: (1) the product of (a) the total number of Units set forth on the Notice, multiplied by (b) a fraction, the numerator of which shall be the number of calendar days that have elapsed during the Grant Period prior to the Grantee’s termination of Service, and the denominator of which shall be the number of calendar days in the Grant Period; less (2) the number of Units that have previously vested pursuant to Section 2(a).

(vi)“Service” has the meaning set forth the Plan and does not include any period beyond the Grantee’s last day of active work, including any period during which the Grantee is in receipt of non-

working notice, pay in lieu of notice, severance pay or any other monies on account of the termination of employment (except to the minimum extent required by minimum employment standards laws).

(vii)“Signet Group” shall mean the Company, together with its Affiliates and Subsidiaries.

(viii)“TPA” shall mean the Amended and Restated Termination Protection Agreement, dated [DATE], by and between Sterling Jewelers Inc., a Delaware corporation, and the Grantee.

SECTION 4. SETTLEMENT OF UNITS.

(a)Time and Method of Settlement.

(i)Subject to the terms of the Plan and this Agreement (to the extent it would not cause a violation of Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), each vested Unit shall be settled on or within seventy (70) days following (A) the Vesting Date, or, (2) if earlier, the applicable date of vesting provided for in Sections 2(b) through (d) or the last sentence of Section 2(a). In the event of payment as a result of Section 2(c)(i), such payment may be subject to the terms and conditions of the agreement providing for such Change of Control, so long as such terms and conditions do not cause a violation of Section 409A.

(ii)Vested Units shall be converted into an equivalent number of Shares that will be distributed to the Grantee (or the Grantee’s legal representative), unless the Company elects to settle the Vested Units in cash. The Company may at its election either (A) at the time of settlement, issue a certificate representing the Shares subject to this Agreement, or (B) not issue any certificate representing Shares subject to this Agreement and instead document the Grantee’s interest in the Shares by registering the Shares with the Company’s transfer agent (or another custodian selected by the Company) in book-entry form. The Company may provide a reasonable delay in the issuance or delivery of vested Shares as it determines appropriate to address tax withholding and other administrative matters, so long as such delay does not cause a violation of Section 409A. In lieu of any fractional Share or Unit, any calculations hereunder will be rounded to the next highest Unit or Share, as applicable.

(b)Withholding Requirements. Unless otherwise provided by the Committee, the Company shall have the power and the right to deduct or withhold automatically from any amount deliverable pursuant to settlement of the Units or otherwise, or require Grantee to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the settlement of the Units; provided, further, that with respect to any required withholding, Grantee may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction.

SECTION 5.RESTRICTIVE COVENANTS

(a)Confidentiality; Ownership of Developments

(i)In consideration for the receipt of Units pursuant to this Agreement, the Grantee hereby covenants and agrees that during the term of the Grantee’s Service and for all time thereafter, the

Grantee shall keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the Business or future business of the Company and/or of any of the Subsidiaries or Affiliates of the Company, any trade secrets, confidential or proprietary information and documents or materials owned, developed or possessed by or for the Company or any of the Subsidiaries or Affiliates of the Company pertaining to the Business or future business of the Company or any of the Subsidiaries or Affiliates of the Company; provided that such information referred to in this Section 5(a) shall not include information that is or has become generally known to the public or the jewelry trade without violation of this Section 5.

(ii)In consideration for the receipt of Units pursuant to this Agreement, the Grantee acknowledges that all developments, including, without limitation, inventions (patentable or otherwise), discoveries, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, data, documentation, writings and applications thereof (collectively, “Works”) relating to the Business or future business of the Company or any of the Subsidiaries or Affiliates of the Company that, alone or jointly with others, the Grantee may create, make, develop or acquire during the term of Grantee’s Service with the Company or any of its Subsidiaries or Affiliates (collectively, the “Developments”) are works made during the course of employment and shall remain the sole and exclusive property of the Company and its Subsidiaries and Affiliates and the Grantee hereby assigns to the Company all of Grantee’s rights, title and interest in and to all such Developments and Grantee shall take any action reasonably necessary to achieve the foregoing result. Notwithstanding any provision of this Agreement to the contrary, “Developments” shall not include any Works that do not relate to the Business or planned business of the Company or any of the Subsidiaries or Affiliates of the Company.

(iii)The Grantee is hereby notified, in accordance with the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), that: (i) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; (ii) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (iii) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order. Notwithstanding anything herein to the contrary, nothing in this Agreement shall: (i) prohibit the Grantee from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation; or (ii) require notification or prior approval by the Company of any reporting described in clause (i).

(iv)The Grantee further understands that this Agreement does not limit the Grantee’s ability to communicate with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This

Agreement also does not limit the Grantee’s right to receive an award for information provided to any Government Agency.

(b) Covenants Not to Solicit and Not to Compete. In consideration for the receipt of the Units pursuant to this Agreement, the Grantee hereby covenants and agrees that Grantee shall not, directly or indirectly, without the prior written consent of the Company:

(i)during Grantee’s Service with the Company or any of its Subsidiaries or Affiliates and for a period of one year commencing upon termination of the Grantee’s Service, solicit, entice, persuade or induce any employee, consultant, agent or independent contractor of the Company or of any of the Subsidiaries or Affiliates of the Company to terminate his or her Service with the Company or such Subsidiary or Affiliate, to become employed by any person, firm or corporation other than the Company or such Subsidiary or Affiliate or approach any such employee, consultant, agent or independent contractor for any of the foregoing purposes; or

(ii) during Grantee’s Service with the Company or any of its Subsidiaries or Affiliates and for a period of one year commencing upon termination of the Grantee’s Service, directly or indirectly own, manage, control, invest or participate in any way in, consult with or render services to or for any person or entity (other than for the Company or any of the Subsidiaries or Affiliates of the Company) which is materially engaged in the Business (“materially” meaning deriving more than 25% of its revenue from the sale of jewelry and watches per year as of the applicable date); provided that the Grantee shall be entitled to own up to 1% of any class of outstanding securities of any company whose common stock is listed on a national securities exchange or included for trading on the NASDAQ Stock Market.

(c) Specific Performance. The Grantee acknowledges that the services to be rendered by the Grantee are of a special, unique and extraordinary character and, in connection with such services, the Grantee will have access to confidential information vital to the Business or future business of the Company and the Subsidiaries and Affiliates of the Company. By reason of this, the Grantee consents and agrees that if the Grantee violates any of the provisions of this Section 5, the Company and the Subsidiaries and Affiliates of the Company would sustain irreparable injury and that monetary damages will not provide adequate remedy to the Company and that the Company shall be entitled to have this Section 5 specifically enforced by any court having equity jurisdiction. Nothing contained herein shall be construed as prohibiting the Company or any of the Subsidiaries or Affiliates of the Company from pursuing any other remedies available to it for such breach or threatened breach, including, without limitation, the recovery of damages from the Grantee without requirements for posting a bond.

(d)Survival. The provisions of this Section 5 shall survive the expiration or termination of this Agreement and the Grantee’s Service, irrespective of the reason for any termination.

SECTION 6.MISCELLANEOUS PROVISIONS.

(a)Securities Laws. The Grantee acknowledges and agrees that any sale or distribution of the Shares issued in settlement of the Units granted pursuant to this Agreement may be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has become effective and is current with regard to the Shares being sold, or (ii) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such

sale or distribution. The Grantee hereby consents to such action as the Committee deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates or book-entries evidencing Shares issued pursuant to the settlement of the Units granted pursuant to this Agreement and delivering stop transfer instructions to the Company’s stock transfer agent.

(b)Additional Restrictions. The issuance or delivery of any stock certificates or book-entries representing Shares issued pursuant to the settlement of the Units granted pursuant to this Agreement may be postponed by the Committee for such period as may be required to comply with any applicable requirements under the federal, national or state securities laws, any applicable listing requirements of any national securities exchange or national securities association, and any applicable requirements under any other law, rule or regulation applicable to the issuance or delivery of such Shares, and the Company shall not be obligated to deliver any such Shares to the Grantee if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority, any national securities exchange or national securities association. All payments or delivery of Shares under this Agreement shall be subject to the written policies of the Board, including any policy relating to the claw back of compensation and the Code for Securities Transactions, as they exist from time to time.

(c)Grantee Undertaking. The Grantee agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on either the Grantee or upon the Units or the Shares issued pursuant to the settlement of the Units granted pursuant to the provisions of this Agreement.

(d)Rights as a Shareholder. Neither the Grantee nor the Grantee’s representative shall have any rights as a shareholder with respect to Units until the Grantee or the Grantee’s representative receives the Shares, if any, issued upon settlement of the Units.

(e)Tenure. Nothing in the Agreement or Plan shall confer upon the Grantee any right to continue in Service with the Signet Group for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or the Signet Group) or of the Grantee, which rights are hereby expressly reserved by each, to terminate his or her Service with the Signet Group at any time and for any reason, with or without Cause.

(f)Notification. Except as permitted by Section 6(m) hereof, any notification required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon receipt following deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. A notice shall be addressed to the Company (attention: Corporate Secretary) at its principal executive office and to the Grantee at the address that he or she most recently provided in writing to the Company.

(e)Entire Agreement. Subject to the immediately following sentence, this Agreement, together with the Notice and the Plan (each of which is herein incorporated by reference) and, as applicable, the TPA, constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof, provided that they shall not supersede any other agreement containing restrictive covenants to which the Grantee is party. In the event that the terms of this Agreement and the Plan are in conflict, the terms of the Plan shall govern.

(f) Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

(g)Successors and Assigns; No Transfer. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Grantee, the Grantee’s assigns and the legal representatives, heirs and legatees of the Grantee’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof. The Units shall not be transferable or assignable by the Grantee except in the event of his or her death (subject to the applicable laws of descent and distribution) and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

(h)Adjustment of Award. Any adjustments to the Units issued pursuant to this Agreement (or the Shares underlying such Units) shall be made in accordance with the terms of the Plan.

(i)Governing Law. This Agreement shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Agreement to the substantive law of another jurisdiction.

(j)Compliance with Section 409A. The Company intends that the Units be structured in compliance with, or to satisfy an exemption from, Section 409A, such that there are no adverse tax consequences, interest, or penalties as a result of the payments. Notwithstanding the Company’s intention, in the event the Units are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 12.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under the Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six-month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of the Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”

(k) Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to any awards granted under the Plan by electronic means or to request the Grantee’s consent to participate in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

8

Document

Exhibit 10.4

TRANSITION AND SEPARATION AGREEMENT

Made and entered on this 20th day of October, 2024 (the “Effective Date”)

By and between

R2Net Israel Ltd., Registration No. 51-395749-8

of 10 Hasadnaot Street, Herzeliya, Israel

(hereinafter: the “Company”)    on the first part;

and

Oded Edelman, I.D. No. [XXXX]

of [XXXX]

(hereinafter: the “Executive”, and together with the Company, “Parties”)    on the second part;

Whereas    The Executive is employed by the Company as an executive, according to that certain Personal Employment Agreement entered into between the parties effective as of February 5, 2018, as amended by that First Amendment to Personal Employment Agreement, dated March 15, 2022 (as updated from time to time, the “Employment Agreement”);

Whereas    Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement;

Whereas    The Executive and the Company mutually agreed to terminate the Executive’s employment, effective following the end of a transitional period commencing as of the Effective Date and ending on the Termination Date (as defined below) (the “Transition Period”), during which time the Executive will continue to be employed by the Company pursuant to the terms of this Transition and Separation Agreement (this “Agreement”);

Whereas    The Parties agreed that, subject to the terms set forth hereinbelow, the Executive shall be entitled to the special Transition Payments (as defined below) as recognition and subject to his undertakings under this Agreement;

Whereas    The Parties agreed that following the end of the Transition Period the employment relationship between the Parties shall terminate and the Executive waived his right to a hearing;

Whereas    the Parties wish to set forth in writing their mutual agreements and undertakings, in accordance with the terms and conditions set forth hereinbelow; and

Now, therefore, the Parties hereby represent, warrant, undertake and agree, as follows:

1.    Effective Termination of Employment

1.1    The Executive’s employment with the Company shall terminate effective February 1, 2025 (the “Fiscal 2025 End Date”), unless terminated sooner by the Company in accordance with the provisions of Section 1.4 hereinbelow (the effective date of such termination, the “Termination Date”).

1.2    During the Transition Period, the Executive shall continue working on a regular basis and shall perform all such duties and tasks as delegated to him from time to time by the Company in order to allow for a smooth and comprehensive handover of his position.

1.3    During the Transition Period, the Executive will:

(a)    continue to receive the same Salary currently in effect as of the Effective Date and such Salary shall not be reduced unless there is a comparable reduction in the base salaries of other named executive officers of Signet Jewelers Ltd. (the “Purchaser Parent”) and a written agreement relating to such reduction will be signed between the Parties;

(b)    continue to receive from the Company the benefits set forth in Section 8 (Pension Arrangement), Section 9 (Advanced Study Fund), Section 11 (Vacation), Section 12 (Sick Pay and Recreation Pay) and Section 13 (Indemnification, Reimbursement and Travel Expenses) of the Employment Agreement;

(c)    remain eligible for all other fringe employee benefit plans, as in effect from time to time, on the same basis as those benefits are generally made available to employees of the Company;

(d)    remain subject to the Purchaser Parent’s Stock Ownership Guidelines through the Termination Date;

(e)    remain subject to all policies of the Company and all clawback and other policies of the Purchaser Parent, in each case in effect from time to time, including with respect to any compensation or Additional Vesting Benefits received in connection with this Agreement; and

(f)    not receive any new awards under the STIP or LTIP.

1.4    At any time, the Company may deliver a written notice to Executive specifying an earlier Termination Date as may be determined by the Company in its discretion, provided that the Termination Date shall be no earlier than December 1, 2024. Subject to Section 3.2, if the Company terminates the employment of the Executive prior to the Fiscal 2025 End Date pursuant to this Section 1.4, the Executive will be entitled to receive all remaining, unpaid Salary payments he would have been entitled to receive through the Fiscal 2025 End Date (the “Remaining Salary Payments”). It is hereby clarified that the Transition Period includes any and all prior notice due to the Executive by the Company according to any applicable law and the Executive waives any additional notice regardless of the provisions of the Employment Agreement.

1.5    No later than the Termination Date, the Executive shall transfer all information and documents held and/or prepared by him in the framework of his employment with the Company or that were in his possession or under his control, and all information, data and documents relating to Company projects in which he was involved or otherwise relating to the business of Purchaser Parent or its subsidiaries, to whomever the Company instructs him, in accordance with the instructions and procedures set by the Company and in an organized and appropriate manner.

2.    Final Separation Compensation

2.1    In connection with termination of the employment relationship between the Parties, the Executive shall receive from the Company, the following payments, benefits and letters:

(a)    Severance payments (פיטורים פיצויי), by way of issuing irrevocable instructions to each of the Pension Funds and/or Insurance Policies listed in Annex A (the “Social Benefit Funds”) to transfer and release to the Executive all the rights accumulated therein on account of severance payments contributions of the Company and waiver of any rights of the Company with respect thereto.

(b)    Release and waiver of any rights of the Company with respect to all the funds accumulated in any of the Social Benefit Funds on account of the pension and life insurance contributions of the Company and the Executive, by way of issuing an irrevocable instruction to Social Benefit Funds to transfer and release to the Executive all the rights accumulated therein.

(c)    Release and waiver of any rights of the Company with respect to all the funds accumulated in the Study Fund registered in the Executive’s name, on account of the contributions of the Company and the Executive, by way of issuing an irrevocable instruction to the Study Fund to transfer and release to the Executive all the rights accumulated in said Study Fund.

(d)    Redemption of any unused accumulated vacation days up and until the Termination Date.

(e)    Recreation payments which the Executive shall be entitled to up and until the Termination Date.

2.2    No later than the Termination Date, the Company will provide the Executive a letter confirming his period of employment with the Company.

2.3    All amounts and releases stated above are gross amounts, and the payments thereof shall be made following any legally required tax withholdings by the Company, if any.

3.    The Additional Vesting Benefits

3.1    Subject to Section 3.2 and contingent upon the Executive’s continued employment and full cooperation up and until the Termination Date in accordance with the terms of this Agreement, and the Executive’s execution of this Agreement and as a special consideration for Executive’s post-employment undertakings, as set forth in the Employment Agreement and in Section 5 below, the Executive shall be entitled to the following additional vesting benefits upon termination (collectively, the “Additional Vesting Benefits”):

(a)    STIP Bonus. The Executive shall be entitled to the full portion of the STIP Bonus (if any) for which the Executive would have been eligible to receive had the Executive remained employed with the Company

through the Fiscal 2025 End Date, based on actual performance, payable in a lump sum during the STIP Payment Period. If the Executive’s employment terminates during the Transition Period due to the death or Disability of the Executive, the Executive (or his estate or beneficiaries, as the case may be) shall be entitled to receive the same STIP Bonus described in this Section 3.1(a).

(b)    LTIP Awards. For each outstanding award held by Executive that remains subject to vesting under the LTIP as of the Termination Date:

(i)    with respect to each such performance-based award, the Units (as defined in the applicable award agreement) shall vest as of the Vesting Date (as defined in the applicable award agreement) based on actual achievement of the Performance Goals (as defined in the applicable award agreement) during such Performance Cycle (as defined in the applicable award agreement), and shall be payable in accordance with the LTIP and applicable award agreement; and

(ii)    with respect to each such time-based award, 100% of the then-unvested Units (as defined in the applicable award agreement) shall become fully vested and nonforfeitable and the applicable portion of such vested Units shall be settled within 70 days following each then-remaining Vesting Date (as defined in the applicable award agreement) and otherwise in accordance with the terms of the applicable award agreement and the LTIP;

provided that if a Change of Control occurs on or before the Termination Date, then each such outstanding LTIP award will receive the same treatment as determined by the Committee for similar awards in connection with such Change of Control; provided, further, that if the Executive’s employment terminates during the Transition Period due to the death or Disability of the Executive, then each such outstanding LTIP award shall vest and settle in accordance with the terms applicable to termination due to death or Disability, as applicable, set forth in the applicable award agreement and the LTIP.

3.2    It is hereby clarified that if any of the following events occur, the Executive shall not be entitled to either the Additional Vesting Benefits which have not yet been vested or the Remaining Salary Payments: (i) the Executive’s voluntary resignation from the Company prior to the Termination Date (other than a resignation for Good Reason (as defined in the Employment Agreement));

(ii) the Executive ceases to be in Good Standing (as defined below); or (iii) the termination of the Executive employment by the Company for Cause (as defined in the Employment Agreement), provided that a termination shall be deemed for Cause if, after the Executive’s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause; or (iv) breach of Executive’s undertakings in this Agreement including breach of

Executive’s undertaking in Sections 5 (Post-Employment Undertakings) and 6 (Waiver) below. For purposes of this Agreement, “Good Standing” shall mean that during the Transition Period the Executive is actively employed and has continued to perform Executive’s duties and otherwise support the business of the Purchaser Parent and its subsidiaries, including the Company, in accordance with the terms of this Agreement, in good faith, in a professional manner and in compliance with Company policies as deemed satisfactory by the Committee in its discretion, after, if applicable, the Executive receiving at least 15 days’ prior notice of and an opportunity to cure any initial failure to be in Good Standing.

3.3    The Executive acknowledges and agrees that Executive shall not be entitled to any other payments or benefits except as expressly provided in this Agreement. In the event of a conflict between the terms of this Agreement and the terms of the Employment Agreement, the terms of this Agreement shall control.

4.    Return of Equipment and Proprietary Rights

4.1    The Executive will return to the Company no later than the Termination Date, any and all equipment, devices or any other work material that belong to the Company, or which have come into his possession and/or made by him in connection with his/her employment with the Company.

4.2    By executing this Agreement, the Executive declares that as of the Termination Date, no equipment, devices or any other work material that belong to the Company, or which will have come into his possession and/or made by him in connection with his employment with the Company will remain in his possession after the Termination Date.

5.    Post-Employment Undertakings

5.1    Without derogating from the above and/or from any obligations under applicable law, the Executive reiterates and reaffirms, and undertakes to fully comply with, all undertakings, including those relating to confidentiality, non-competition, non-solicitation and intellectual property rights, as set forth in the Confidentiality, Non-Interference, And Invention Assignment Agreement (the “PIAA Agreement”) between the Parties, the form of which is attached as Exhibit B to the Employment Agreement; provided, however, that in exchange for the special consideration of the Additional Vesting Benefits, the Executive and Company hereby agree to amend and restate Section 5 (Restrictions on Interfering) of the PIAA Agreement as follows:

Restrictions on Interfering. I acknowledge and agree that the covenants contained in this agreement, including without limitation this Section 5, are in addition to, and not in lieu of, any similar restrictions that I may be bound to by virtue of my Employment Agreement or any other agreement with the Company or Company Group to which I am party, including the Support Agreement dated as of the date hereof, and that the election to enforce the covenants contained herein shall not limit any rights to enforce the covenants contained in such other agreement.

(a)    During the period of my employment with the Company (the “Employment Period”) and for a period of twelve (12) months thereafter (the “Non-Compete Period”), I shall not engage, participate, control or be involved, in any manner whatsoever, directly or indirectly, either as an employee, owner, investor, partner, agent, shareholder, director, consultant, advisor, vendor, service provider or otherwise, whether alone or with others, in any business or other activity which is Materially engaged in or reasonably likely to compete with the Company Group’s Business. “Materially” means deriving more than the lesser of (i) $25,000,000 or

(ii) 25% of its revenue from the sale of jewelry and watches per year as of the applicable date.

(b)    Non-Interference. During the Employment Period and the Post- Termination Restricted Period, I shall not, directly or indirectly for my own account or for the account of any other Person, engage in Interfering Activities

(c)    Definitions. For purposes of this agreement:

(i)    “Business” shall mean the operation of a retail jewelry business that sells diamonds, jewelry, watches and/or associated services, including through e- commerce.

(ii)    “Business Relation” shall mean any current or prospective client, customer, licensee, or supplier of the Company Group with whom I have done business

(i) prior to or during the Employment Period or (ii) in connection with or as a result of my relationship with the Company Group. This term excludes those who have done business with the Company or the Company Group only as a result of a prior business relationship with me that existed prior to my employment with the Company.

(iii)    “Interfering Activities” shall mean (A) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Person employed by, or providing consulting services to, the Company Group to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with the Company Group; (B) hiring or participating in the recruitment or hiring (including without limitation through any encouraging, soliciting, or inducing) of any individual who was employed by the Company Group within the six (6) month period prior to the date of such hiring; or (C) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted with the Company Group, or in any way interfering with the relationship between any such Business Relation and the Company Group or approaching any Person for any of the foregoing purposes.

(iv)    “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

(v)    “Post-Termination Restricted Period” shall mean the period commencing on the date of the termination of the Employment Period for any reason and ending on the second anniversary of such date of termination.

(d)    Non-Disparagement. I agree that during the Employment Period, and at all times thereafter, I will not make any disparaging or defamatory comments regarding the Company Group or

their current or former directors, officers, members, partners or employees in any respect or make any comments concerning any aspect of my relationship with the Company Group or any conduct or events which precipitated any termination of my employment from the Company. However, my obligations under this subparagraph (d) shall not apply to disclosures required or protected by applicable law, regulation, or order of a court or Government Agency.

5.2    Except for the amendment set forth in Section 5.1 hereof, the terms of the PIAA Agreement shall remain in full force and effect in accordance with its terms.

5.3    The Executive further agrees and acknowledges that the Additional Vesting Benefits, detailed in Section 3 above, is an additional special compensation paid to the Executive, inter alia, as a special consideration for said post-employment undertakings.

5.4    Without derogating from the generality of the above, the Executive undertakes to maintain the existence of this Agreement and the terms hereof in strict confidence and not to disclose the existence of this Agreement and/or the terms hereof to any third party whatsoever, other than (i) to his first-degree family members, on a need-to-know basis and subject to their undertaking to maintain confidentiality, (ii) as required under applicable law, or (iii) to the extent necessary in connection with any procedure or action under which Executive is seeking to enforce his rights under this Agreement.

5.5    The Executive’s undertakings under this Section 5 are material and fundamental to this Agreement, and are not restricted in time or by place.

6.    Waiver. The Executive hereby irrevocably confirms that, subject to the above and contingent upon the Company’s and Purchaser Parent full compliance with the terms of this Agreement (including without limitation, any payment obligations hereunder):

6.1    The Executive have received all payments, benefits and rights that he is entitled to with respect to and in connection with his employment with the Company and/or the termination thereof, including salary, social contributions, severance pay, vacation, recreation pay, sick pay, prior notice, travel expenses, bonuses, equity and any other payment, right and/or benefit that is or due to him or to which he is entitled with respect to and in connection with his employment with the Company and/or the termination thereof.

6.2    The Executive irrevocably confirms and undertakes that he nor anyone on his behalf has, nor will have, any suits, claims, demands, damages, debts, liabilities, accounts, obligations, costs, expenses, liens, actions and statutory, contractual or other causes of action of any kind or nature, with respect to or in connection with his employment with the Company and/or any affiliated and/or predecessor entities thereof or the termination thereof, whether known or unknown, suspected or unsuspected, disclosed or undisclosed (the “Waived Claims”), against the Company, any affiliated and/or predecessor entities thereof, their respective current and former officers, directors, employees, shareholders, agents, representatives, attorneys, successors, assigns, anyone on their behalf (the “Released Parties”), and hereby irrevocably releases and absolutely and forever waives and discharges any and all of the Released Parties, from such Waived Claims which the Executive now has, owns or holds or at any time heretofore ever had, owned or held or could, shall or may hereafter have, own or hold against any of the Released Parties, based upon or arising out of any matter, cause, fact, thing, act, omission or conduct whatsoever of any kind or nature whatsoever.

6.3    The Executive hereby confirms that the above release is executed by him, of his free will, after he has had the opportunity to examine any and all rights to which he is entitled by law and/or contract, and that he fully understands the meaning of this release, including the waiver of additional suits, claims and demands even if he had and/or will have such suits, claims or demands.

6.4    The above release constitutes, if necessary, a notice of release and settlement with respect to severance payment for the purposes of Section 29 to the Severance Payment Law, 1963. The Executive hereby confirms for the sake of good order, he is not entitled to severance payment with respect to any STIP or LTIP payments made to him according to this Agreement or the Employment Agreement.

6.5    Notwithstanding the above, the waiver and release provided by Executive under this Section 6 shall not apply to any right Executive have or may have arising from: (i) any D&O insurance, (ii) a director/officer indemnification agreement entered into between Executive and the Company and/or any affiliated and/or predecessor entities thereof (including the Purchaser Parent), or (iii) applicable law to the extent such rights cannot be legally waived.

7.    Miscellaneous

7.1    Without further consideration, each of the Parties hereto shall do and perform or cause to be done and performed all such further acts and things, and execute and deliver all such other agreements, certificates and documents, as the other party may reasonably request in order to carry out the intent and purposes of this Agreement, including without limitation: (i) executing any necessary documents or taking any required actions to formally withdraw as a signatory, officer, director, or similar position in any of the Purchaser Parent or any of its subsidiaries or affiliates, as applicable, including with respect to the seat that the Company or its affiliate has the right to nominate on the board of directors of Sasmat Retail, S.L.; provided that if such removals do not occur on or prior to the Termination Date, the Purchaser Parent shall use commercially reasonable efforts to remove the Executive from such positions after the Termination Date; and (ii) assisting in the transfer of any rights or responsibilities held in such capacities as needed to ensure compliance with legal and corporate governance requirements.

7.2    The Executive shall provide full and continued cooperation in good faith and on a reasonable basis with the Purchaser Parent, its subsidiaries and affiliates and its legal counsel, as may be reasonable, necessary or appropriate: (i) to respond truthfully to any inquiries that may arise with respect to matters that the Executive was responsible for or involved with during the Executive’s employment with the Company; (ii) to furnish to the Purchaser Parent, as reasonably requested, from time to time, the Executive’s honest and good faith advice, information, judgment and knowledge with respect to all practices in which the Executive was involved at the Purchaser Parent and its subsidiaries, and their respective employees; (iii) in connection with any defense, prosecution or investigation of any and all actual, threatened, potential or pending court or administrative proceedings or other legal matters in which the Executive may be involved as a party and/or in which the Purchaser Parent determines, in its sole discretion, that the Executive is a relevant witness and/or possesses relevant information; and (iv) in connection with any and all legal matters relating to the Purchaser Parent, its subsidiaries and affiliates, and each of their respective past and present employees, managers, directors, officers, administrators, shareholders, members, agents, and attorneys, in which the Executive may be called as an involuntary witness (by subpoena or other compulsory process) served by any third-party, including, without limitation, providing the Purchaser Parent with written notice of any subpoena or other compulsory process served on the Executive within forty-eight (48) hours of its occurrence. In connection with the matters described in this Section 7.2, the Executive agrees to notify, truthfully communicate and be represented by, and provide reasonable requested information to, the Purchaser Parent’s counsel, to fully cooperate and work in good faith with such counsel with respect to, and in preparation for, any response to a subpoena or other compulsory process served upon the Executive, any depositions, interviews, responses, appearances or other legal matters, and to testify truthfully and honestly with respect to all matters. For the avoidance of doubt, the Purchaser Parent has no obligation to provide the Executive with separate counsel in connection with any such matter. The Company shall reimburse the Executive for reasonable expenses, such as travel, lodging and meal expenses, incurred by the Executive pursuant to this Section 7.2 at the Company’s request, and consistent with the Company’s policies for employee expenses.

The Executive further acknowledges that all documents prepared by or on behalf of the Purchaser Parent or any of its subsidiaries pertaining to the affairs of or any legal matter relating to the Purchaser Parent or any of its subsidiaries, which may be provided to the Executive or to which the Executive may be given access pursuant to this 7.2 in connection with the Executive’s cooperation hereunder with respect to any legal matter relating to the Purchaser Parent or its affiliates, are, and shall remain, the property of the Purchaser Parent at all times. Except as required by applicable law or court order, the Executive shall not disclose any information or materials received in connection with any legal matter relating to the Purchaser Parent or any of its subsidiaries.

All communications by the Purchaser Parent, its subsidiaries and/or affiliates, and its lawyers to the Executive and all communications by the Executive to the Purchaser Parent, its subsidiaries and/or affiliates and its lawyers, in connection with any legal matter relating to the Purchaser Parent, its subsidiaries and/or affiliates, shall, to the fullest extent permitted by law, be privileged and confidential and subject to the work product doctrine. No such communication, information, or work product shall be divulged by the Executive to any person or entity, except at the specific direction of an authorized representative of the Purchaser Parent and its lawyers.

Executive recognizes that the breach of this Section 7.2 will cause serious and irreparable injury to the Company.

7.3    This Agreement is personal and exclusively encompasses everything which has been agreed between the Parties with respect to the subject matters herein and no negotiations, statements, representations, undertakings or agreements made, if at all, in writing or orally, expressly implied between the Parties prior to the signature of this Agreement, shall be of any effect.

7.4    The Executive will bear and pay all taxes and/or other compulsory payments applicable in respect of all the amounts and benefits payable or granted, to him pursuant to this Agreement, in accordance with applicable law.

7.5    No conduct of either of the Parties will be deemed to be a waiver of any of that Party’s rights under this Agreement or at law and/or as a waiver or consent on the part of such Party to any breach or non-performance of any condition, unless the waiver, consent, deferral, variation, cancellation or addition have been made expressly and in writing, and signed by the Parties.

7.6    No modification of this Agreement shall be of any effect nor will it be possible to amend or vary any of the terms thereof unless effected by written document signed by the Parties. For the avoidance of doubt, it is clarified that none of the terms of this Agreement may be altered through conduct, custom or otherwise.

7.7    The addresses of the Parties for the purposes of this Agreement are as set out in the preamble thereto and all notices sent by registered mail by one party to the other according to such address, will be deemed to have been received by the addressee 3 days after being posted in Israel, 1 day after being sent by email and, if delivered personally, at the time of the delivery thereof.

7.8    This Agreement, the validity, interpretation and performance thereof will be governed by the laws of the State of Israel and the competent courts in Tel Aviv shall have the exclusive jurisdiction over any issue arising from this Agreement and all disputes shall be submitted to such court, and no other legal forum shall have any jurisdiction over issues arising from this Agreement.

7.9    This Agreement will come into effect upon its signature by both Parties. This Agreement may be executed electronically and in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement.

[signature page follows]

IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS HERETO AS OF THE DATE FIRST WRITTEN ABOVE:

Executive

Signature: /s/ Oded Edelman

Name:    Oded Edelman

R2Net Israel Ltd.

Signature: /s/ Joan Hilson

Name:    Joan Hilson Title:     Director

[Signature page to Transition and Separation Agreement]

Document

Exhibit 31.1

CERTIFICATION

I, J.K. Symancyk, certify that:

  1. I have reviewed this Quarterly Report on Form 10-Q of Signet Jewelers Limited (the “Report”);

  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 company as of, and for, the periods presented in this Report;

  4. The company’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 company 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 company, 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 company’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 company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

  1. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’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 company’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 company’s internal control over financial reporting.

Date: December 5, 2024

By: /s/ J.K. Symancyk
Name: J.K. Symancyk
Title: Chief Executive Officer <br>(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION

I, Joan M. Hilson, certify that:

  1. I have reviewed this Quarterly Report on Form 10-Q of Signet Jewelers Limited (the “Report”);

  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 company as of, and for, the periods presented in this Report;

  4. The company’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 company 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 company, 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 company’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 company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

  1. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’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 company’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 company’s internal control over financial reporting.

Date: December 5, 2024

By: /s/ Joan M. Hilson
Name: Joan M. Hilson
Title: Chief Financial and Operating Officer<br>(Principal Financial Officer)

Document

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, J.K. Symancyk, as Chief Executive Officer of Signet Jewelers Limited (the “Company”), hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the accompanying Quarterly Report on Form 10-Q for the period ended November 2, 2024, as filed with the US Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 5, 2024

By: /s/ J.K. Symancyk
Name: J.K. Symancyk
Title: Chief Executive Officer<br>(Principal Executive Officer)

Document

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Joan M. Hilson, as Chief Financial and Operating Officer of Signet Jewelers Limited (the “Company”), hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the accompanying Quarterly Report on Form 10-Q for the period ended November 2, 2024, as filed with the US Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 5, 2024

By: /s/ Joan M. Hilson
Name: Joan M. Hilson
Title: Chief Financial and Operating Officer<br>(Principal Financial Officer)

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