SIG 10-Q
Signet Jewelers Ltd (SIG)
10-Q
2025-12-05
For: 2025-11-01
View Original
Added on
April 12, 2026
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 1, 2025 or
| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
for the transition period from to
Commission file number 1-32349
| (Exact name of Registrant as specified in its charter) | ||
| Not Applicable | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(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 | ||||||||||||
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.
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, 40,684,442 shares as of November 28, 2025
SIGNET JEWELERS LIMITED
TABLE OF CONTENTS
| PAGE | ||||||||||||||||||||
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 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | Notes | ||||||||||||||||||||||||
| Merchandise sales | $ | $ | $ | $ | |||||||||||||||||||||||||
| Service sales | |||||||||||||||||||||||||||||
| Total sales | 3 | ||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | |||||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Asset impairments, net | ( | ( | ( | ( | 12 | ||||||||||||||||||||||||
| Other operating expense, net | ( | ( | ( | ( | 17 | ||||||||||||||||||||||||
| Operating income (loss) | ( | 4 | |||||||||||||||||||||||||||
| Interest (expense) income, net | ( | ( | |||||||||||||||||||||||||||
| Other non-operating income, net | |||||||||||||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||||||||
| Income taxes | ( | ( | ( | ( | 9 | ||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Dividends on redeemable convertible preferred shares | ( | ( | 5, 6 | ||||||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Earnings (loss) per common share: | |||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ( | 7 | |||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ( | 7 | |||||||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||||||||
| Basic | 7 | ||||||||||||||||||||||||||||
| Diluted | 7 | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
SIGNET JEWELERS LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| 13 weeks ended | ||||||||||||||||||||||||||||||||||||||||||||
| November 1, 2025 | November 2, 2024 | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Pre-tax amount | Tax (expense) benefit | After-tax amount | Pre-tax amount | Tax (expense) benefit | After-tax amount | ||||||||||||||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
Available-for-sale securities: | ||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain | ||||||||||||||||||||||||||||||||||||||||||||
Cash flow hedges: | ||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustment for losses to earnings | ||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Total comprehensive income | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| 39 weeks ended | ||||||||||||||||||||||||||||||||||||||||||||
| November 1, 2025 | November 2, 2024 | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Pre-tax amount | Tax (expense) benefit | After-tax amount | Pre-tax amount | Tax (expense) benefit | After-tax amount | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
Available-for-sale securities: | ||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain | ||||||||||||||||||||||||||||||||||||||||||||
Cash flow hedges: | ||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Reclassification adjustment for losses (gains) to earnings | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Total comprehensive income (loss) | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SIGNET JEWELERS LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (in millions, except par value per share amounts) | November 1, 2025 | February 1, 2025 | November 2, 2024 | Notes | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||||||||
| Inventories | 10 | ||||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Other current assets | |||||||||||||||||||||||
| Total current assets | |||||||||||||||||||||||
| Non-current assets: | |||||||||||||||||||||||
Property, plant and equipment, net of accumulated depreciation and amortization of $ | |||||||||||||||||||||||
| Operating lease right-of-use assets | 11 | ||||||||||||||||||||||
| Goodwill | 12 | ||||||||||||||||||||||
| Intangible assets, net | 12 | ||||||||||||||||||||||
| Other assets | |||||||||||||||||||||||
| Deferred tax assets | |||||||||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||||||||
| Liabilities and Shareholders’ equity | |||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||
| Accounts payable | $ | $ | $ | ||||||||||||||||||||
| Accrued expenses and other current liabilities | |||||||||||||||||||||||
| Deferred revenue | 3 | ||||||||||||||||||||||
| Operating lease liabilities | 11 | ||||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Total current liabilities | |||||||||||||||||||||||
| Non-current liabilities: | |||||||||||||||||||||||
| Long-term debt | 15 | ||||||||||||||||||||||
Operating lease liabilities | 11 | ||||||||||||||||||||||
Other liabilities | |||||||||||||||||||||||
| Deferred revenue | 3 | ||||||||||||||||||||||
| Deferred tax liabilities | |||||||||||||||||||||||
| Total liabilities | |||||||||||||||||||||||
| Commitments and contingencies | 20 | ||||||||||||||||||||||
| Shareholders’ equity: | |||||||||||||||||||||||
Common shares of $ | |||||||||||||||||||||||
| Additional paid-in capital | |||||||||||||||||||||||
| Other reserves | |||||||||||||||||||||||
Treasury shares at cost: | ( | ( | ( | ||||||||||||||||||||
| Retained earnings | |||||||||||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ( | 8 | |||||||||||||||||||
| Total shareholders’ equity | |||||||||||||||||||||||
| Total liabilities and shareholders’ equity | $ | $ | $ | ||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SIGNET JEWELERS LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 39 weeks ended | ||||||||||||||
| (in millions) | November 1, 2025 | November 2, 2024 | ||||||||||||
| Operating activities | ||||||||||||||
| Net income (loss) | $ | $ | ( | |||||||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Amortization of unfavorable contracts | ( | ( | ||||||||||||
| Share-based compensation | ||||||||||||||
| Deferred taxation | ( | ( | ||||||||||||
| Asset impairments, net | ||||||||||||||
| Other non-cash movements | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Inventories | ( | ( | ||||||||||||
| Other assets | ||||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Accrued expenses and other liabilities | ( | ( | ||||||||||||
| Change in operating lease assets and liabilities | ( | ( | ||||||||||||
| Deferred revenue | ( | ( | ||||||||||||
| Income tax receivable and payable | ( | ( | ||||||||||||
| Net cash used in operating activities | ( | ( | ||||||||||||
| Investing activities | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Other investing activities, net | ( | ( | ||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Financing activities | ||||||||||||||
| Dividends paid on common shares | ( | ( | ||||||||||||
| Dividends paid on redeemable convertible preferred shares | ( | |||||||||||||
| Repurchase of common shares | ( | ( | ||||||||||||
| Repurchase of redeemable convertible preferred shares | ( | |||||||||||||
| Repayment of Senior Notes | ( | |||||||||||||
| Proceeds from asset-based credit facility | ||||||||||||||
| Payment of debt issuance costs | ( | |||||||||||||
| Other financing activities, net | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||
| Decrease in cash and cash equivalents | ( | ( | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
SIGNET JEWELERS LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
| (in millions) | Common shares at par value | Additional paid-in capital | Other reserves | Treasury shares | Retained earnings | Accumulated other comprehensive loss | Total shareholders’ equity | ||||||||||||||||||||||||||||||||||
| Balance at February 1, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Common share dividends declared, $ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Net settlement of equity-based awards | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at May 3, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Common share dividends declared, $ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Net settlement of equity-based awards | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at August 2, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Common share dividends declared, $ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Net settlement of equity-based awards | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at November 1, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| (in millions) | Common shares at par value | Additional paid-in capital | Other reserves | Treasury shares | Retained earnings | Accumulated other comprehensive loss | Total shareholders’ equity | ||||||||||||||||||||||||||||||||||
| Balance at February 3, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Dividends declared: | |||||||||||||||||||||||||||||||||||||||||
Common shares, $ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Preferred shares, $ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Redemption of preferred shares | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Net settlement of equity-based awards | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at May 4, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Dividends declared: | |||||||||||||||||||||||||||||||||||||||||
Common shares, $ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Preferred shares, $ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Redemption of preferred shares | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Net settlement of equity-based awards | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at August 3, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Dividends declared: | |||||||||||||||||||||||||||||||||||||||||
Common shares, $ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Preferred shares, $ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Redemption of preferred shares | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Net settlement of equity based awards | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at November 2, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
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 a jewelry retailer operating 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 and cash flows.
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 1, 2025 filed with the SEC on March 19, 2025.
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 2026 and Fiscal 2025 refer to the 52-week periods ending January 31, 2026 and ended February 1, 2025, respectively. Within these condensed consolidated financial statements, the third quarter and year-to-date period of the fiscal years 2026 and 2025 refer to the 13 and 39 weeks ended November 1, 2025 and November 2, 2024, 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 reported periods. 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.
2. 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 2026 that have a material impact on the Company’s consolidated financial position or results of operations.
8
New accounting pronouncements issued but not yet adopted
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 by nature and 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 annual reporting periods 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.
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 annual reporting periods beginning after December 15, 2026, and interim reporting periods 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.
Internal-Use Software (Topic 350-40) (“ASU 2025-06”)
In September 2025, the FASB issued ASU 2025-06. This ASU requires entities to start capitalizing software costs once management has authorized and committed to funding the software project, it is probable the project will be completed and the software will be used to perform the function intended. This ASU removes the prescriptive software development stages referenced in prior guidance. The amendments in this ASU specify the disclosures for internal-use software costs follow the same disclosure requirements as property, plant, and equipment, regardless of how these costs are presented in the consolidated financial statements.
The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods, with early adoption permitted, and may be applied on a prospective or retrospective basis. The Company is evaluating the impact of this ASU on its consolidated financial statements.
9
3. Revenue recognition
The following table provides the Company’s total sales, disaggregated by brand, for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024:
| 13 weeks ended November 1, 2025 | 13 weeks ended November 2, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | North America | International | Other | Consolidated | North America | International | Other | Consolidated | |||||||||||||||||||||||||||||||||||||||
| Sales by brand: | |||||||||||||||||||||||||||||||||||||||||||||||
Kay | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Zales | |||||||||||||||||||||||||||||||||||||||||||||||
Jared | |||||||||||||||||||||||||||||||||||||||||||||||
| Blue Nile | |||||||||||||||||||||||||||||||||||||||||||||||
| James Allen | |||||||||||||||||||||||||||||||||||||||||||||||
| Diamonds Direct | |||||||||||||||||||||||||||||||||||||||||||||||
Banter by Piercing Pagoda | |||||||||||||||||||||||||||||||||||||||||||||||
Peoples | |||||||||||||||||||||||||||||||||||||||||||||||
| International segment brands | |||||||||||||||||||||||||||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||||||||||||||||||||||||||
Total sales | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
39 weeks ended November 1, 2025 | 39 weeks ended November 2, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | North America | International | Other | Consolidated | North America | International | Other | Consolidated | |||||||||||||||||||||||||||||||||||||||
| Sales by brands: | |||||||||||||||||||||||||||||||||||||||||||||||
Kay | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Zales | |||||||||||||||||||||||||||||||||||||||||||||||
Jared | |||||||||||||||||||||||||||||||||||||||||||||||
| Blue Nile | |||||||||||||||||||||||||||||||||||||||||||||||
| James Allen | |||||||||||||||||||||||||||||||||||||||||||||||
| Diamonds Direct | |||||||||||||||||||||||||||||||||||||||||||||||
Banter by Piercing Pagoda | |||||||||||||||||||||||||||||||||||||||||||||||
Peoples | |||||||||||||||||||||||||||||||||||||||||||||||
| International segment brands | |||||||||||||||||||||||||||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||||||||||||||||||||||||||
Total sales | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
(1) Other primarily includes sales from the Company’s diamond sourcing operation, loose diamonds and Rocksbox.
10
The following table provides the Company’s total sales, disaggregated by major product, for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024:
| 13 weeks ended November 1, 2025 | 13 weeks ended November 2, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | North America | International | Other | Consolidated | North America (3) | International | Other | Consolidated | |||||||||||||||||||||||||||||||||||||||
Sales by product: | |||||||||||||||||||||||||||||||||||||||||||||||
Bridal | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Fashion | |||||||||||||||||||||||||||||||||||||||||||||||
Watches | |||||||||||||||||||||||||||||||||||||||||||||||
Services (1) | |||||||||||||||||||||||||||||||||||||||||||||||
Other (2) | |||||||||||||||||||||||||||||||||||||||||||||||
Total sales | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
39 weeks ended November 1, 2025 | 39 weeks ended November 2, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | North America | International | Other | Consolidated | North America (3) | International | Other | Consolidated | |||||||||||||||||||||||||||||||||||||||
Sales by product: | |||||||||||||||||||||||||||||||||||||||||||||||
Bridal | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Fashion | |||||||||||||||||||||||||||||||||||||||||||||||
Watches | |||||||||||||||||||||||||||||||||||||||||||||||
Services (1) | |||||||||||||||||||||||||||||||||||||||||||||||
Other (2) | |||||||||||||||||||||||||||||||||||||||||||||||
Total sales | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
(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 sales.
(3) Certain amounts have been reclassified between bridal and fashion to conform to the Company’s current product categorizations.
The following table provides the Company’s total sales, disaggregated by channel, for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024:
| 13 weeks ended November 1, 2025 | 13 weeks ended November 2, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | North America | International | Other | Consolidated | North America | International | Other | Consolidated | |||||||||||||||||||||||||||||||||||||||
Sales by channel: | |||||||||||||||||||||||||||||||||||||||||||||||
Store | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| E-commerce | |||||||||||||||||||||||||||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||||||||||||||||||||||||||
Total sales | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
39 weeks ended November 1, 2025 | 39 weeks ended November 2, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | North America | International | Other | Consolidated | North America | International | Other | Consolidated | |||||||||||||||||||||||||||||||||||||||
Sales by channel: | |||||||||||||||||||||||||||||||||||||||||||||||
Store | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| E-commerce | |||||||||||||||||||||||||||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||||||||||||||||||||||||||
Total sales | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
(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 historical patterns of actual claims costs, as well as estimates of future claims costs expected to be incurred. Management regularly 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 ESP could result in a material change to revenues.
11
Deferred ESP selling costs
All direct costs associated with the sale of the ESP are 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. 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 $11.0 million and $33.8 million during the 13 and 39 weeks ended November 1, 2025, respectively, and $10.6 million and $32.7 million during the 13 and 39 weeks ended November 2, 2024, respectively.
Unamortized deferred ESP selling costs as of November 1, 2025, February 1, 2025 and November 2, 2024 were as follows:
| (in millions) | November 1, 2025 | February 1, 2025 | November 2, 2024 | ||||||||||||||
| Other current assets | $ | $ | $ | ||||||||||||||
| Other assets | |||||||||||||||||
| Total deferred ESP selling costs | $ | $ | $ | ||||||||||||||
Deferred revenue
Deferred revenue as of November 1, 2025, February 1, 2025 and November 2, 2024 was as follows:
| (in millions) | November 1, 2025 | February 1, 2025 | November 2, 2024 | ||||||||||||||
| ESP deferred revenue | $ | $ | $ | ||||||||||||||
Other deferred revenue (1) | |||||||||||||||||
Total deferred revenue | $ | $ | $ | ||||||||||||||
| Disclosed as: | |||||||||||||||||
| Current liabilities | $ | $ | $ | ||||||||||||||
| Non-current liabilities | |||||||||||||||||
| Total deferred revenue | $ | $ | $ | ||||||||||||||
(1) Other deferred revenue primarily includes revenue collected from customers for custom orders and e-commerce orders, for which control has not yet transferred to the customer.
| 13 weeks ended | 39 weeks ended | ||||||||||||||||||||||
| (in millions) | November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||||||||||||
| ESP deferred revenue, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
Plans sold (1) | |||||||||||||||||||||||
Revenue recognized (2) | ( | ( | ( | ( | |||||||||||||||||||
| ESP deferred revenue, end of period | $ | $ | $ | $ | |||||||||||||||||||
(1) Includes impact of foreign exchange translation.
(2) The Company recognized sales of $69.9 million and $235.0 million during the 13 and 39 weeks ended November 1, 2025, respectively, and $67.6 million and $227.8 million during the 13 and 39 weeks ended November 2, 2024, respectively, related to deferred revenue that existed at the beginning of the periods.
4. Segment information
Signet’s chief executive officer (“CEO”) is the Company’s chief operating decision maker (“CODM”). The CODM regularly reviews segment sales and segment operating income, after the elimination of any inter-segment transactions, to determine resource allocations between segments. Signet’s sales are primarily derived from the retailing of jewelry, watches, services and other products as generated through the management of its segments. Segment operating income, which excludes the impact of certain items management believes are not necessarily reflective of normal operating performance, is utilized by the CODM to assess segment profitability. Segment operating income is also used by the CODM to monitor and assess segment results compared to prior periods, forecasted results, and Signet’s annual operating plan.
The Company aggregates operating segments with similar economic and operating characteristics. Signet manages its business as three reportable segments: North America, International, and Other. 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 brands, 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 shopping malls and off-mall locations (i.e. high street) principally under the H.Samuel and Ernest Jones brands.
12
The Other reportable segment primarily consists of subsidiaries involved in the purchasing and conversion of rough diamonds to polished stones.
Financial information for each of Signet’s reportable segments for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024 is presented in the tables below.
| 13 weeks ended November 1, 2025 | |||||||||||||||||||||||||||||
| (in millions) | North America | International | Other | Corporate and Unallocated | Consolidated | ||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||
| Merchandise expense | ( | ( | ( | ||||||||||||||||||||||||||
| Services expense | ( | ( | |||||||||||||||||||||||||||
| Other cost of sales | ( | ( | ( | ||||||||||||||||||||||||||
| SG&A | ( | ( | ( | ||||||||||||||||||||||||||
| Other segment operating (expense) income, net | ( | ( | |||||||||||||||||||||||||||
| Total segment operating income (loss) | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
Asset impairments (1) | ( | ||||||||||||||||||||||||||||
Restructuring and related charges (2) | ( | ||||||||||||||||||||||||||||
Loss on divestitures (3) | ( | ||||||||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||||||||
| Other non-operating income, net | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
39 weeks ended November 1, 2025 | |||||||||||||||||||||||||||||
| (in millions) | North America | International | Other | Corporate and Unallocated | Consolidated | ||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||
| Merchandise expense | ( | ( | ( | ||||||||||||||||||||||||||
| Services expense | ( | ( | |||||||||||||||||||||||||||
| Other cost of sales | ( | ( | ( | ||||||||||||||||||||||||||
| SG&A | ( | ( | ( | ||||||||||||||||||||||||||
| Other segment operating expense, net | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total segment operating income (loss) | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||
Asset impairments (1) | ( | ||||||||||||||||||||||||||||
Restructuring and related charges (2) | ( | ||||||||||||||||||||||||||||
Loss on divestitures (3) | ( | ||||||||||||||||||||||||||||
| Interest income, net | |||||||||||||||||||||||||||||
| Other non-operating income, net | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
13
| 13 weeks ended November 2, 2024 | |||||||||||||||||||||||||||||
| (in millions) | North America | International | Other | Corporate and Unallocated | Consolidated | ||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||
| Merchandise expense | ( | ( | ( | ||||||||||||||||||||||||||
| Services expense | ( | ( | |||||||||||||||||||||||||||
| Other cost of sales | ( | ( | ( | ||||||||||||||||||||||||||
| SG&A | ( | ( | ( | ||||||||||||||||||||||||||
| Other segment operating expense, net | ( | ( | ( | ||||||||||||||||||||||||||
| Total segment operating income (loss) | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||
Asset impairments (1) | ( | ||||||||||||||||||||||||||||
Restructuring and related charges (2) | ( | ||||||||||||||||||||||||||||
Leadership transition costs (4) | ( | ||||||||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||||||||
| Other non-operating income, net | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
39 weeks ended November 2, 2024 | |||||||||||||||||||||||||||||
| (in millions) | North America | International | Other | Corporate and Unallocated | Consolidated | ||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||
| Merchandise expense | ( | ( | ( | ||||||||||||||||||||||||||
| Services expense | ( | ( | |||||||||||||||||||||||||||
| Other cost of sales | ( | ( | ( | ||||||||||||||||||||||||||
| SG&A | ( | ( | ( | ||||||||||||||||||||||||||
| Other segment operating (expense) income, net | ( | ( | ( | ||||||||||||||||||||||||||
| Total segment operating income (loss) | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||
Asset impairments (1) | ( | ||||||||||||||||||||||||||||
Restructuring and related charges (2) | ( | ||||||||||||||||||||||||||||
Loss on divestitures, net (3) | ( | ||||||||||||||||||||||||||||
Integration-related expenses (5) | ( | ||||||||||||||||||||||||||||
Leadership transition costs (4) | ( | ||||||||||||||||||||||||||||
| Interest income, net | |||||||||||||||||||||||||||||
| Other non-operating income, net | |||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | |||||||||||||||||||||||||||
(1) Asset impairment charges during the 13 and 39 weeks ended November 1, 2025 and November 2, 2024 were primarily related to goodwill and indefinite-lived intangibles assets.
See Note 12 for additional information.
(2) Restructuring and related charges during the 13 and 39 weeks ended November 1, 2025 were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Restructuring and related charges during the 13 and 39 weeks ended November 2, 2024 were incurred primarily as a result of the Company’s rationalization of its store footprint and reorganization of certain centralized functions.
See Note 18 for additional information.
(3) Includes charges associated with the previously announced divestiture of the UK prestige watch business.
(4) Primarily includes professional fees incurred for the search for the Company’s CEO.
(5) Includes severance and retention expenses related to the integration of Blue Nile.
14
The following tables provide the Company’s total depreciation and amortization and total capital expenditures, by reportable segment, for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024:
| 13 weeks ended | 39 weeks ended | ||||||||||||||||||||||
| (in millions) | November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||||||||||||
Depreciation and amortization: | |||||||||||||||||||||||
North America segment | $ | $ | $ | $ | |||||||||||||||||||
International segment | |||||||||||||||||||||||
Other segment | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||
North America segment | $ | $ | $ | $ | |||||||||||||||||||
International segment | |||||||||||||||||||||||
Other segment | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
The following tables provide the Company’s total assets and total long-lived assets, by reportable segment, as of November 1, 2025, February 1, 2025 and November 2, 2024:
| (in millions) | November 1, 2025 | February 1, 2025 | November 2, 2024 | ||||||||||||||
| Total assets: | |||||||||||||||||
| North America segment | $ | $ | $ | ||||||||||||||
| International segment | |||||||||||||||||
| Other segment | |||||||||||||||||
| Corporate and unallocated | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
Total long-lived assets (1): | |||||||||||||||||
| North America segment | $ | $ | $ | ||||||||||||||
| International segment | |||||||||||||||||
| Other segment | |||||||||||||||||
| Total long-lived assets | $ | $ | $ | ||||||||||||||
(1) Includes property, plant and equipment, net; goodwill; and intangible assets, net.
5. Redeemable preferred shares
On October 5, 2016, the Company issued 625,000 redeemable Series A Convertible Preference Shares (the “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)
15
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) 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.
During the second and third quarters of Fiscal 2025, the Preferred Holders elected to convert the additional 312,500 Preferred Shares, with the final conversion occurring on October 8, 2024. Upon notice of conversions, the Company elected to settle each of the full conversion amounts in cash totaling $401.5 million. The excess of the aggregate settlement amounts over the stated value of the converted Preferred Shares was $71.8 million 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.
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 possible known redemption date in November 2024. Upon final conversion, all direct and incremental expenses have been fully accreted.
Accretion of $0.2 million and $1.3 million was recorded to Preferred Shares in the condensed consolidated balance sheets during the 13 and 39 weeks ended November 2, 2024.
6. Shareholders’ equity
Dividends on common shares
Dividends declared on the common shares during the 39 weeks ended November 1, 2025 and November 2, 2024 were as follows:
| Fiscal 2026 | Fiscal 2025 | ||||||||||||||||||||||
| (in millions, except per share amounts) | Dividends per share | Total dividends | Dividends per share | Total dividends | |||||||||||||||||||
| First quarter | $ | $ | $ | $ | |||||||||||||||||||
| Second quarter | |||||||||||||||||||||||
Third quarter (1) | |||||||||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||||||||
(1) Signet’s dividend policy results in the dividend payment date being a quarter in arrears from the declaration date. As of November 1, 2025 and November 2, 2024, there was $13.2 million and $12.6 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 2026 and Fiscal 2025, respectively.
Dividends on Preferred Shares
Dividends declared on the Preferred Shares during the 39 weeks ended November 2, 2024 were as follows:
| Fiscal 2025 | |||||||||||
| (in millions, except per share amounts) | Dividends per share | Total dividends (1) | |||||||||
| First quarter | $ | $ | |||||||||
| Second quarter | |||||||||||
| Third quarter | |||||||||||
Total | $ | $ | |||||||||
(1) Dividends on the Preferred Shares during the first and third quarter of Fiscal 2025 included $2.1 million and $1.3 million, respectively, of accrued dividends paid in connection with the redemptions further described in Note 5.
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 10b5-1 trading plans, 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”). During Fiscal 2025, the Board authorized an increase in the remaining amount of shares authorized for repurchase under the 2017 Program by $200.0 million, bringing the total authorization to approximately $2.1 billion, with $723.0 million remaining as of February 1, 2025.
16
Since inception of the 2017 Program, the Company has repurchased approximately $1.6 billion of shares, with $544.9 million of shares authorized for repurchase remaining as of November 1, 2025.
The share repurchase activity during the 39 weeks ended November 1, 2025 and November 2, 2024 was as follows:
39 weeks ended November 1, 2025 | 39 weeks ended November 2, 2024 | ||||||||||||||||||||||||||||||||||
| (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) Includes amounts paid for commissions.
7. Earnings (loss) per common share ( “EPS”)
Basic EPS is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. The computation of basic EPS for the periods presented is outlined in the table below:
| 13 weeks ended | 39 weeks ended | ||||||||||||||||||||||
| (in millions, except per share amounts) | November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | $ | $ | $ | ( | ||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
Weighted average common shares outstanding | |||||||||||||||||||||||
EPS – basic | $ | $ | $ | $ | ( | ||||||||||||||||||
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.
The computation of diluted EPS for the periods presented is outlined in the table below:
| 13 weeks ended | 39 weeks ended | ||||||||||||||||||||||
| (in millions, except per share amounts) | November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | $ | $ | $ | ( | ||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
Basic weighted average common shares outstanding | |||||||||||||||||||||||
Plus: Dilutive effect of share awards | |||||||||||||||||||||||
Plus: Dilutive effect of Preferred Shares | |||||||||||||||||||||||
Diluted weighted average common shares outstanding | |||||||||||||||||||||||
EPS – diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
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 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||||||||||||
| Share awards | |||||||||||||||||||||||
| Potential impact of Preferred Shares | |||||||||||||||||||||||
Total antidilutive shares | |||||||||||||||||||||||
17
8. 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 currency translation | Losses on available-for-sale securities, net | Gains (losses) on cash flow hedges | Accumulated other comprehensive loss | |||||||||||||||||||
| Balance at February 1, 2025 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Other comprehensive income (loss) (“OCI”) before reclassifications | |||||||||||||||||||||||
Amounts reclassified from AOCI to earnings | |||||||||||||||||||||||
Net current period OCI | |||||||||||||||||||||||
| Balance at November 1, 2025 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
The amounts reclassified from AOCI to earnings were as follows:
| Amounts reclassified from AOCI | ||||||||||||||||||||||||||||||||
| 13 weeks ended | 39 weeks ended | |||||||||||||||||||||||||||||||
| (in millions) | November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | Statement of operations caption | |||||||||||||||||||||||||||
| Losses (gains) on cash flow hedges: | ||||||||||||||||||||||||||||||||
Foreign currency contracts | $ | $ | $ | $ | ( | Cost of sales (see Note 13) | ||||||||||||||||||||||||||
Commodity contracts | ( | ( | Cost of sales (see Note 13) | |||||||||||||||||||||||||||||
Total before income tax | ( | |||||||||||||||||||||||||||||||
Income taxes | ||||||||||||||||||||||||||||||||
Net of tax | ( | |||||||||||||||||||||||||||||||
Total reclassifications, net of tax | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||
9. Income taxes
| 39 weeks ended | |||||||||||
| November 1, 2025 | November 2, 2024 | ||||||||||
| Estimated annual effective tax rate before discrete items | % | % | |||||||||
Discrete items recognized | % | ( | % | ||||||||
Effective tax rate recognized in statements of operations | % | ( | % | ||||||||
Signet was not subject to income tax in Bermuda prior to Fiscal 2026. On December 27, 2023, Bermuda enacted a 15 % corporate income tax that is effective for the Company beginning with Fiscal 2026.
On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted in the US. The Act includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of tax treatment for certain business provisions. There was no material impact from the Act upon enactment during the second quarter of Fiscal 2026, nor does the Company expect any material impact on its Fiscal 2026 effective tax rate, consolidated financial condition or results of operations.
During the 39 weeks ended November 1, 2025, the Company’s effective tax rate was higher than the Bermuda corporate income tax rate, primarily as a result of the unfavorable impact of foreign rate differences (primarily in the US) and unfavorable discrete tax items recognized in the 39 weeks ended November 1, 2025, including non-deductible goodwill impairment charges of $53.6 million and the tax shortfall for share-based compensation which vested during the year of $0.6 million.
The Company’s effective tax rate for the same period during the prior year was different than the US federal corporate 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 related 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.
As of November 1, 2025, 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 1, 2025.
18
10. Inventories
The following table provides the components of the Company’s inventories as of November 1, 2025, February 1, 2025 and November 2, 2024:
| (in millions) | November 1, 2025 | February 1, 2025 | November 2, 2024 | ||||||||||||||
Raw materials | $ | $ | $ | ||||||||||||||
Merchandise inventories | |||||||||||||||||
Total inventories | $ | $ | $ | ||||||||||||||
11. Leases
The following table provides the components of the Company’s total lease costs for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024:
| 13 weeks ended | 39 weeks ended | ||||||||||||||||||||||
| (in millions) | November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Short-term lease cost | |||||||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | |||||||||||||||||||
| Total lease costs | $ | $ | $ | $ | |||||||||||||||||||
12. Goodwill and intangibles
The following summarizes the activity of the Company’s goodwill and intangible assets during the periods presented:
Fiscal 2025
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 brands and Diamonds Direct reporting units and the Diamonds Direct and Blue Nile trade names, for which quantitative assessments were 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 brands and Diamonds Direct. Both brands 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 brands. In addition, to a lesser degree, the Digital brands sales have been impacted by market declines in lab-grown 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 brands 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. 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 brands reporting unit, and the Blue Nile trade name of $7 million, $123 million and $36 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 brands goodwill, and Blue Nile trade name were reduced to their estimated fair values of $119 million, $203.1 million, and $60 million, respectively.
The Company completed its quarterly triggering event assessments and determined that no triggering events had occurred through the end of the third quarter of Fiscal 2025 requiring an interim impairment assessment for any reporting units with goodwill and indefinite-lived intangible assets.
19
Fiscal 2026
During the 13 weeks ended August 2, 2025, the Company completed its annual evaluation of its indefinite-lived intangible assets, including goodwill and trade names. The Company utilized the quantitative assessment for all reporting units and indefinite-lived trade names. Through the quantitative assessments, management reevaluated its long-term cash flow projections, primarily related to sales growth and potential effects of tariffs.
Based on the results of these quantitative impairment assessments, the Company determined that no impairment was required for the Sterling, Zales and Diamonds Direct reporting units, nor was any impairment required for the Zales Jewelry, Zales Outlet, Piercing Pagoda, Peoples or Blue Nile indefinite-lived trade names, as the estimated fair values exceeded the carrying values.
During the second quarter of Fiscal 2026, the Company recognized total pre-tax impairment charges in the condensed consolidated statement of operations within its North America reportable segment of $69.6 million for the Digital brands reporting unit and the James Allen and Diamonds Direct trade names. The impairment charges consisted of $53.6 million for Digital brands goodwill, $13 million for the James Allen trade name, and $3 million for the Diamonds Direct trade name. These impairment charges were driven primarily by the decline in long-term cash flow projections of this business, particularly in the James Allen brand due to continued challenges with assortment and its competitive position in the market. Management also determined an increase in discount rates was required to reflect the current interest rate environment at the valuation date, additional forecast risk for the Digital brands due to the challenges at James Allen noted above, and additional uncertainty related to potential tariff impacts on the business.
The Company completed its quarterly triggering event assessments and determined that no triggering events had occurred through the end of the third quarter of Fiscal 2026 requiring an interim impairment assessment for any reporting units with goodwill and indefinite-lived intangible assets.
Management noted uncertainties exist related to the macroeconomic environment in the US and abroad, including tariffs, economic and tax policy, inflation and interest rates. These factors could unfavorably impact the cost of the Company’s products, consumer confidence and discretionary spending, and thus may impact the key assumptions used to estimate fair value, such as sales trends, margin trends, long-term growth rates and discount rates. These factors could also negatively affect the share price of the Company’s common stock. 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 peak selling seasons, could result in a decline in the estimated fair values of the indefinite-lived intangible assets, including goodwill, which could result in future material impairment charges.
Goodwill
The following table summarizes the Company’s goodwill by reportable segment:
| (in millions) | North America | |||||||
Balance at February 1, 2025 (1) | $ | |||||||
| Impairment | ( | |||||||
Balance at November 1, 2025 (1) | $ | |||||||
(1) The carrying amount of goodwill is presented net of accumulated impairment losses of $902.1 million and $848.5 million as of November 1, 2025 and February 1, 2025, respectively.
Intangibles
Definite-lived and indefinite-lived intangible assets consist of trade names and 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.
20
The following table provides additional detail regarding the composition of intangible assets and liabilities:
| November 1, 2025 | February 1, 2025 | November 2, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||||||||||||||||||||||||||||||||||||||
Intangible assets, net: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Definite-lived intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
Indefinite-lived intangible assets (1) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Total intangible assets, net | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
Intangible liabilities, net | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
(1) The change in the indefinite-lived intangible asset balances during the periods presented was primarily due to the trade name impairment charges recorded during the second quarter of Fiscal 2026 as described above, as well as the fourth quarter of Fiscal 2025.
13. 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 Company is currently utilizing financial derivatives to mitigate foreign currency and commodity price risks. 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 and commodity prices:
Foreign currency exchange forward contracts (designated) — These contracts 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 1, 2025 was $18.1 million (February 1, 2025 and November 2, 2024: $13.3 million and $17.3 million, respectively). These contracts have been designated as cash flow hedges and will be settled over the next 11 months (February 1, 2025 and November 2, 2024: 11 months and 11 months, respectively).
Foreign currency exchange forward 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 1, 2025 was $116.6 million (February 1, 2025 and November 2, 2024: $86.6 million and $76.5 million, respectively).
Commodity forward contracts (designated) — The Company has exposure to movements in the price of the underlying precious metal raw material components of the products sold by Signet. Signet’s policy is to reduce the impact of precious metal commodity price volatility, such as gold, on operating results through the use of outright forward purchases of, or by entering into options to purchase, precious metals within treasury guidelines approved by the Company’s Chief Operating and Financial Officer. In particular, when price and volume warrant such actions, Signet undertakes hedging of its requirements for gold through the use of forward purchase contracts or option contracts. Signet began hedging its exposure to gold prices during the second quarter of Fiscal 2026. The total notional amount of these forward contracts as of November 1, 2025 was approximately 38,000 ounces of gold. These contracts have been designated as cash flow hedges and will be settled over the next 11 months.
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 1, 2025, the Company believes that this credit risk did not materially change the fair value of the derivative instruments.
The following table summarizes the fair value and presentation of derivative instruments in the condensed consolidated balance sheets as of November 1, 2025, February 1, 2025 and November 2, 2024:
Fair value of derivative assets | |||||||||||||||||||||||
| (in millions) | Balance sheet location | November 1, 2025 | February 1, 2025 | November 2, 2024 | |||||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||||||||
| Foreign currency contracts | Other current assets | $ | $ | $ | |||||||||||||||||||
| Commodity contracts | Other current assets | ||||||||||||||||||||||
Total derivative assets | $ | $ | $ | ||||||||||||||||||||
21
Fair value of derivative liabilities | |||||||||||||||||||||||
| (in millions) | Balance sheet location | November 1, 2025 | February 1, 2025 | November 2, 2024 | |||||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||||||||
| Foreign currency contracts | Other current liabilities | $ | ( | $ | $ | ( | |||||||||||||||||
| Commodity contracts | Other current liabilities | ( | |||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||
| Foreign currency contracts | Other current liabilities | ( | ( | ( | |||||||||||||||||||
Total derivative liabilities | $ | ( | $ | ( | $ | ( | |||||||||||||||||
Derivatives designated as cash flow hedges
The following table summarizes the pre-tax gains (losses) recorded in AOCI for derivatives designated in cash flow hedging relationships as of November 1, 2025, February 1, 2025 and November 2, 2024:
| (in millions) | November 1, 2025 | February 1, 2025 | November 2, 2024 | ||||||||||||||
| Foreign currency contracts | $ | $ | $ | ( | |||||||||||||
| Commodity contracts | |||||||||||||||||
Gains (losses) recorded in AOCI | $ | $ | $ | ( | |||||||||||||
The following tables summarize the effect of derivative instruments designated as cash flow hedges on OCI and the condensed consolidated statements of operations for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024:
Foreign currency contracts
| 13 weeks ended | 39 weeks ended | ||||||||||||||||||||||||||||
| (in millions) | Statement of operations caption | November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | ||||||||||||||||||||||||
| Gains (losses) recorded in AOCI, beginning of period | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||
| Current period gains (losses) recognized in OCI | ( | ( | ( | ||||||||||||||||||||||||||
| Losses reclassified from AOCI to net income | Cost of sales (1) | ||||||||||||||||||||||||||||
| Losses recorded in AOCI, end of period | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
Commodity contracts
| 13 weeks ended | 39 weeks ended | ||||||||||||||||||||||||||||
| (in millions) | Statement of operations caption | November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | ||||||||||||||||||||||||
| Gains recorded in AOCI, beginning of period | $ | $ | $ | $ | |||||||||||||||||||||||||
| Current period gains recognized in OCI | |||||||||||||||||||||||||||||
| Gains reclassified from AOCI to net income | Cost of sales (1) | ( | ( | ||||||||||||||||||||||||||
| Gains recorded in AOCI, end of period | $ | $ | $ | $ | |||||||||||||||||||||||||
(1) Refer to the condensed consolidated statements of operations for total amounts of each financial statement caption impacted by cash flow hedges.
There were no discontinued cash flow hedges during the 39 weeks ended November 1, 2025 and November 2, 2024 as all forecasted transactions are expected to occur as originally planned. As of November 1, 2025, based on current valuations, the Company expects approximately $9.3 million of net pre-tax derivative gains to be reclassified out of AOCI into earnings within the next 12 months.
Derivatives not designated as cash flow hedges
The following table summarizes the gains (losses) recognized from the Company’s derivatives instruments not designated as cash flow hedges within other operating expense, net in the condensed consolidated statements of operations for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024:
| 13 weeks ended | 39 weeks ended | |||||||||||||||||||||||||
| (in millions) | November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | ||||||||||||||||||||||
Foreign currency contracts | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
22
14. Fair value measurement
The estimated fair value of Signet’s financial instruments held or issued to finance the Company’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 the Company 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
The Company 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 used by the Company to determine fair value on an instrument-specific basis are detailed below:
| November 1, 2025 | February 1, 2025 | November 2, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Carrying Value | Level 1 | Level 2 | Carrying Value | Level 1 | Level 2 | Carrying Value | Level 1 | Level 2 | ||||||||||||||||||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
US Treasury securities | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Foreign currency contracts | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Total assets | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency contracts | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||
| Commodity contracts | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||
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. 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 or commodity 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, during the second quarters of Fiscal 2026 and Fiscal 2025, the Company performed annual impairment assessments on a quantitative basis for certain reporting units and indefinite-lived intangible assets as of May 31, 2025 and June 1, 2024, respectively. 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 carrying value of the ABL (as defined in Note 15) approximated fair value as of November 2, 2024 based on the market rates at which the Company could have borrowed with similar terms (Level 2).
15. Long-term debt
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
23
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 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.
The Company had no 253.0 million as of November 2, 2024. Available borrowing capacity on the ABL was $1.2 billion as of November 1, 2025.
16. Warranty reserve
Certain brands 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. The Company 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 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||||||||||||
| Warranty reserve, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Warranty expense | |||||||||||||||||||||||
Utilized (1) | ( | ( | ( | ( | |||||||||||||||||||
Warranty reserve, end of period | $ | $ | $ | $ | |||||||||||||||||||
(1) Includes impact of foreign exchange translation.
| (in millions) | November 1, 2025 | February 1, 2025 | November 2, 2024 | ||||||||||||||
| Disclosed as: | |||||||||||||||||
| Accrued expenses and other current liabilities | $ | $ | $ | ||||||||||||||
| Other liabilities - non-current | |||||||||||||||||
Total warranty reserve | $ | $ | $ | ||||||||||||||
17. Other operating expense, net
The following table provides the components of other operating expense, net for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024:
| 13 weeks ended | 39 weeks ended | ||||||||||||||||||||||
| (in millions) | November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||||||||||||
Restructuring and related charges (1) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other | ( | ( | ( | ( | |||||||||||||||||||
| Other operating expense, net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1) See Note 18 for additional information.
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18. Restructuring
Grow Brand Love Plan
During the first quarter of Fiscal 2026, the Company announced its new corporate strategy, Grow Brand Love. In connection with this strategic transformation, the Company has reorganized its brand structure and certain functional areas primarily within its North America reportable segment, and the Company is optimizing its store fleet by exiting underperforming stores and repositioning stores from declining venues (the “Plan”). As a result of the Plan, the Company expects to incur restructuring and related costs, primarily consisting of severance and other employee-related costs, contract termination costs, and store closure costs, including asset disposals and asset impairment charges.
During the 13 and 39 weeks ended November 1, 2025, the Company recorded charges related to the Plan of $6.0 million and $41.2 million, respectively, consisting of the following: $3.3 million and $22.9 million, respectively, for severance and other employee-related costs; $1.0 million and $3.2 million, respectively, for store closure and contract termination costs; and $1.7 million and $15.1 million, respectively, related to impairments for store assets and cloud computing arrangements. Employee-related, store closure, and contract termination costs are recorded within other operating expense, net and asset impairments are recorded within asset impairments, net within the condensed consolidated statements of operations. As of November 1, 2025, the Company has $11.7 million of accrued restructuring charges related to the Plan, primarily for severance, which are included in accrued expenses and other current liabilities in the condensed consolidated balance sheet.
Total estimated costs related to the Plan are expected to range from approximately $45 million to $55 million, including approximately $18 million to $25 million of estimated non-cash charges primarily for asset disposals and impairments. The Company expects the Plan will be substantially completed by the end of Fiscal 2026, except the store fleet optimization which is expected to be executed over the next two to three years.
Fiscal 2024 Reorganization Plan
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 “Fiscal 2024 Plan”). During the first quarter of Fiscal 2025, as a result of the continued strategic review of the UK business, the Company expanded the Fiscal 2024 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 included the closure of approximately 150 underperforming stores across both the North America and International reportable segments through the end of Fiscal 2025 and resulted in costs primarily for severance and asset disposals or impairment. The reorganization of certain support functions included the elimination of certain roles resulting in expenses primarily related to severance and other employee-related costs. Restructuring activities related to the Fiscal 2024 Plan were substantially completed in Fiscal 2025.
During the 13 and 39 weeks ended November 2, 2024, the Company recorded charges related to the Fiscal 2024 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. There are no significant liabilities related to the Fiscal 2024 Plan remaining as of November 1, 2025.
Cumulative costs related to the Fiscal 2024 Plan were $25.5 million, consisting of the following: $11.8 million for employee-related costs; $6.7 million for store closure costs; and $7.0 million related to asset impairments.
19. 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 1, 2025, the Company had $8.9 million of confirmed invoices outstanding under the supplier finance program (February 1, 2025 and November 2, 2024: $12.9 million and $13.3 million, respectively). All activity related to the supplier finance program is included in in the condensed consolidated balance sheets and within operating activities in the condensed consolidated statements of cash flows.
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20. 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.
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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 2025 Annual Report on Form 10-K filed with the SEC on March 19, 2025.
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 1, 2025 and November 2, 2024.
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 "guidance," "expects," "continue," "intends," "anticipates," "enhance," "estimates," "predicts," "believes," "should," "potential," "may," "preliminary," "forecast," "objective," "opportunity," "plan," “progress,” "strategy," "target," or “will” 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 or optimizing major business or strategic initiatives, such as expansion of the services business or realizing the benefits of our restructuring plans or transformation strategies, including those that the Company may develop in the future; attracting and retaining key executive talent during periods of leadership transition, such as our recent appointment of a new CEO and other recent changes in senior leadership from the reorganization under our Grow Brand Love strategy; the failure to adequately mitigate 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; impacts of US government shutdowns on consumer spending; difficulty or delay in executing or integrating an acquisition; the impact of the conflicts in the Middle East 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; risks relating to shifts in consumer spending away from the jewelry category or away from the cultural customs of expressing commitments through engagements and weddings; trends toward more experiential purchases such as travel; 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; 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 the Company’s 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 issued in the state of California; 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 conflicts in the Middle East, 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 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; 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-grown 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; management of social, ethical and environmental risks; ability to deliver on our corporate sustainability goals or our environmental, social and governance goals; the reputation of Signet and its brands; 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
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intelligence; security 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 asset impairments; 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 conflicts in the Middle East).
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 2025 Annual Report on Form 10-K filed with the SEC on March 19, 2025, 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 a jewelry retailer incorporated in Bermuda. The Company operated 2,607 retail locations as of November 1, 2025, 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 brands, with the majority operating through both online and brick and mortar retail operations. The segment had 2,262 locations in the US and 91 locations in Canada as of November 1, 2025.
◦In the US, the segment operates under the following brands: 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 brands, James Allen and Blue Nile.
◦In Canada, the segment operates under the Peoples brand (Peoples Jewellers).
•The International reportable segment had 254 locations in the UK and Republic of Ireland as of November 1, 2025, and maintains an online retail presence for its principal brands, 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 2025 Annual Report on Form 10-K for further background and description of the Company’s business.
Grow Brand Love strategy
In Fiscal 2026, the Company launched its Grow Brand Love strategy. This transformative strategy focuses on driving sustainable growth and builds on a strong core foundation to create shareholder value. In addition, this strategy emphasizes style and product innovation, captivating experiences, and brand loyalty while harnessing centralized core capabilities. The Company has identified three strategic imperatives as part of the Grow Brand Love framework: shifting from a banners to brand mindset; growing our core business and expanding into adjacent categories; and organizational realignment to accelerate strategy execution. The Grow Brand Love strategy is further described in the Purpose and Strategy section within Item 1 of Signet’s Fiscal 2025 Annual Report on Form 10-K filed with the SEC on March 19, 2025.
Overall performance - Third quarter Fiscal 2026
Signet’s total sales increased by 3.1% during the third quarter of Fiscal 2026 compared to the same period in Fiscal 2025. The Company saw positive same stores sales growth of 3.0% during the quarter, with growth in all major categories. The bridal and fashion categories continued to be led by our largest brands - Kay, Zales and Jared - and driven by our refined assortment strategy and a refined approach to pricing and promotion to respond to customer preferences, while services grew high single digits compared to prior year quarter on the strength of the extended service plan offerings. Merchandise average unit retail (“AUR”) increased overall as well, particularly in fashion, which offset an overall decline in units period over period. During the third quarter of Fiscal 2026, AUR was up 7.7% in the North America reportable segment and 3.0% in the International reportable segment compared to the third quarter of Fiscal 2025. AUR in North America was bolstered by a focus on our assortment strategy, particularly in lab-grown diamond (“LGD”) fashion, as well as the impact of higher gold prices. Same store sales in the International reportable segment were up 3.6% in the third quarter.
Refer to the “Results of Operations” section below for additional information on performance during the third quarter of Fiscal 2026.
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Fiscal 2026 Outlook
The Company anticipates same store sales in the range of down 0.2% to up 1.75% for Fiscal 2026 including down 5.0% to up 0.5% in the fourth quarter. The fourth quarter estimate provides for variability in a measured consumer spending environment, as well as considers recent macro consumer trends since late October, including potential impacts from the government shutdown. The Company believes it is well positioned as it moves toward the Holiday Season, by having the right merchandise assortment at the right price points, while leveraging our marketing and brand equity to capitalize on consumer demand. The Company believes that it can build on its early progress under our Grow Brand Love strategy through distinct merchandise in both fashion and bridal, enhanced marketing, and unique customer experiences. The Company is being strategic with its marketing spend as well, by rebalancing channels to drive efficient reach and increasing spend during the 10 days leading into Christmas when jewelry gifting intent peaks. In addition, as previously discussed, we will continue to have an outsized focus on our three largest brands in the short term, while thoughtfully exploring ways the other brands in our portfolio can grow shareholder value.
The Company continues to closely monitor ongoing activities related to changes to US economic policy, including impacts from both taxes and tariffs. The second quarter of Fiscal 2026 saw significant activity on new tariff announcements on countries such as India and Italy, where the Company purchases significant amounts of merchandise and diamonds. We believe that we are now able to mitigate the majority of the higher tariffs through strategic sourcing initiatives by working with vendors to maximize production timing and country of origin, as well as by value engineering merchandise at the right price points. The Company believes that its well-balanced assortment and promotional cadence for the Holiday Season discussed above will continue to mitigate the impacts of the tariff environment and higher gold prices.
The Company also continues to evaluate the impacts of other macroeconomic factors on its business, such as inflation and the Russia-Ukraine and Middle East conflicts. As previously discussed, 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 on lab-grown diamonds, impacts of the US government shut down on consumer spending, continued inflationary impacts (including, but not limited to, materials, labor, fulfillment and advertising costs), 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, and organized retail crime and its impact to mall traffic. See “Forward-Looking Statements” above as well as the “Risk Factors” section within Item 1A of Signet’s Fiscal 2025 Annual Report on Form 10-K.
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RESULTS OF OPERATIONS
Comparison of Third Quarter Fiscal 2026 to Third Quarter Fiscal 2025
| Third Quarter | Year to Date | ||||||||||||||||||||||||||||||||||||||||||||||
| Fiscal 2026 | Fiscal 2025 | Fiscal 2026 | Fiscal 2025 | ||||||||||||||||||||||||||||||||||||||||||||
(in millions) | $ | % of sales | $ | % of sales | $ | % of sales | $ | % of sales | |||||||||||||||||||||||||||||||||||||||
| Sales | $ | 1,391.8 | 100.0 | % | $ | 1,349.4 | 100.0 | % | $ | 4,468.5 | 100.0 | % | $ | 4,351.2 | 100.0 | % | |||||||||||||||||||||||||||||||
| Cost of sales | (873.0) | (62.7) | (864.1) | (64.0) | (2,759.0) | (61.7) | (2,727.2) | (62.7) | |||||||||||||||||||||||||||||||||||||||
| Gross margin | 518.8 | 37.3 | 485.3 | 36.0 | 1,709.5 | 38.3 | 1,624.0 | 37.3 | |||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (485.3) | (34.9) | (469.6) | (34.8) | (1,516.6) | (33.9) | (1,483.4) | (34.1) | |||||||||||||||||||||||||||||||||||||||
| Asset impairments, net | (1.5) | (0.1) | (0.7) | (0.1) | (84.9) | (1.9) | (169.3) | (3.9) | |||||||||||||||||||||||||||||||||||||||
| Other operating expense, net | (8.1) | (0.6) | (5.8) | (0.4) | (33.2) | (0.7) | (13.2) | (0.3) | |||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | 23.9 | 1.7 | 9.2 | 0.7 | 74.8 | 1.7 | (41.9) | (1.0) | |||||||||||||||||||||||||||||||||||||||
| Interest (expense) income, net | (0.1) | — | (1.0) | (0.1) | 0.6 | — | 10.0 | 0.2 | |||||||||||||||||||||||||||||||||||||||
| Other non-operating income, net | 1.4 | 0.1 | 0.2 | — | 0.5 | — | 2.0 | — | |||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | 25.2 | 1.8 | 8.4 | 0.6 | 75.9 | 1.7 | (29.9) | (0.7) | |||||||||||||||||||||||||||||||||||||||
| Income taxes | (5.2) | (0.4) | (1.4) | (0.1) | (31.5) | (0.7) | (9.5) | (0.2) | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 20.0 | 1.4 | % | $ | 7.0 | 0.5 | % | $ | 44.4 | 1.0 | % | $ | (39.4) | (0.9) | % | |||||||||||||||||||||||||||||||
| Dividends on redeemable convertible preferred shares | — | — | (1.6) | nm | — | — | (96.8) | nm | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | 20.0 | 1.4 | % | $ | 5.4 | 0.4 | % | $ | 44.4 | 1.0 | % | $ | (136.2) | (3.1) | % | |||||||||||||||||||||||||||||||
nm Not meaningful.
Third quarter sales
Signet's total sales increased 3.1% year over year to $1.39 billion in the 13 weeks ended November 1, 2025. Same store sales increased 3.0%, compared to a decrease of 0.7% in the prior year quarter. These increases reflect the focus on the largest brands in both bridal and fashion, an enhanced assortment strategy, as well as growth in services. The improved assortment across the bridal and fashion categories led to an increase in AUR of approximately 7% compared to the prior year third quarter. These increases were negatively impacted by underperformance in the James Allen and Diamonds Direct brands in the third quarter compared to prior year third quarter.
E-commerce sales in the third quarter of Fiscal 2026 were $280.7 million, down $8.5 million or 2.9%, compared to $289.2 million in the prior year third quarter. This decrease was primarily due to underperformance in the James Allen brand noted above. E-commerce sales accounted for 20.2% of third quarter sales, a decrease compared to 21.4% of total sales in the prior year third quarter. Brick and mortar same store sales increased 4.7% 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 2026 | Same store sales | Non-same store sales, net | Total sales at constant exchange rate (1) | Exchange translation impact | Total sales as reported | Total reported sales (in millions) | |||||||||||||||||||||||||||||
North America reportable segment | 3.0 | % | — | % | 3.0 | % | — | % | 3.0 | % | $ | 1,299.4 | |||||||||||||||||||||||
| International reportable segment | 3.6 | % | (2.0) | % | 1.6 | % | 2.8 | % | 4.4 | % | 87.0 | ||||||||||||||||||||||||
Other reportable segment (2) | nm | nm | nm | nm | nm | 5.4 | |||||||||||||||||||||||||||||
| Signet | 3.0 | % | — | % | 3.0 | % | 0.1 | % | 3.1 | % | $ | 1,391.8 | |||||||||||||||||||||||
(1) 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.
(2) Includes sales from Signet’s diamond sourcing operation.
nm Not meaningful.
As described above, AUR is an additional operating metric defined as merchandise product sales on a constant currency basis, net of discounts and promotions, divided by merchandise units. AUR is measured each period based on reported sales for the corresponding period presented.
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North America sales
The North America reportable segment’s total sales were $1.30 billion compared to $1.26 billion in the prior year quarter, or an increase of 3.0%. Same store sales increased 3.0% compared to a decrease of 0.8% in the prior year quarter. These increases reflect the focus on the largest brands in both bridal and fashion, an enhanced assortment strategy, as well as growth in services. The improved assortment across the bridal and fashion categories drove strong AUR growth of 7.7% compared to the prior year third quarter. The number of units sold decreased 5.3% year over year, primarily driven by Banter. The overall increase was negatively impacted by the underperformance of the James Allen and Diamonds Direct brands as noted above.
International sales
The International reportable segment’s total sales increased 4.4%, or 1.6% at constant exchange rates, to $87.0 million compared to $83.3 million in the prior year quarter. The number of units sold decreased 3.0% and AUR increased 3.0% year over year. Same store sales increased 3.6% compared to an increase of 1.6% in the prior year quarter. The increase in total sales at constant exchange rates was slightly lower than the increase in same store sales due to store closures.
Year to date sales
Signet’s total sales increased 2.7% to $4.47 billion compared to $4.35 billion in the prior year. Signet’s same store sales increased 2.5%, compared to a decrease of 4.6% in the prior year. These increases were primarily driven by filling merchandise assortment gaps at key price points both in fashion and in bridal, particularly in the largest brands, which led to higher AUR compared to the prior year. Services also continued to grow year over year, primarily due to higher extended service arrangement attachment rates. These increases were unfavorably impacted by the same store sales decline in the James Allen and Diamonds Direct brands as described above.
E-commerce sales year to date were $937.0 million, down $22.4 million or 2.3%, compared to $959.4 million in the prior year. E-commerce sales accounted for 21.0% of year to date sales, down slightly from 22.0% of total sales in the prior year. The decrease in total e-commerce sales was driven by the underperformance in the James Allen brand noted above. Brick and mortar same store sales increased 3.8% 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 2026 | Same store sales | Non-same store sales, net | Total sales at constant exchange rate (1) | Exchange translation impact | Total sales as reported | Total reported sales (in millions) | |||||||||||||||||||||||||||||
| North America reportable segment | 2.4 | % | — | % | 2.4 | % | — | % | 2.4 | % | $ | 4,176.6 | |||||||||||||||||||||||
| International reportable segment | 2.9 | % | (1.7) | % | 1.2 | % | 3.6 | % | 4.8 | % | 258.9 | ||||||||||||||||||||||||
Other reportable segment (2) | nm | nm | nm | nm | nm | 33.0 | |||||||||||||||||||||||||||||
| Signet | 2.5 | % | — | % | 2.5 | % | 0.2 | % | 2.7 | % | $ | 4,468.5 | |||||||||||||||||||||||
(1) 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.
(2) Includes sales from Signet’s diamond sourcing operation.
nm Not meaningful.
North America sales
The North America reportable segment’s total sales were $4.18 billion compared to $4.08 billion in the prior year, up 2.4%. This increase was primarily driven by the improvements previously noted, specifically within the three largest brands and increased fashion LGD penetration, partially offset by the underperformance of the James Allen and Diamonds Direct brands. Same store sales increased 2.4% compared to a decrease of 4.9% in the prior year. North America’s AUR increased 8.7% compared to the prior year, while the number of units decreased 6.5%.
International sales
The International reportable segment’s total sales increased 4.8% to $258.9 million compared to $247.0 million in the prior year. Total sales at constant exchange rates increased 1.2%. The number of units sold decreased 3.0% and AUR increased 4.3% over prior year.
Gross margin
In the third quarter of Fiscal 2026, gross margin was $518.8 million or 37.3% of sales compared to $485.3 million or 36.0% of sales in the prior year quarter. For the 39 weeks ended November 1, 2025, gross margin was $1.7 billion or 38.3% of sales compared to $1.6 billion or 37.3% of sales in the prior year comparable period. Gross margin increased in total dollars and as a percentage of sales for both the 13 and 39 weeks ended November 1, 2025 reflecting merchandise margin expansion driven by higher AUR in fashion and bridal, as discussed above, as well as growth in services and refined pricing and assortment strategies, all while navigating pressure
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from tariffs and notable increases in gold prices. Improved leverage from occupancy and efficiencies in distribution, including accelerating scrap recovery to take advantage of higher gold prices, also continued to favorably impact overall gross margin.
Selling, general and administrative expenses (“SG&A”)
In the third quarter of Fiscal 2026, SG&A was $485.3 million or 34.9% of sales compared to $469.6 million or 34.8% of sales in the prior year quarter. SG&A as a percentage of sales was nearly flat, despite a 70 basis point negative impact from higher incentive compensation, and reflects more efficient marketing spend and store labor planning, as well as favorability in transaction fee costs. For the 39 weeks ended November 1, 2025, SG&A was $1.5 billion or 33.9% of sales compared to $1.5 billion or 34.1% of sales in the prior year comparable period. The decrease in SG&A as a percentage of sales for the 39 weeks ended November 1, 2025 was primarily driven by reorganization savings and disciplined expense management, partially offset by higher incentive compensation and change management costs for the reorganization.
Asset impairments, net
For the 13 and 39 weeks ended November 1, 2025, the Company recorded non-cash, pre-tax impairment charges of $1.5 million and $84.9 million, respectively, compared to charges of $0.7 million and $169.3 million in the 13 and 39 weeks ended November 2, 2024, respectively. For the 13 weeks ended November 1, 2025 and November 2, 2024, asset impairments were related to the impairment of long-lived assets and cloud computing assets. For the 39 weeks ended November 1, 2025, $69.6 million of the charges related to impairment of goodwill and indefinite-lived trade names primarily related to the Digital brands, and $15.3 million related to the impairment of long-lived assets and cloud computing arrangements. 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 brands, and $3.3 million related to the impairment of long-lived assets. See Note 12 and Note 18 for additional information.
Other operating expense, net
In the third quarter of Fiscal 2026, other operating expense was $8.1 million, compared to $5.8 million in the prior year quarter. For the 39 weeks ended November 1, 2025, other operating expense was $33.2 million, compared to $13.2 million in the prior year comparable period. The 13 and 39 weeks ended November 1, 2025 primarily included restructuring and related charges of $4.3 million and $26.1 million, respectively, related to the actions under the Company’s new corporate strategy, Grow Brand Love. The 13 and 39 weeks ended November 2, 2024 primarily included restructuring and related charges of $5.2 million and $11.0 million. See Note 17 and Note 18 for additional information.
Operating income (loss)
For the third quarter of Fiscal 2026, operating income was $23.9 million, or 1.7% of sales, compared to $9.2 million or 0.7% of sales in the prior year quarter. For the 39 weeks ended November 1, 2025, operating income was $74.8 million or 1.7% of sales compared to an operating loss of $41.9 million or (1.0)% of sales in the prior year comparable period. The increase in operating income for both the 13 and 39 weeks ended November 1, 2025 was primarily driven by stronger sales performance and gross margins as described above, as well as lower goodwill and indefinite-lived intangible asset impairment charges taken in the current year, partially offset by higher restructuring costs.
North America operating income
In the third quarter, operating income in the North America reportable segment was $44.1 million, or 3.4% of segment sales, and includes $1.5 million of asset impairment charges primarily related to long-lived assets and cloud computing assets and $3.1 million of restructuring and related charges. In the prior year quarter, operating income in the North America reportable segment was $24.1 million, or 1.9% of segment sales, and included $5.4 million of restructuring and related charges and $0.8 million of asset impairment charges primarily related to long-lived assets.
In the 39 weeks ended November 1, 2025, operating income in the North America reportable segment was $150.1 million or 3.6% of segment sales, and includes $84.9 million of asset impairment charges primarily related to goodwill and indefinite-lived intangible assets and $15.0 million of restructuring and related charges. In the 39 weeks ended November 2, 2024, operating income in the North America reportable segment was $30.1 million, or 0.7% of segment sales, and included $169.0 million of asset impairment charges primarily related to goodwill and indefinite-lived intangible assets and $6.2 million of restructuring and related charges.
International operating income
In the third quarter, operating loss in the International reportable segment was $6.4 million, or (7.4)% of segment sales and includes $2.1 million of losses from the previously announced divestiture of the UK prestige watch business and $0.3 million of restructuring and related charges. In the prior year quarter, operating loss in the International reportable segment was $3.7 million, or (4.4)% of segment sales, and included $0.4 million of restructuring and related charges.
In the 39 weeks ended November 1, 2025, operating loss in the International reportable segment was $15.6 million, or (6.0)% of segment sales and includes $2.1 million of losses from the previously announced divestiture of the UK prestige watch business and $0.4 million of restructuring and related charges. In the 39 weeks ended November 2, 2024, operating loss in the International reportable segment was $20.9 million, or (8.5)% of segment sales, and included $5.4 million of restructuring charges and $2.5 million of net losses from the previously announced divestiture of the UK prestige watch business.
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Corporate and unallocated expenses
In the third quarter, corporate and unallocated expenses were $13.8 million, compared to $9.6 million in the prior year quarter. In the 39 weeks ended November 1, 2025, corporate and unallocated expenses were $55.4 million, compared to $43.8 million in the prior year comparable period. These increases were driven primarily by higher incentive compensation year over year discussed above. The Company incurred restructuring and related charges of $0.9 million and $10.7 million during the 13 and 39 weeks ended November 1, 2025, respectively. During the 13 and 39 weeks ended November 2, 2024, the Company incurred $0.8 million of leadership transition costs.
Interest (expense) income, net
For the 13 and 39 weeks ended November 1, 2025, net interest expense was $0.1 million and net interest income was $0.6 million, respectively, compared to net interest expense of $1.0 million and net interest income of $10.0 million in the 13 and 39 weeks ended November 2, 2024, respectively. The decrease in net interest expense for the current year quarter was the result of borrowings on the ABL in prior third quarter compared to no borrowings in the current year. For the year to date period, the lower interest income was the result of lower cash balances earning interest as compared with the prior year comparable periods, primarily due to common share repurchases and the cash used during Fiscal 2025 for Preferred Shares retirement and repayment of the Senior Notes.
Income taxes
On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted in the US. The Act includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of tax treatment for certain business provisions. There was no material impact from the Act upon enactment during the second quarter of Fiscal 2026, nor does the Company expect any material impact on its Fiscal 2026 effective tax rate, consolidated financial condition or results of operations.
In the third quarter of Fiscal 2026, income tax expense was $5.2 million, with an effective tax rate (“ETR”) of 20.6%, compared to income tax expense of $1.4 million, with an ETR of 16.7%, in the prior year comparable period. Signet was not subject to income tax in Bermuda prior to Fiscal 2026. On December 27, 2023, Bermuda enacted a 15% corporate income tax that is effective for the Company beginning with Fiscal 2026.
The ETR for the third quarter of Fiscal 2026 was higher than the Bermuda corporate income tax rate, primarily as a result of the unfavorable impact of foreign rate differences (primarily in the US). The ETR for the third quarter of Fiscal 2025 was different 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 39 weeks ended November 1, 2025, income tax expense was $31.5 million, with an ETR of 41.5%, compared to income tax expense of $9.5 million, with an ETR of (31.8)% in the prior year comparable period. The ETR for the period was higher than the Bermuda corporate income tax rate primarily as a result of the unfavorable impact of foreign rate differences (primarily in the US) and unfavorable discrete tax items recognized, including non-deductible goodwill impairment charges of $53.6 million and the tax shortfall for share-based compensation which vested during the year of $0.6 million. The year to date ETR in the prior year comparable period 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 related 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.
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.
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1. Net cash (debt)
Net cash (debt) 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 1, 2025 | February 1, 2025 | November 2, 2024 | ||||||||||||||
| Cash and cash equivalents | $ | 234.7 | $ | 604.0 | $ | 157.7 | |||||||||||
Less: Long-term debt | — | — | (253.0) | ||||||||||||||
| Net cash (debt) | $ | 234.7 | $ | 604.0 | $ | (95.3) | |||||||||||
2. Free cash flow
Free cash flow is a non-GAAP measure defined as the net cash provided by (used in) operating activities less capital expenditures. 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 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | 31.0 | $ | (75.4) | $ | (58.0) | $ | (189.8) | |||||||||||||||
| Capital expenditures | (32.5) | (63.1) | (93.1) | (114.4) | |||||||||||||||||||
Free cash flow | $ | (1.5) | $ | (138.5) | $ | (151.1) | $ | (304.2) | |||||||||||||||
3. 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 help enhance management’s and investors’ ability to evaluate and analyze trends regarding Signet’s business and performance based on its current operations. These measures 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 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||||||||||||
| Net income (loss) | $ | 20.0 | $ | 7.0 | $ | 44.4 | $ | (39.4) | |||||||||||||||
Income taxes | 5.2 | 1.4 | 31.5 | 9.5 | |||||||||||||||||||
| Interest expense (income), net | 0.1 | 1.0 | (0.6) | (10.0) | |||||||||||||||||||
Depreciation and amortization | 36.9 | 36.1 | 110.9 | 110.6 | |||||||||||||||||||
Amortization of unfavorable contracts | (0.5) | (0.5) | (1.4) | (1.4) | |||||||||||||||||||
EBITDA | $ | 61.7 | $ | 45.0 | $ | 184.8 | $ | 69.3 | |||||||||||||||
| Other non-operating income, net | (1.4) | (0.2) | (0.5) | (2.0) | |||||||||||||||||||
Share-based compensation | 7.2 | 2.1 | 20.9 | 20.4 | |||||||||||||||||||
Other accounting adjustments | |||||||||||||||||||||||
Asset impairments (1) | 1.7 | 0.4 | 84.7 | 168.5 | |||||||||||||||||||
Restructuring and related charges (2) | 4.3 | 5.8 | 26.1 | 11.6 | |||||||||||||||||||
Loss on divestitures, net (3) | 2.1 | — | 2.1 | 2.5 | |||||||||||||||||||
Integration-related expenses (4) | — | — | — | 1.1 | |||||||||||||||||||
Leadership transition costs (5) | — | 0.8 | — | 0.8 | |||||||||||||||||||
Adjusted EBITDA | $ | 75.6 | $ | 53.9 | $ | 318.1 | $ | 272.2 | |||||||||||||||
(1) Fiscal 2026 and Fiscal 2025 asset impairment charges related primarily to goodwill and indefinite-lived intangible assets.
See Note 12 for additional information.
(2) Fiscal 2026 restructuring and related charges were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Fiscal 2025 restructuring charges were incurred primarily as a result of the Company’s rationalization of its store footprint and reorganization of certain centralized functions.
See Note 18 for additional information.
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(3) Includes net losses from the previously announced divestiture of the UK prestige watch business.
(4) Includes severance and retention expenses related to the integration of Blue Nile.
(5) Primarily includes professional fees incurred for the search for the Company’s CEO.
4. 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.
| 13 weeks ended | 39 weeks ended | ||||||||||||||||||||||
| (in millions) | November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||||||||||||
| Operating income (loss) | $ | 23.9 | $ | 9.2 | $ | 74.8 | $ | (41.9) | |||||||||||||||
Asset impairments (1) | 1.7 | 0.4 | 84.7 | 168.5 | |||||||||||||||||||
Restructuring and related charges (2) | 4.3 | 5.8 | 26.1 | 11.6 | |||||||||||||||||||
Loss on divestitures, net (3) | 2.1 | — | 2.1 | 2.5 | |||||||||||||||||||
Integration-related expenses (4) | — | — | — | 1.1 | |||||||||||||||||||
Leadership transition costs (5) | — | 0.8 | — | 0.8 | |||||||||||||||||||
| Adjusted operating income | $ | 32.0 | $ | 16.2 | $ | 187.7 | $ | 142.6 | |||||||||||||||
| Operating margin | 1.7 | % | 0.7 | % | 1.7 | % | (1.0) | % | |||||||||||||||
| Adjusted operating margin | 2.3 | % | 1.2 | % | 4.2 | % | 3.3 | % | |||||||||||||||
(1) Fiscal 2026 and Fiscal 2025 asset impairment charges related primarily to goodwill and indefinite-lived intangible assets.
See Note 12 for additional information.
(2) Fiscal 2026 restructuring and related charges were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Fiscal 2025 restructuring charges were incurred primarily as a result of the Company’s rationalization of its store footprint and reorganization of certain centralized functions.
See Note 18 for additional information.
(3) Includes net losses from the previously announced divestiture of the UK prestige watch business.
(4) Includes severance and retention expenses related to the integration of Blue Nile.
(5) Primarily includes professional fees incurred for the search for the Company’s CEO.
5. 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 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | ||||||||||||||||||||
| Diluted EPS | $ | 0.49 | $ | 0.12 | $ | 1.06 | $ | (3.07) | |||||||||||||||
Asset impairments (1) | 0.04 | 0.01 | 2.03 | 3.80 | |||||||||||||||||||
Restructuring and related charges (2) | 0.10 | 0.13 | 0.62 | 0.26 | |||||||||||||||||||
Loss on divestitures, net (3) | 0.05 | — | 0.05 | 0.06 | |||||||||||||||||||
Integration-related expenses (4) | — | — | — | 0.02 | |||||||||||||||||||
Leadership transition costs (5) | — | 0.02 | — | 0.02 | |||||||||||||||||||
| Tax impact of items above | (0.05) | (0.04) | (0.35) | (0.35) | |||||||||||||||||||
Deemed dividend on redemption of Preferred Shares (6) | — | — | — | 1.92 | |||||||||||||||||||
Dilution effect (7) | — | — | — | (0.04) | |||||||||||||||||||
| Adjusted diluted EPS | $ | 0.63 | $ | 0.24 | $ | 3.41 | $ | 2.62 | |||||||||||||||
(1) Fiscal 2026 and Fiscal 2025 asset impairment charges related primarily to goodwill and indefinite-lived intangible assets.
See Note 12 for additional information.
(2) Fiscal 2026 restructuring and related charges were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Fiscal 2025 restructuring charges were incurred primarily as a result of the Company’s rationalization of its store footprint and reorganization of certain centralized functions.
See Note 18 for additional information.
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(3) Includes net losses from the previously announced divestiture of the UK prestige watch business.
(4) Includes severance and retention expenses related to the integration of Blue Nile.
(5) Primarily includes professional fees incurred for the search for the Company’s CEO.
(6) As described in Note 5, the Company recorded a deemed dividend to net income (loss) attributable to common shareholders of $85.2 million in the first quarter 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.
(7) 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.
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 1, 2025, the Company had $234.7 million of cash and cash equivalents and no outstanding borrowings on the ABL. The available borrowing capacity on the ABL was $1.2 billion as of November 1, 2025.
The Company maintains a disciplined approach to capital allocation, utilizing the following priorities: 1) Invest in organic growth; 2) maintain conservative balance sheet, including an adjusted leverage ratio (a non-GAAP measure as defined in Item 7 of the Signet’s Fiscal 2025 Annual Report on Form 10-K) of at or below our stated goal; and 3) return capital to shareholders through share repurchases and dividends.
Invest in organic growth
The strategic imperatives of the Company’s Grow Brand Love transformation strategy have been designed to accelerate growth by building on a strong core foundation to create shareholder value. The Company will focus on increasing market share in core areas such as Bridal, while expanding into categories like self-purchase and gifting. In order to achieve these goals, the Company has reorganized strategic areas of our business such as marketing and sourcing to streamline operations, increase efficiencies, improve accountability and reduce costs. This reorganization, which is substantially complete, has already begun to enable our new go-to-market strategies and contribute towards our efforts to strengthen our brand portfolio. We are also optimizing our real estate footprint to support the positioning of our brands and modernizing our stores through capital improvements. These real estate initiatives will include the closure of underperforming stores, repositioning stores out of declining venues, renovation of stores and an increased focus on transference from closed locations to capitalize on brand equity across the portfolio. The Company invested $153.0 million for capital expenditures in Fiscal 2025 and has planned for capital expenditures of up to $160 million in Fiscal 2026, reflecting primarily investments in new stores and renovations as described above, as well as additional digital and technology advancements.
Maintain conservative balance sheet
The Company has no outstanding debt after fully repaying the Senior Notes at maturity in the second quarter of Fiscal 2025 using cash on hand. In addition, in Fiscal 2025, the Company completed the extension of the ABL to August 2029 at substantially the same terms, as further described in Note 15. In connection with this extension, the ABL aggregate commitment was 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 of Fiscal 2025, the Preferred Holders 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. The Company maintained a 1.1x adjusted leverage ratio through the end of Fiscal 2025 (see non-GAAP measures as defined in Item 7 of the Signet’s Fiscal 2025 Annual Report on Form 10-K). During Fiscal 2025, the Company reduced its adjusted leverage ratio goal from 2.5x or less to 1.75x or less to reflect the retirement of all funded debt in Fiscal 2025, capital allocation strategies, and replacing the operating lease adjustment within the calculation with lease liabilities from the previous 5x rent adjustment. The Company continues to be confident in its ability to generate free cash flow while maintaining this leverage ratio target.
Returning capital to shareholders
The Company remains committed to its goal of returning cash to shareholders, which includes being a dividend growth company. For the fourth year in a row Signet has increased its quarterly common dividend, from $0.29 per share in Fiscal 2025 to $0.32 per share beginning in Fiscal 2026. The Company also remains focused on common share repurchases under its 2017 Program. In March 2024, the Board approved a further $200 million increase to the multi-year authorization under the 2017 Program. The Company has repurchased $178.2 million of common shares to date in Fiscal 2026, with $544.9 million of shares authorized for repurchase remaining as of November 1, 2025. See Note 6 for additional information related to the common share repurchases.
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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 to five 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 2026 and Fiscal 2025:
| 39 weeks ended | |||||||||||
| (in millions) | November 1, 2025 | November 2, 2024 | |||||||||
| Net cash used in operating activities | $ | (58.0) | $ | (189.8) | |||||||
| Net cash used in investing activities | (95.1) | (121.0) | |||||||||
| Net cash used in financing activities | (224.1) | (908.5) | |||||||||
| Decrease in cash and cash equivalents | $ | (377.2) | $ | (1,219.3) | |||||||
Cash and cash equivalents at beginning of period | $ | 604.0 | $ | 1,378.7 | |||||||
| Decrease in cash and cash equivalents | (377.2) | (1,219.3) | |||||||||
Effect of exchange rate changes on cash and cash equivalents | 7.9 | (1.7) | |||||||||
Cash and cash equivalents at end of period | $ | 234.7 | $ | 157.7 | |||||||
Operating activities
Net cash used in operating activities was $58.0 million during the 39 weeks ended November 1, 2025 compared to $189.8 million in the prior year comparable period. The change in operating cash flows compared to prior year was primarily driven by higher gross profit, lower cash paid for taxes and better working capital efficiency in the current year period. The significant movements in operating cash flows are further described below:
•Net income was $44.4 million compared to net loss of $39.4 million in the prior year period, an increase of $83.8 million. This increase was primarily the result of higher gross profit in the current year period and non-cash asset impairment charges of $169.3 million recorded in the prior year period, partially offset by non-cash asset impairment charges of $84.9 million and restructuring and related charges of $26.1 million recorded in Fiscal 2026.
•The change in current income taxes was a use of $37.5 million in the current period compared to a use of $92.4 million in the prior year. The current year use was primarily the result of net income tax payments of $67.5 million, compared to net income tax payments of $100.0 million in the prior year period.
•Cash used by inventory was $155.0 million, compared to a use of $189.5 million in the prior year, reflecting seasonal replenishment of inventories following the fourth quarter of both fiscal years, and showed improvement year over year due to lower inventory levels, despite increases in gold prices and higher tariffs.
•Cash used by accounts payable was $105.3 million compared to a use of $101.5 million in the prior year period. Accounts payable is historically a use of cash in the first quarter, as the Company pays down invoices due from prior Holiday Season merchandise purchases.
•Cash used by accrued expenses and other liabilities was $11.3 million, compared to a use of $45.9 million in the prior year period. The difference to the prior year comparable period is primarily due to timing of advertising payments year over year.
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Investing activities
Net cash used in investing activities for the 39 weeks ended November 1, 2025 was $95.1 million compared to a use of $121.0 million in the prior year period. Cash used in Fiscal 2026 was primarily related to capital expenditures of $93.1 million, compared to $114.4 million in Fiscal 2025. Capital expenditures are associated with new stores, remodels of existing stores, and capital investments in digital and IT. Signet has planned Fiscal 2026 capital expenditures of up to $160 million.
Stores opened and closed in the 39 weeks ended November 1, 2025:
| February 1, 2025 | Openings | Closures | November 1, 2025 | ||||||||||||||||||||
North America segment (1) | 2,379 | 11 | (37) | 2,353 | |||||||||||||||||||
International segment (1) | 263 | — | (9) | 254 | |||||||||||||||||||
Signet | 2,642 | 11 | (46) | 2,607 | |||||||||||||||||||
(1) The net change in selling square footage for Fiscal 2026 for the North America and International segments was (0.6%) and (2.7%), respectively.
Financing activities
Net cash used in financing activities for the 39 weeks ended November 1, 2025 was $224.1 million, consisting of the repurchase of $178.2 million of common shares, common share dividends paid of $38.9 million and payments for withholding taxes related to the settlement of the Company’s share-based compensation awards of $7.0 million.
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, the repurchase of $113.8 million of common shares, preferred and common share dividends paid of $54.5 million and payments for withholding taxes related to the settlement of the Company’s share-based compensation awards of $28.2 million, partially offset by ABL borrowings of $253.0 million.
Movement in cash and indebtedness
Cash and cash equivalents at November 1, 2025 were $234.7 million compared to $157.7 million as of November 2, 2024. The increase year over year was primarily driven by cash flow from operations described above, resulting in stronger performance and working capital efficiency during the past year, offset partially by common share repurchases. 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 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.
The Company had no outstanding debt as of November 1, 2025, nor where there any borrowings on the ABL to date in Fiscal 2026. Available borrowing capacity under the ABL was $1.2 billion as of November 1, 2025.
In the prior year comparable period, there was $253.0 million of debt outstanding 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.
Net cash was $234.7 million as of November 1, 2025 compared to net debt of $95.3 million as of November 2, 2024. Refer to the non-GAAP measures section discussed above for the definition of net cash (debt) and reconciliation to its most comparable financial measure presented in accordance with GAAP.
As of November 1, 2025, February 1, 2025 and November 2, 2024, 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 and cash flows. 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 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.
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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.
While 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 1, 2025 filed with the SEC on March 19, 2025, the Company continues to monitor the risk of impairment related to all of its reporting units and indefinite-lived trade names. As part of our annual assessment during the second quarter of Fiscal 2026, the Company performed quantitative impairment assessments for all reporting units and indefinite-lived intangible assets. The estimated fair values of the Sterling, Zale US and Diamonds Direct reporting units, as well as the Zale Jewelry, Zale Outlet, Piercing Pagoda, Blue Nile and Peoples Jewellers trade names, exceeded their carrying values as of the valuation date. The fair values for all these assets substantially exceeded their carrying values, with the exception of the Diamonds Direct reporting unit and the Piercing Pagoda and Blue Nile trade names, which exceeded their carrying values by approximately 17%, 10% and 16%, respectively. The carrying values of the Diamonds Direct goodwill and the Piercing Pagoda and Blue Nile trade names were $251.2 million, $33.8 million and $19 million, respectively, as of August 2, 2025.
During the second quarter of Fiscal 2026, the carrying values of the Digital brands goodwill and the James Allen and Diamonds Direct trade names were reduced to their estimated fair values of $0, $2 million and $109 million, respectively, which resulted in the recognition of impairment charges of approximately $54 million, $13 million and $3 million, respectively. The impairment charges in the Digital brands reporting unit and related James Allen trade name were driven primarily by the decline in long-term cash flow projections of this business, particularly in the James Allen brand due to continued challenges with assortment and its competitive position in the market. Management also determined an increase in discount rates was required to reflect the current interest rate environment at the valuation date, and to reflect additional forecast risk for the Digital brands due to the challenges at James Allen noted above, as well as additional uncertainty related to potential tariff impacts on the business.
Management noted uncertainties exist related to the macroeconomic environment in the US and abroad, including tariffs, economic and tax policy, inflation and interest rates. These factors could unfavorably impact merchandise costs, consumer confidence and discretionary spending, and thus may impact the key assumptions used to estimate fair value, such as sales trends, margin trends, long-term growth rates and discount rates. These factors could also negatively affect the share price of the Company’s common stock. 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 peak selling seasons, 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. For example, an increase in the discount rate of 0.5% to the aforementioned impaired trade names, assuming no other changes to assumptions, would have resulted in additional impairment charges of approximately $4 million.
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 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 also enters into derivative transactions to hedge a portion of forecasted merchandise purchases using commodity forward purchase contracts or options. 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.
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Signet’s market risk profile as of November 1, 2025 has not materially changed since February 1, 2025. The market risk profile as of February 1, 2025 is disclosed in Signet’s Annual Report on Form 10-K, filed with the SEC on March 19, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Management’s evaluation of disclosure controls and procedures
Signet’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by Signet in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’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 Operating and Financial Officer (principal financial officer), as appropriate to allow timely decisions to be made regarding required disclosure.
Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures in accordance with Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on such evaluation, the principal executive officer and principal financial officer have concluded that such disclosure controls and procedures were effective as of November 1, 2025.
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 2026 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
The Company is supplementing 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 1, 2025 with the following modified risk factor, which should be read in conjunction with the other risk factors presented in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 that was filed with the SEC on March 19, 2025.
New tariffs, trade embargoes, sanctions or other restrictions on foreign trade, if imposed against entire nations or specific goods, supplies or materials that the Company imports, could have an adverse effect on the Company’s results of operations, cash flows or financial condition.
The Company sources almost all of its retail merchandise, which include jewelry, watches, and cut and polished diamonds, from suppliers that manufacture outside of the US. Historically, approximately half of the finished merchandise and loose diamonds that Signet has purchased have been imported from India. Other key sourcing countries include Thailand, Italy, China, and Japan. In addition, many of the supplies, materials and fixtures used in our stores and operations are imported from foreign countries including but not limited to China, Mexico, and Canada.
Government officials in the US, Canada and the UK have periodically imposed tariffs on goods and materials that the Company imports. Since February 1, 2025, the US administration has announced a series of new tariffs and trade penalties affecting imports from a broad range of countries, including key sourcing countries for the Company noted above. On August 6, 2025, an executive order also imposed an additional 25% tariff on goods from India, effective August 27, 2025, in response to India’s continued imports of Russian oil.
The imposition of additional or increased tariffs on jewelry or other supplies and materials that the Company imports from India or other countries, or the Company’s inability to successfully manage inventory from such countries, could require the Company to further increase prices to its customers or, if unable to do so, result in reduced sales or lower gross margins.
Moreover, the evolving global tariff environment has caused, and is likely to continue to cause, significant uncertainty and instability in international trade and financial markets. The continuation of elevated tariffs, as well as retaliatory measures by foreign governments, have and may continue to adversely affect consumer sentiment and inflationary pressures, which has and may continue to reduce demand for our products. Also, disruptions and volatility in the financial markets may lead to adverse changes in the availability, terms, and cost of capital. These conditions, as well as the Company’s inability to mitigate the risks related to tariffs, could have a material adverse impact on our business, results of operations, cash flows or financial condition.
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 2026:
Period | Total number of shares purchased | Average price paid 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 3, 2025 to August 30, 2025 | — | $ | — | — | $ | 573,364,533 | |||||||||||||||||
| August 31, 2025 to September 27, 2025 | 170,317 | $ | 93.17 | 170,317 | $ | 557,495,570 | |||||||||||||||||
| September 28, 2025 to November 1, 2025 | 130,602 | $ | 96.27 | 130,602 | $ | 544,923,002 | |||||||||||||||||
Total | 300,919 | $ | 94.52 | 300,919 | $ | 544,923,002 | |||||||||||||||||
(1) The average price paid per share excludes commissions paid of $5,449 in connection with the repurchases made under the 2017 Share Repurchase Program.
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ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the third quarter of Fiscal 2026, the following officer 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 | ||||||||||||||||||||||
| April 6, 2026 | ||||||||||||||||||||||||||
(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
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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 | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 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. | ||||
| ** | Furnished herewith. | ||||
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SIGNATURES
Pursuant to the requirements of the Exchange Act, 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, 2025 | By: | /s/ Joan M. Hilson | |||||||||||||||||
| Name: | Joan M. Hilson | |||||||||||||||||||
| Title: | Chief Operating and Financial Officer (Principal Financial Officer) | |||||||||||||||||||
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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
5. 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, 2025
| By: | /s/ J.K. Symancyk | |||||||
| Name: | J.K. Symancyk | |||||||
| Title: | Chief Executive Officer (Principal Executive Officer) | |||||||
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
5. 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, 2025
| By: | /s/ Joan M. Hilson | |||||||
| Name: | Joan M. Hilson | |||||||
| Title: | Chief Operating and Financial Officer (Principal Financial Officer) | |||||||
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 1, 2025, 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, 2025
| By: | /s/ J.K. Symancyk | |||||||
| Name: | J.K. Symancyk | |||||||
| Title: | Chief Executive Officer (Principal Executive Officer) | |||||||
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 Operating and Financial 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 1, 2025, 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, 2025
| By: | /s/ Joan M. Hilson | |||||||
| Name: | Joan M. Hilson | |||||||
| Title: | Chief Operating and Financial Officer (Principal Financial Officer) | |||||||