Equibles

10-Q

SIGNET JEWELERS LTD (SIG)

10-Q 2025-06-03 For: 2025-05-03
View Original
Added on April 12, 2026

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended May 3, 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

SIGNET JEWELERS LIMITED

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

Clarendon House

2 Church Street

Hamilton HM11

Bermuda

(441) 296 5872

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

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

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

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

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

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

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

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

Common Shares, $0.18 par value, 41,150,235 shares as of May 30, 2025

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SIGNET JEWELERS LIMITED

TABLE OF CONTENTS

PAGE
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations 3
Condensed Consolidated Statements of Comprehensive Income 4
Condensed Consolidated Balance Sheets 5
Condensed Consolidated Statements of Cash Flows 6
Condensed Consolidated Statements of Shareholders’ Equity 7
Notes to the Condensed Consolidated Financial Statements 8
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 33
ITEM 4. Controls and Procedures 33
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings 34
ITEM 1A. Risk Factors 34
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 34
ITEM 5. Other Information 34
ITEM 6. Exhibits 36

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

13 weeks ended
(in millions, except per share amounts) May 3, 2025 May 4, 2024 Notes
Merchandise sales $ 1,350.3 $ 1,326.3
Service sales 191.3 184.5
Total sales 1,541.6 1,510.8 3
Cost of sales (942.8) (938.4)
Gross margin 598.8 572.4
Selling, general and administrative expenses (526.0) (515.4)
Other operating expense, net (24.7) (7.2) 17
Operating income 48.1 49.8 4
Interest income, net 0.8 8.6
Other non-operating (expense) income, net (3.3) 0.2
Income before income taxes 45.6 58.6
Income taxes (12.1) (6.5) 9
Net income $ 33.5 $ 52.1
Dividends on redeemable convertible preferred shares — (92.2) 5, 6
Net income (loss) attributable to common shareholders $ 33.5 $ (40.1)
Earnings (loss) per common share:
Basic $ 0.79 $ (0.90) 7
Diluted $ 0.78 $ (0.90) 7
Weighted average common shares outstanding:
Basic 42.5 44.6 7
Diluted 42.7 44.6 7

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

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SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

13 weeks ended
May 3, 2025 May 4, 2024
(in millions) Pre-tax <br>amount Tax <br>(expense) <br>benefit After-tax <br>amount Pre-tax <br>amount Tax <br>(expense) <br>benefit After-tax <br>amount
Net income $ 33.5 $ 52.1
Other comprehensive income (loss):
Foreign currency translation adjustments $ 22.1 $ — $ 22.1 $ (4.1) $ — $ (4.1)
Available-for-sale securities:
Unrealized gain 0.1 — 0.1 — — —
Cash flow hedges:
Unrealized loss (0.9) 0.2 (0.7) — — —
Reclassification adjustment for losses (gains) to earnings 0.1 — 0.1 (0.2) — (0.2)
Total other comprehensive income (loss) $ 21.4 $ 0.2 $ 21.6 $ (4.3) $ — $ (4.3)
Total comprehensive income $ 55.1 $ 47.8

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

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SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions, except par value per share amount) May 3, 2025 February 1, 2025 May 4, 2024 Notes
Assets
Current assets:
Cash and cash equivalents $ 264.1 $ 604.0 $ 729.3
Inventories 2,006.5 1,937.3 1,983.6 10
Income taxes 16.0 14.3 9.3
Other current assets 180.5 156.6 202.4
Total current assets 2,467.1 2,712.2 2,924.6
Non-current assets:
Property, plant and equipment, net of accumulated depreciation and amortization of $1,495.7 (February 1, 2025 and May 4, 2024: $1,461.5 and $1,469.5, respectively) 492.5 506.5 475.1
Operating lease right-of-use assets 1,103.9 1,102.4 979.4 11
Goodwill 482.0 482.0 754.5 12
Intangible assets, net 307.6 307.2 402.2 12
Other assets 301.0 314.8 315.2
Deferred tax assets 297.8 301.5 300.2
Total assets $ 5,451.9 $ 5,726.6 $ 6,151.2
Liabilities, Redeemable convertible preferred shares, and Shareholders’ equity
Current liabilities:
Current portion of long-term debt $ — $ — $ 147.8 15
Accounts payable 572.1 767.0 599.3
Accrued expenses and other current liabilities 371.3 366.8 356.0
Deferred revenue 366.7 362.5 360.6 3
Operating lease liabilities 286.9 279.9 253.0 11
Income taxes 49.5 55.3 31.4
Total current liabilities 1,646.5 1,831.5 1,748.1
Non-current liabilities:
Operating lease liabilities 894.5 900.0 818.5 11
Other liabilities 77.9 85.1 93.9
Deferred revenue 886.1 885.1 878.9 3
Deferred tax liabilities 171.2 173.1 202.0
Total liabilities 3,676.2 3,874.8 3,741.4
Commitments and contingencies 20
Redeemable Series A Convertible Preference Shares $0.01 par value: authorized 500 shares, 0 shares outstanding (February 1, 2025 and May 4, 2024: 0 and 0.313 shares outstanding, respectively) — — 328.0 5
Shareholders’ equity:
Common shares of $0.18 par value: authorized 500 shares, 41.4 shares outstanding (February 1, 2025 and May 4, 2024: 43.2 and 44.7 outstanding, respectively) 12.6 12.6 12.6
Additional paid-in capital 105.3 120.1 181.6
Other reserves 0.4 0.4 0.4
Treasury shares at cost: 28.6 shares (February 1, 2025 and May 4, 2024: 26.8 and 25.3 shares, respectively) (1,852.2) (1,749.3) (1,622.9)
Retained earnings 3,765.5 3,745.5 3,779.7
Accumulated other comprehensive loss (255.9) (277.5) (269.6) 8
Total shareholders’ equity 1,775.7 1,851.8 2,081.8
Total liabilities, redeemable convertible preferred shares and shareholders’ equity $ 5,451.9 $ 5,726.6 $ 6,151.2

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

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SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

13 weeks ended
(in millions) May 3, 2025 May 4, 2024
Operating activities
Net income $ 33.5 $ 52.1
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization 37.0 36.6
Amortization of unfavorable contracts (0.5) (0.5)
Share-based compensation 7.0 7.6
Deferred taxation 3.6 0.5
Other non-cash movements 7.0 5.7
Changes in operating assets and liabilities:
Inventories (56.1) (48.9)
Other assets (9.2) 12.3
Accounts payable (187.5) (136.7)
Accrued expenses and other liabilities (5.4) (40.8)
Change in operating lease assets and liabilities (0.8) (2.8)
Deferred revenue 3.6 (4.7)
Income tax receivable and payable (7.5) (38.6)
Net cash used in operating activities (175.3) (158.2)
Investing activities
Capital expenditures (36.6) (23.3)
Other investing activities, net — 1.8
Net cash used in investing activities (36.6) (21.5)
Financing activities
Dividends paid on common shares (12.6) (10.2)
Dividends paid on redeemable convertible preferred shares — (10.3)
Repurchase of common shares (117.4) (7.4)
Repurchase of redeemable convertible preferred shares — (412.0)
Other financing activities, net (7.3) (27.6)
Net cash used in financing activities (137.3) (467.5)
Cash and cash equivalents at beginning of period 604.0 1,378.7
Decrease in cash and cash equivalents (349.2) (647.2)
Effect of exchange rate changes on cash and cash equivalents 9.3 (2.2)
Cash and cash equivalents at end of period $ 264.1 $ 729.3

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

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SIGNET JEWELERS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(in millions) Common <br>shares at <br>par value Additional <br>paid-in <br>capital Other <br>reserves Treasury <br>shares Retained <br>earnings Accumulated other <br>comprehensive <br>loss Total <br>shareholders’ <br>equity
Balance at February 1, 2025 $ 12.6 $ 120.1 $ 0.4 $ (1,749.3) $ 3,745.5 $ (277.5) $ 1,851.8
Net income — — — — 33.5 — 33.5
Other comprehensive income — — — — — 21.6 21.6
Common share dividends declared, $0.32/share — — — — (13.4) — (13.4)
Repurchase of common shares — — — (117.4) — — (117.4)
Net settlement of equity-based awards — (21.8) — 14.5 (0.1) — (7.4)
Share-based compensation expense — 7.0 — — — — 7.0
Balance at May 3, 2025 $ 12.6 $ 105.3 $ 0.4 $ (1,852.2) $ 3,765.5 $ (255.9) $ 1,775.7 (in millions) Common <br>shares at <br>par value Additional <br>paid-in <br>capital Other <br>reserves Treasury <br>shares Retained <br>earnings Accumulated other <br>comprehensive <br>loss Total <br>shareholders’ <br>equity
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Balance at February 3, 2024 $ 12.6 $ 230.7 $ 0.4 $ (1,646.9) $ 3,835.0 $ (265.3) $ 2,166.5
Net income — — — — 52.1 — 52.1
Other comprehensive loss — — — — — (4.3) (4.3)
Dividends declared:
Common shares, $0.29/share — — — — (12.9) — (12.9)
Preferred shares, $13.14/share — — — — (5.0) — (5.0)
Redemption of preferred shares — — — — (87.2) — (87.2)
Repurchase of common shares — — — (7.4) — — (7.4)
Net settlement of equity-based awards — (56.7) — 31.4 (2.3) — (27.6)
Share-based compensation expense — 7.6 — — — — 7.6
Balance at May 4, 2024 $ 12.6 $ 181.6 $ 0.4 $ (1,622.9) $ 3,779.7 $ (269.6) $ 2,081.8

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

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SIGNET JEWELERS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

  1. Organization and principal accounting policies

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

Signet’s business is seasonal, with the fourth quarter historically accounting for approximately 35-40% of annual sales as well as for a substantial portion of the annual operating income 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 first quarter of the relevant fiscal years 2026 and 2025 refer to the 13 weeks ended May 3, 2025 and May 4, 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.

  1. New accounting pronouncements

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

New accounting pronouncements recently adopted

There were no new accounting pronouncements adopted during Fiscal 2026 that have a material impact on the Company’s consolidated financial position or results of operations.

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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.

  1. Revenue recognition

The following table provides the Company’s total sales, disaggregated by brand, for the 13 weeks ended May 3, 2025 and May 4, 2024:

13 weeks ended May 3, 2025 13 weeks ended May 4, 2024
(in millions) North America International Other Consolidated North America International Other Consolidated
Sales by brand:
Kay $ 579.1 $ — $ — $ 579.1 $ 567.5 $ — $ — $ 567.5
Zales 283.2 — — 283.2 256.7 — — 256.7
Jared 260.0 — — 260.0 249.5 — — 249.5
Blue Nile 77.6 — — 77.6 75.8 — — 75.8
James Allen 39.4 — — 39.4 57.9 — — 57.9
Diamonds Direct 84.1 — — 84.1 82.6 — — 82.6
Banter by Piercing Pagoda 82.2 — — 82.2 83.6 — — 83.6
Peoples 40.8 — — 40.8 39.2 — — 39.2
International segment brands — 80.1 — 80.1 — 77.2 — 77.2
Other (1) 4.1 — 11.0 15.1 7.2 — 13.6 20.8
Total sales $ 1,450.5 $ 80.1 $ 11.0 $ 1,541.6 $ 1,420.0 $ 77.2 $ 13.6 $ 1,510.8

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

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The following table provides the Company’s total sales, disaggregated by major product, for the 13 weeks ended May 3, 2025 and May 4, 2024:

13 weeks ended May 3, 2025 13 weeks ended May 4, 2024
(in millions) North America International Other Consolidated North America (3) International Other Consolidated
Sales by product:
Bridal $ 656.6 $ 36.1 $ — $ 692.7 $ 646.0 $ 35.3 $ — $ 681.3
Fashion 533.0 16.4 — 549.4 530.1 15.2 — 545.3
Watches 47.8 21.7 — 69.5 42.7 20.8 — 63.5
Services (1) 185.4 5.9 — 191.3 178.6 5.9 — 184.5
Other (2) 27.7 — 11.0 38.7 22.6 — 13.6 36.2
Total sales $ 1,450.5 $ 80.1 $ 11.0 $ 1,541.6 $ 1,420.0 $ 77.2 $ 13.6 $ 1,510.8

(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 weeks ended May 3, 2025 and May 4, 2024:

13 weeks ended May 3, 2025 13 weeks ended May 4, 2024
(in millions) North America International Other Consolidated North America International Other Consolidated
Sales by channel:
Store $ 1,125.3 $ 62.8 $ — $ 1,188.1 $ 1,094.3 $ 60.8 $ — $ 1,155.1
E-commerce 321.4 17.3 — 338.7 321.5 16.4 — 337.9
Other (1) 3.8 — 11.0 14.8 4.2 — 13.6 17.8
Total sales $ 1,450.5 $ 80.1 $ 11.0 $ 1,541.6 $ 1,420.0 $ 77.2 $ 13.6 $ 1,510.8

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

Extended service plans (“ESP”)

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

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 $11.5 million and $11.2 million during the 13 weeks ended May 3, 2025 and May 4, 2024, respectively.

Unamortized deferred ESP selling costs as of May 3, 2025, February 1, 2025 and May 4, 2024 were as follows:

(in millions) May 3, 2025 February 1, 2025 May 4, 2024
Other current assets $ 28.1 $ 28.4 $ 27.8
Other assets 80.8 81.3 82.2
Total deferred ESP selling costs $ 108.9 $ 109.7 $ 110.0

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Deferred revenue

Deferred revenue as of May 3, 2025, February 1, 2025 and May 4, 2024 was as follows:

(in millions) May 3, 2025 February 1, 2025 May 4, 2024
ESP deferred revenue $ 1,171.9 $ 1,170.8 $ 1,153.7
Other deferred revenue (1) 80.9 76.8 85.8
Total deferred revenue $ 1,252.8 $ 1,247.6 $ 1,239.5
Disclosed as:
Current liabilities $ 366.7 $ 362.5 $ 360.6
Non-current liabilities 886.1 885.1 878.9
Total deferred revenue $ 1,252.8 $ 1,247.6 $ 1,239.5

(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
(in millions) May 3, 2025 May 4, 2024
ESP deferred revenue, beginning of period $ 1,170.8 $ 1,158.7
Plans sold (1) 135.0 121.9
Revenue recognized (2) (133.9) (126.9)
ESP deferred revenue, end of period $ 1,171.9 $ 1,153.7

(1) Includes impact of foreign exchange translation.

(2) The Company recognized sales of $87.6 million and $85.2 million during the 13 weeks ended May 3, 2025 and May 4, 2024, respectively, related to deferred revenue that existed at the beginning of the periods.

  1. 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 used by the CODM to monitor and assess segment results compared to prior periods, forecasted results, and our 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.

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

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Financial information for each of Signet’s reportable segments for the 13 weeks ended May 3, 2025 and May 4, 2024 is presented in the tables below.

13 weeks ended May 3, 2025
(in millions) North America International Other Corporate and Unallocated Consolidated
Sales $ 1,450.5 $ 80.1 $ 11.0 $ — $ 1,541.6
Merchandise expense (557.4) (34.4) (13.8)
Services expense (43.4) (2.3)
Other cost of sales (267.3) (23.3) (0.9)
SG&A (484.2) (26.3) (15.5)
Other segment operating expense, net (1.1) (0.8) (0.2) (0.4)
Total segment operating income (loss) $ 97.1 $ (7.0) $ (3.9) $ (15.9) $ 70.3
Restructuring charges (1) (19.0)
Asset impairments (1) (3.2)
Interest income, net 0.8
Other non-operating expense, net (3.3)
Income before taxes $ 45.6 13 weeks ended May 4, 2024
--- --- --- --- --- --- --- --- --- --- ---
(in millions) North America International Other Corporate and Unallocated Consolidated
Sales $ 1,420.0 $ 77.2 $ 13.6 $ — $ 1,510.8
Merchandise expense (553.6) (30.7) (15.8)
Services expense (42.3) (2.6)
Other cost of sales (267.8) (24.7) (0.9)
SG&A (471.6) (26.5) (17.1)
Other segment operating income (expense), net 0.5 0.3 — (0.2)
Total segment operating income (loss) $ 85.2 $ (7.0) $ (3.1) $ (17.3) $ 57.8
Asset impairments (1) (1.9)
Restructuring charges (1) (4.6)
Loss on divestitures, net (2) (1.3)
Integration-related charges (3) (0.2)
Interest income, net 8.6
Other non-operating income, net 0.2
Income before taxes $ 58.6

(1)     Restructuring and asset impairment charges during the 13 weeks ended May 3, 2025 were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Restructuring and asset impairment charges during the 13 weeks ended May 4, 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.

(2)    Includes charges associated with the previously announced divestiture of the UK prestige watch business.

(3)    Includes severance and retention expenses related to the integration of Blue Nile.

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The following tables provide the Company’s total depreciation and amortization and total capital expenditures, by reportable segment, for the 13 weeks ended May 3, 2025 and May 4, 2024:

13 weeks ended
(in millions) May 3, 2025 May 4, 2024
Depreciation and amortization:
North America segment $ 34.5 $ 34.0
International segment 2.4 2.5
Other segment 0.1 0.1
Total depreciation and amortization $ 37.0 $ 36.6
Capital expenditures:
North America segment $ 35.2 $ 22.7
International segment 1.4 0.5
Other segment — 0.1
Total capital expenditures $ 36.6 $ 23.3

The following tables provide the Company’s total assets and total long-lived assets, by reportable segment, as of May 3, 2025, February 1, 2025 and May 4, 2024:

(in millions) May 3, 2025 February 1, 2025 May 4, 2024
Total assets:
North America segment $ 4,871.1 $ 5,045.8 $ 5,380.3
International segment 385.8 381.0 406.9
Other segment 92.0 93.2 91.9
Corporate and unallocated 103.0 206.6 272.1
Total assets $ 5,451.9 $ 5,726.6 $ 6,151.2
Total long-lived assets (1):
North America segment $ 1,243.0 $ 1,258.0 $ 1,594.5
International segment 36.2 34.7 34.6
Other segment 2.9 3.0 2.7
Total long-lived assets $ 1,282.1 $ 1,295.7 $ 1,631.8

(1)    Includes property, plant and equipment, net; goodwill; and intangible assets, net.

  1. 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)

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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 May 4, 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. Accumulated accretion recorded in the condensed consolidated balance sheet as of May 4, 2024 was $13.2 million. Upon final conversion, all direct and incremental expenses have been fully accreted.

Accretion of $0.9 million was recorded to Preferred Shares in the condensed consolidated balance sheets during the 13 weeks ended May 4, 2024.

  1. Shareholders’ equity

Dividends on common shares

Dividends declared on the common shares during the 13 weeks ended May 3, 2025 and May 4, 2024 were as follows:

Fiscal 2026 Fiscal 2025
(in millions, except per share amounts) Dividends <br>per share Total dividends Dividends <br>per share Total dividends
First quarter (1) $ 0.32 $ 13.4 $ 0.29 $ 12.9

(1)    Signet’s dividend policy results in the dividend payment date being a quarter in arrears from the declaration date. As of May 3, 2025 and May 4, 2024, there was $13.4 million and $12.9 million recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets reflecting the cash dividends declared for the first quarter of Fiscal 2026 and Fiscal 2025, respectively.

Dividends on Preferred Shares

Dividends declared on the Preferred Shares during the 13 weeks ended May 4, 2024 were as follows:

Fiscal 2025
(in millions, except per share amounts) Dividends <br>per share Total dividends (2)
First quarter (1) $ 13.14 $ 6.2

(1)    Signet’s dividend policy resulted in the Preferred Share dividend payment date being a quarter in arrears from the declaration date. As a result, as of May 4, 2024, $4.1 million was recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets reflecting the dividends on Preferred Shares declared for the first quarter of Fiscal 2025.

(2)    Dividends on the Preferred Shares during the first quarter of Fiscal 2025 included $2.1 million of accrued dividends paid in connection with the redemption 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. Since inception of the 2017 Program, the Company has repurchased approximately $1.5 billion of shares, with $605.6 million of shares authorized for repurchase remaining as of May 3, 2025.

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The share repurchase activity during the 13 weeks ended May 3, 2025 and May 4, 2024 was as follows:

13 weeks ended May 3, 2025 13 weeks ended May 4, 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 2.1 $ 117.4 $ 57.00 0.1 $ 7.4 $ 101.10

(1)    Includes amounts paid for commissions.

  1. 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
(in millions, except per share amounts) May 3, 2025 May 4, 2024
Numerator:
Net income (loss) attributable to common shareholders $ 33.5 $ (40.1)
Denominator:
Weighted average common shares outstanding 42.5 44.6
EPS – basic $ 0.79 $ (0.90)

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

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

13 weeks ended
(in millions, except per share amounts) May 3, 2025 May 4, 2024
Numerator:
Net income (loss) attributable to common shareholders $ 33.5 $ (40.1)
Denominator:
Basic weighted average common shares outstanding 42.5 44.6
Plus: Dilutive effect of share awards 0.2 —
Diluted weighted average common shares outstanding 42.7 44.6
EPS – diluted $ 0.78 $ (0.90)

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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
(in millions) May 3, 2025 May 4, 2024
Share awards 0.3 0.5
Potential impact of Preferred Shares — 2.9
Total antidilutive shares 0.3 3.4
  1. Accumulated other comprehensive income (loss)

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

(in millions) Foreign <br>currency <br>translation Losses on available-for-sale securities, net Gains (losses) <br>on cash flow <br>hedges Accumulated <br>other <br>comprehensive loss
Balance at February 1, 2025 $ (277.7) $ (0.2) $ 0.4 $ (277.5)
Other comprehensive income (loss) (“OCI”) before reclassifications 22.1 0.1 (0.7) 21.5
Amounts reclassified from AOCI to earnings — — 0.1 0.1
Net current period OCI 22.1 0.1 (0.6) 21.6
Balance at May 3, 2025 $ (255.6) $ (0.1) $ (0.2) $ (255.9)

The amounts reclassified from AOCI to earnings were as follows:

Amounts reclassified from AOCI
13 weeks ended
(in millions) May 3, 2025 May 4, 2024 Statement of operations caption
Gains on cash flow hedges:
Foreign currency contracts $ 0.1 $ (0.2) Cost of sales (see Note 13)
Total before income tax 0.1 (0.2)
Income taxes — —
Net of tax 0.1 (0.2)
  1. Income taxes
13 weeks ended
May 3, 2025 May 4, 2024
Estimated annual effective tax rate before discrete items 22.3 % 17.4 %
Discrete items recognized 4.2 % (6.3) %
Effective tax rate recognized in statements of operations 26.5 % 11.1 %

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 was effective for the Company beginning with Fiscal 2026.

During the 13 weeks ended May 3, 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 13 weeks ended May 3, 2025, including the tax shortfall for share-based compensation which vested during the year of $0.8 million.

The Company’s effective tax rate for the same period during the prior year was lower than the US federal corporate income tax rate, primarily as a result of the favorable impact of foreign rate differences and benefits from global reinsurance arrangements, as well as the discrete tax benefits related to the excess tax benefit for share-based compensation which vested during the quarter of $4.7 million.

As of May 3, 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.

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  1. Inventories

The following table provides the components of the Company’s inventories as of May 3, 2025, February 1, 2025 and May 4, 2024:

(in millions) May 3, 2025 February 1, 2025 May 4, 2024
Raw materials $ 56.5 $ 56.3 $ 59.7
Merchandise inventories 1,950.0 1,881.0 1,923.9
Total inventories $ 2,006.5 $ 1,937.3 $ 1,983.6
  1. Leases

The following table provides the components of total lease costs for the 13 weeks ended May 3, 2025 and May 4, 2024:

13 weeks ended
(in millions) May 3, 2025 May 4, 2024
Operating lease cost $ 95.4 $ 90.1
Short-term lease cost 12.6 19.2
Variable lease cost 24.8 25.6
Sublease income (0.3) (0.2)
Total lease costs $ 132.5 $ 134.7
  1. 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 May 4, 2024, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the first quarter of Fiscal 2025 requiring an interim impairment assessment for any reporting units with goodwill and indefinite-lived intangible assets.

Fiscal 2026

During the 13 weeks ended May 3, 2025, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the first 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 post-election macroeconomic environment in the US and abroad, including tariffs, economic and tax policy, inflation and interest rates. These factors could unfavorably impact 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, particularly for Diamonds Direct and Digital brands.

Goodwill

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

(in millions) North America
Balance at February 1, 2025 (1) $ 482.0
Balance at May 3, 2025 (1) $ 482.0

(1)    The carrying amount of goodwill is presented net of accumulated impairment losses of $848.5 million as of May 3, 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.

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

May 3, 2025 February 1, 2025 May 4, 2024
(in millions) Gross <br>carrying <br>amount Accumulated <br>amortization Net <br>carrying <br>amount Gross <br>carrying <br>amount Accumulated <br>amortization Net <br>carrying <br>amount Gross <br>carrying <br>amount Accumulated <br>amortization Net <br>carrying <br>amount
Intangible assets, net:
Definite-lived intangible assets $ 8.8 $ (6.1) $ 2.7 $ 11.2 $ (8.4) $ 2.8 $ 11.2 $ (7.9) $ 3.3
Indefinite-lived intangible assets (1) 304.9 — 304.9 304.4 — 304.4 398.9 — 398.9
Total intangible assets, net $ 313.7 $ (6.1) $ 307.6 $ 315.6 $ (8.4) $ 307.2 $ 410.1 $ (7.9) $ 402.2
Intangible liabilities, net $ (38.0) $ 36.7 $ (1.3) $ (38.0) $ 36.2 $ (1.8) $ (38.0) $ 34.9 $ (3.1)

(1)    The change in the indefinite-lived intangible asset balances during the periods presented was primarily due to the trade name impairment charges recorded in the second and fourth quarters of Fiscal 2025.

  1. Derivatives

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

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

Forward foreign currency exchange contracts (designated) — These contracts, which are principally in US dollars, are entered into to limit the impact of movements in foreign exchange rates on forecasted foreign currency purchases. The total notional amount of these foreign currency contracts outstanding as of May 3, 2025 was $11.4 million (February 1, 2025 and May 4, 2024: $13.3 million and $9.5 million, respectively). These contracts have been designated as cash flow hedges and will be settled over the next 11 months (February 1, 2025 and May 4, 2024: 11 months and 12 months, respectively). The fair value of outstanding contracts as well as related activity were not material for the periods presented.

There were no discontinued cash flow hedges during the 13 weeks ended May 3, 2025 and May 4, 2024 as all forecasted transactions are expected to occur as originally planned. As of May 3, 2025, based on current valuations, the Company expects approximately $0.4 million of net pre-tax derivative losses to be reclassified out of AOCI into earnings within the next 12 months.

Forward foreign currency exchange contracts (undesignated) — Foreign currency contracts not designated as cash flow hedges are used to limit the impact of movements in foreign exchange rates on recognized foreign currency payables and to hedge currency flows through Signet’s bank accounts to mitigate Signet’s exposure to foreign currency exchange risk in its cash and borrowings. The total notional amount of these foreign currency contracts outstanding as of May 3, 2025 was $114.3 million (February 1, 2025 and May 4, 2024: $86.6 million and $69.4 million, respectively).

The Company recognizes activity related to these derivative instruments within other operating expense, net in the condensed consolidated statements of operations. Gains were $5.2 million and losses were $1.5 million during the 13 weeks ended May 3, 2025 and May 4, 2024, respectively.

The bank counterparties to the derivative instruments expose the Company to credit-related losses in the event of their non-performance. However, to mitigate that risk, the Company only contracts with counterparties that meet certain minimum requirements under its counterparty risk assessment process. As of May 3, 2025, the Company believes that this credit risk did not materially change the fair value of the foreign currency contracts.

  1. Fair value measurement

The estimated fair value of Signet’s financial instruments held or issued to finance 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

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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:

May 3, 2025 February 1, 2025 May 4, 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 $ 5.3 $ 5.3 $ — $ 5.2 $ 5.2 $ — $ 5.2 $ 5.2 $ —
Foreign currency contracts — — — 0.4 — 0.4 0.1 — 0.1
US government agency securities — — — — — — 0.5 — 0.5
Corporate bonds and notes — — — — — — 0.5 — 0.5
Total assets $ 5.3 $ 5.3 $ — $ 5.6 $ 5.2 $ 0.4 $ 6.3 $ 5.2 $ 1.1
Liabilities:
Foreign currency contracts $ (0.6) $ — $ (0.6) $ (0.7) $ — $ (0.7) $ (0.3) $ — $ (0.3)
Total liabilities $ (0.6) $ — $ (0.6) $ (0.7) $ — $ (0.7) $ (0.3) $ — $ (0.3)

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

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

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

May 4, 2024
(in millions) Carrying <br>Value Fair Value
4.70% Senior unsecured notes due in June 2024 (Level 2) (1) $ 147.8 $ 147.4

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

  1. Long-term debt

The following table summarizes the details of the Company’s long-term debt as of May 3, 2025, February 1, 2025 and May 4, 2024:

(in millions) May 3, 2025 February 1, 2025 May 4, 2024
Debt:
4.70% Senior unsecured notes due in June 2024, net of unamortized discount $ — $ — $ 147.8
Gross debt — — 147.8
Less: Current portion of long-term debt — — (147.8)
Total long-term debt $ — $ — $ —

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Senior unsecured notes due 2024

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

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

Asset-based credit facility

On September 27, 2019, the Company entered into a senior secured asset-based revolving credit facility in an aggregate committed amount of $1.5 billion (the “ABL”). The Company has the option to increase the size of the ABL by up to an additional $600 million. On August 23, 2024, the Company entered into the Fourth Amendment to the Credit Agreement (the “Fourth Amendment”) to amend the ABL. The Fourth Amendment extended the maturity of the ABL from July 28, 2026 to August 23, 2029, and reduced the ABL aggregate commitment to $1.2 billion. In addition, the Fourth Amendment expands the assets counted in the calculation of the 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 outstanding borrowings on the ABL for the periods presented and its available borrowing capacity was $1.1 billion as of May 3, 2025.

  1. 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
(in millions) May 3, 2025 May 4, 2024
Warranty reserve, beginning of period $ 39.0 $ 43.7
Warranty (credit) expense (0.6) 2.3
Utilized (1) (2.2) (2.8)
Warranty reserve, end of period $ 36.2 $ 43.2

(1)     Includes impact of foreign exchange translation.

(in millions) May 3, 2025 February 1, 2025 May 4, 2024
Disclosed as:
Accrued expenses and other current liabilities $ 9.5 $ 10.3 $ 11.6
Other liabilities - non-current 26.7 28.7 31.6
Total warranty reserve $ 36.2 $ 39.0 $ 43.2
  1. Other operating expense, net

The following table provides the components of other operating expense, net for the 13 weeks ended May 3, 2025 and May 4, 2024:

13 weeks ended
(in millions) May 3, 2025 May 4, 2024
Restructuring charges (1) $ (19.0) $ (4.6)
Asset impairments, net (1) (3.2) (2.4)
Other (2.5) (0.2)
Other operating expense, net $ (24.7) $ (7.2)

(1)     See Note 18 for additional information.

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  1. 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 severance and other employee-related costs, contract termination costs, and store closure costs.

During the 13 weeks ended May 3, 2025, the Company recorded charges related to the Plan of $22.2 million, consisting of the following: $18.2 million for severance and other employee-related costs; $0.8 million for store closure costs; and $3.2 million related to asset impairments. These costs are recorded within other operating expense, net within the condensed consolidated statements of operations. As of May 3, 2025, the Company has $18.2 million of accrued restructuring charges related to the Plan, 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 $30 million to $45 million, including $10 million to $15 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 weeks ended May 4, 2024, the Company recorded charges related to the Fiscal 2024 Plan of $6.5 million, consisting of the following: $2.2 million for employee-related costs; $2.4 million for store closure costs; and $1.9 million related to asset impairments. These costs are recorded within other operating expense, net within the condensed consolidated statements of operations. There are no significant liabilities related to the Fiscal 2024 Plan remaining as of May 3, 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.

  1. Supplier finance program

The Company entered into a supplier finance program during Fiscal 2024. Under this program, a financial intermediary acts as the Company’s paying agent with respect to accounts payable due to certain suppliers. The Company agrees to pay the financial intermediary the stated amount of the confirmed invoices from the designated suppliers on the original maturity dates of the invoices. The supplier finance program enables Company suppliers to be paid by the financial intermediary earlier than the due date on the applicable invoice. The Company negotiates payment terms directly with its suppliers for the purchase of goods and services. No guarantees or collateral are provided by the Company under the supplier finance program. As of May 3, 2025, the Company had $8.6 million of confirmed invoices outstanding under the supplier finance program (February 1, 2025 and May 4, 2024: $12.9 million and $17.9 million, respectively). All activity related to the supplier finance program is included in accounts payable in the condensed consolidated balance sheets and within operating activities in the condensed consolidated statements of cash flows.

  1. Commitments and contingencies

Legal proceedings

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

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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 weeks ended May 3, 2025 and May 4, 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," "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; 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 recently 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 intelligence; security breaches and other disruptions to our or

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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 the world’s largest retailer of diamond jewelry and is incorporated in Bermuda. The Company operated 2,633 retail locations as of May 3, 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 2,280 locations in the US and 91 locations in Canada as of May 3, 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 262 locations in the UK and Republic of Ireland as of May 3, 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 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 - First quarter Fiscal 2026

Signet’s sales increased by 2.0% during the first quarter of Fiscal 2026 compared to the same period in Fiscal 2025. During the first quarter, the Company saw positive same stores sales growth of 2.5% driven by increased merchandise average unit retail (“AUR”) in both bridal and fashion, unit growth in engagements, closing gaps in key price points and expanding our assortment. This overall year over year improvement was softened by an approximate 140 basis point drag from underperformance in the James Allen brand in the first quarter. During the first quarter of Fiscal 2026, AUR increased by 8.9% in the North America reportable segment and 2.8% in the International reportable segment compared to the first quarter of Fiscal 2025. AUR in North America was bolstered by a focus on key price points in both bridal and fashion, as noted above, specifically in our Kay, Zales and Jared brands. Same store sales in the International reportable segment were up 4.5% in the first quarter.

Refer to the “Results of Operations” section below for additional information on performance during the first quarter of Fiscal 2026.

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Fiscal 2026 Outlook

The Company anticipates same store sales to be down 2.0% to up 1.5% for Fiscal 2026 providing for some variability in an uncertain consumer spending environment. The Company believes it can continue the first quarter trends on fashion and bridal at key price points and expand margins as our assortment and promotional flexibility should more than offset impacts from existing tariffs. The Company believes that under its new Grow Brand Love strategy it can deliver long term sustainable growth by better aligning our brands to their unique customer expectations, as well as offering a balanced assortment in both bridal and fashion. In addition, concentrating on our three largest brands - Kay, Zales and Jared - creates the most meaningful impact on growth, most immediately through assortment architecture, promotion management, and maximizing the investments in our e-commerce channel.

The Company continues to evaluate the impacts of certain macroeconomic factors on its business, such as tariffs, inflation and the Russia-Ukraine and Middle East conflicts. The Company is closely monitoring ongoing activities related to changes to US economic policy, including potential impacts from both taxes and tariffs. Signet looks to navigate tariffs through a combination of vendor negotiations, value engineering of new merchandise to avoid retail increases where possible, as well as promotion and lifecycle management. 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 lab-grown diamonds, continued inflationary impacts to the Company (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 First Quarter Fiscal 2026 to First Quarter Fiscal 2025

First Quarter
Fiscal 2026 Fiscal 2025
(in millions) % of sales % of sales
Sales 100.0 % 100.0 %
Cost of sales (942.8) (61.2) (938.4) (62.1)
Gross margin 598.8 38.8 572.4 37.9
Selling, general and administrative expenses (526.0) (34.1) (515.4) (34.1)
Other operating expense, net (24.7) (1.6) (7.2) (0.5)
Operating income 48.1 3.1 49.8 3.3
Interest income, net 0.8 0.1 8.6 0.6
Other non-operating (expense) income, net (3.3) (0.2) 0.2 —
Income before income taxes 45.6 3.0 58.6 3.9
Income taxes (12.1) (0.8) (6.5) (0.4)
Net income 2.2 % 3.4 %
Dividends on redeemable convertible preferred shares — nm (92.2) nm
Net income (loss) attributable to common shareholders 2.2 % (2.7) %

All values are in US Dollars.

nm    Not meaningful.

First quarter sales

Signet's total sales increased 2.0% year over year to $1.54 billion in the 13 weeks ended May 3, 2025. Same store sales increased 2.5%, compared to a decrease of 8.9% in the prior year quarter. These increases were primarily from closing merchandise assortment gaps at key gifting price points both in fashion and in bridal, as well as increased AUR in both categories, however were softened by an approximate 140 basis point drag from underperformance in the James Allen brand in the first quarter.

E-commerce sales in the first quarter of Fiscal 2026 were $338.7 million, up $0.8 million or 0.2%, compared to $337.9 million in the prior year first quarter. E-commerce sales accounted for 22.0% of first quarter sales, a slight decrease compared to 22.4% of total sales in the prior year first quarter. Brick and mortar same store sales increased 2.9% from the prior year first quarter.

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

Change from previous year
First Quarter of Fiscal 2026 Same store <br>sales Non-same <br>store sales, <br>net Total sales<br><br>at constant<br><br>exchange rate (1) Exchange <br>translation <br>impact Total sales<br>as reported Total <br>reported sales <br>(in millions)
North America reportable segment 2.3 % — % 2.3 % (0.2) % 2.1 % $ 1,450.5
International reportable segment 4.5 % (3.0) % 1.5 % 2.3 % 3.8 % 80.1
Other reportable segment (2) nm nm nm nm nm 11.0
Signet 2.5 % (0.5) % 2.0 % — % 2.0 % $ 1,541.6

(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 sales divided by merchandise units. AUR is measured each period based on reported sales for the corresponding period presented.

North America sales

The North America reportable segment’s total sales were $1.45 billion compared to $1.42 billion in the prior year quarter, or an increase of 2.1%. This increase was primarily from closing merchandise assortment gaps at key gifting price points both in fashion and in bridal, as well as increased AUR in fashion. This increase was softened by the underperformance of the James Allen brand noted above. The number of units sold decreased 6.6% year over year. Same store sales increased 2.3% compared to a decrease of 9.2% in the prior year quarter.

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International sales

The International reportable segment’s total sales increased 3.8%, or 1.5% at constant exchange rates, to $80.1 million compared to $77.2 million in the prior year quarter. The number of units sold decreased 1.1% and AUR increased 2.8% year over year. Same store sales increased 4.5% compared to a decrease of 3.2% in the prior year quarter. The total reported sales increase was slightly lower than same store sales due to store closures.

Gross margin

In the first quarter of Fiscal 2026, gross margin was $598.8 million or 38.8% of sales compared to $572.4 million or 37.9% of sales in the prior year quarter. Gross margin in total dollars and as a percentage of sales increased compared to the prior year quarter reflecting merchandise margin expansion driven by higher AUR in both fashion and bridal, as discussed above, and a balanced promotional strategy, as well as leveraging of fixed costs such as occupancy.

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

In the first quarter of Fiscal 2026, SG&A was $526.0 million or 34.1% of sales compared to $515.4 million or 34.1% of sales in the prior year quarter. The increase in SG&A compared to the prior year quarter was primarily driven by increases in store payroll and marketing expenses.

Other operating expense, net

In the first quarter of Fiscal 2026, other operating expense was $24.7 million, compared to $7.2 million in the prior year quarter. The 13 weeks ended May 3, 2025 primarily included restructuring and asset impairment charges of $22.2 million related to the actions under the Company’s new corporate strategy, Grow Brand Love. The 13 weeks ended May 4, 2024 primarily included restructuring and asset impairment charges of $7.0 million. See Note 17 and Note 18 for additional information.

Operating income

For the first quarter of Fiscal 2026, operating income was $48.1 million, or 3.1% of sales, compared to operating income of $49.8 million or 3.3% of sales in the prior year quarter. The decrease in operating income for the 13 weeks ended May 3, 2025 was primarily driven by restructuring costs, partially offset by stronger sales performance and gross margin as described above.

North America operating income

In the first quarter, operating income in the North America reportable segment was $83.0 million, or 5.7% of segment sales, and includes $10.9 million of restructuring charges and $3.2 million of asset impairment charges primarily related to long-lived assets. In the prior year quarter, operating income in the North America reportable segment was $83.2 million, or 5.9% of segment sales, and included $2.0 million of asset impairment charges primarily related to planned store closures and $0.6 million of restructuring charges.

International operating income

In the first quarter, operating loss in the International reportable segment was $7.0 million, or (8.7)% of segment sales. In the prior year quarter, operating loss in the International reportable segment was $13.0 million, or (16.8)% of segment sales, and included $4.0 million of restructuring charges and $1.3 million of net losses from the previously announced divestiture of the UK prestige watch business.

Corporate and unallocated expenses

In the first quarter, corporate and unallocated expenses were $24.0 million and includes $8.1 million of restructuring charges. In the prior year quarter, corporate and unallocated expenses were $17.3 million.

Interest income, net

For the 13 weeks ended May 3, 2025, net interest income was $0.8 million, compared to $8.6 million in the 13 weeks ended May 4, 2024. The decrease in the current year quarter was the result of lower cash balances earning interest as compared with the prior year quarter, primarily due to cash used over the past year related to the Preferred Shares retirement, repayment of the Senior Notes and common share repurchases.

Income taxes

In the first quarter of Fiscal 2026, income tax expense was $12.1 million, with an effective tax rate (“ETR”) of 26.5%, compared to income tax expense of $6.5 million, with an ETR of 11.1%, 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 was effective for the Company beginning with Fiscal 2026. The ETR for the first quarter of Fiscal 2026 was higher than the Bermuda 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 13 weeks ended May 3, 2025, including the tax shortfall for share-based compensation which vested during the year of $0.8 million.

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The ETR for the first quarter of Fiscal 2025 was lower than the US federal income tax rate, primarily due to the favorable impact of foreign rate differences and benefits from global reinsurance arrangements, as well as the discrete tax benefit related to share-based compensation which vested during the prior year quarter of $4.7 million.

Refer to Note 9 for additional information.

NON-GAAP MEASURES

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

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

  1. Net cash

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

(in millions) May 3, 2025 February 1, 2025 May 4, 2024
Cash and cash equivalents $ 264.1 $ 604.0 $ 729.3
Less: Current portion of long-term debt — — (147.8)
Net cash $ 264.1 $ 604.0 $ 581.5
  1. Free cash flow

Free cash flow is a non-GAAP measure defined as the net cash 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
(in millions) May 3, 2025 May 4, 2024
Net cash used in by operating activities $ (175.3) $ (158.2)
Capital expenditures (36.6) (23.3)
Free cash flow $ (211.9) $ (181.5)
  1. Earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA

EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization. EBITDA is an important indicator of operating performance as it excludes the effects of financing and investing activities by eliminating the effects of interest, income taxes, depreciation and amortization costs. Adjusted EBITDA is a non-GAAP measure, defined as earnings before interest, income taxes, depreciation and amortization, share-based compensation expense, non-operating expense, net and certain non-GAAP accounting adjustments. Reviewed in conjunction with net income and operating income, management believes that EBITDA and adjusted EBITDA 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.

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13 weeks ended
(in millions) May 3, 2025 May 4, 2024
Net income $ 33.5 $ 52.1
Income taxes 12.1 6.5
Interest income, net (0.8) (8.6)
Depreciation and amortization 37.0 36.6
Amortization of unfavorable contracts (0.5) (0.5)
EBITDA $ 81.3 $ 86.1
Other non-operating expense (income), net 3.3 (0.2)
Share-based compensation 7.0 7.6
Other accounting adjustments
Restructuring charges (1) 19.0 4.6
Asset impairments (1) 3.2 1.9
Loss on divestitures, net (2) — 1.3
Integration-related expenses (3) — 0.2
Adjusted EBITDA $ 113.8 $ 101.5

(1)    Restructuring and asset impairment charges during the 13 weeks ended May 3, 2025 were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Restructuring and asset impairment charges during the 13 weeks ended May 4, 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

(2)    Includes net losses from the previously announced divestiture of the UK prestige watch business.

(3)    Includes severance and retention expenses related to the integration of Blue Nile.

  1. Adjusted operating income and adjusted operating margin

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

13 weeks ended
(in millions) May 3, 2025 May 4, 2024
Operating income $ 48.1 $ 49.8
Restructuring charges (1) 19.0 4.6
Asset impairments (1) 3.2 1.9
Loss on divestitures, net (2) — 1.3
Integration-related expenses (3) — 0.2
Adjusted operating income $ 70.3 $ 57.8
Operating margin 3.1 % 3.3 %
Adjusted operating margin 4.6 % 3.8 %

(1)    Restructuring and asset impairment charges during the 13 weeks ended May 3, 2025 were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Restructuring and asset impairment charges during the 13 weeks ended May 4, 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.

(2)    Includes net losses from the previously announced divestiture of the UK prestige watch business.

(3)    Includes severance and retention expenses related to the integration of Blue Nile.

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  1. Adjusted diluted EPS

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

13 weeks ended
May 3, 2025 May 4, 2024
Diluted EPS $ 0.78 $ (0.90)
Restructuring charges (1) 0.46 0.10
Asset impairments (1) 0.07 0.04
Loss on divestitures, net (2) — 0.03
Tax impact of items above (0.13) (0.04)
Deemed dividend on redemption of Preferred Shares (3) — 1.91
Dilution effect (4) — (0.03)
Adjusted diluted EPS $ 1.18 $ 1.11

(1)    Restructuring and asset impairment charges during the 13 weeks ended May 3, 2025 were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Restructuring and asset impairment charges during the 13 weeks ended May 4, 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.

(2)    Includes net losses from the previously announced divestiture of the UK prestige watch business.

(3)    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.

(4)    Adjusted diluted EPS for the 13 weeks ended May 4, 2024 was calculated using 48.0 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 May 3, 2025, the Company had $264.1 million of cash and cash equivalents and no outstanding borrowings on the ABL. The available borrowing capacity on the ABL was $1.1 billion as of May 3, 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 is in the process of restructuring to streamline operations, increase efficiencies, improve accountability and reduce costs. Streamlining the organization is expected 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. 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 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

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$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 repurchased $117.4 million of common shares during the 13 weeks ended May 3, 2025 with $605.6 million of shares authorized for repurchase remaining as of May 3, 2025. See Note 6 for additional information related to the common share repurchases.

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

Primary sources and uses of operating cash flows

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

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

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

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

Summary cash flow

The following table provides a summary of Signet’s cash flow activity for Fiscal 2026 and Fiscal 2025:

13 weeks ended
(in millions) May 3, 2025 May 4, 2024
Net cash used in operating activities $ (175.3) $ (158.2)
Net cash used in investing activities (36.6) (21.5)
Net cash used in financing activities (137.3) (467.5)
Decrease in cash and cash equivalents $ (349.2) $ (647.2)
Cash and cash equivalents at beginning of period $ 604.0 $ 1,378.7
Decrease in cash and cash equivalents (349.2) (647.2)
Effect of exchange rate changes on cash and cash equivalents 9.3 (2.2)
Cash and cash equivalents at end of period $ 264.1 $ 729.3

Operating activities

Net cash used in operating activities was $175.3 million during the 13 weeks ended May 3, 2025 compared to $158.2 million in the prior year comparable period. The change in operating cash flows compared to prior year was primarily driven by higher paydowns of accounts payable year over year. The significant movements in operating cash flows are further described below:

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•Net income was $33.5 million compared to net income of $52.1 million in the prior year period, a decrease of $18.6 million. This decrease was primarily the result of restructuring charges of $19.0 million and higher SG&A in Fiscal 2026, partially offset by higher gross profit.

•The change in current income taxes was a use of $7.5 million in the current period compared to a use of $38.6 million in the prior year. The current year use was primarily the result of net income tax payments of $16.2 million, compared to net income tax payments of $45.3 million in the prior year period.

•Cash used by inventory was $56.1 million, consistent with a use of $48.9 million in the prior year, reflecting seasonal replenishment of inventories following the fourth quarter.

•Cash used by accounts payable was $187.5 million compared to a use of $136.7 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 Holiday Season merchandise purchases. The increased use compared to the prior first quarter is due to timing and mix of payables.

•Cash used by accrued expenses and other liabilities was $5.4 million, compared to a use of $40.8 million in the prior year period. The difference compared to the prior year comparable period is primarily due to timing of advertising payments.

Investing activities

Net cash used in investing activities for the 13 weeks ended May 3, 2025 was $36.6 million compared to a use of $21.5 million in the prior year period. Cash used in Fiscal 2026 was related to capital expenditures of $36.6 million. 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. In Fiscal 2025, net cash used in investing activities was primarily related to capital expenditures of $23.3 million.

Stores opened and closed in the 13 weeks ended May 3, 2025:

February 1, 2025 Openings Closures May 3, 2025
North America segment (1) 2,379 5 (13) 2,371
International segment (1) 263 — (1) 262
Signet 2,642 5 (14) 2,633

(1)    The net change in selling square footage for Fiscal 2026 for the North America and International segments was (0.1%) and (0.4%), respectively.

Financing activities

Net cash used in financing activities for the 13 weeks ended May 3, 2025 was $137.3 million, consisting of the repurchase of $117.4 million of common shares, common share dividends paid of $12.6 million, and payments for withholding taxes related to the settlement of the Company’s share-based compensation awards of $7.3 million.

Net cash used in financing activities for the 13 weeks ended May 4, 2024 was $467.5 million, consisting of the repurchase of the Preferred Shares of $412.0 million, the repurchase of $7.4 million of common shares, payments for withholding taxes related to the settlement of the Company’s share-based compensation awards of $27.6 million, and preferred and common share dividends paid of $20.5 million.

Movement in cash and indebtedness

Cash and cash equivalents at May 3, 2025 were $264.1 million compared to $729.3 million as of May 4, 2024. The decrease year over year was primarily driven by the retirement of Preferred Shares in Fiscal 2025, the repayment of the Senior Notes upon maturity in the second quarter of Fiscal 2025 and common share repurchases, as described above, partially offset by cash flow from operations. Signet holds cash and cash equivalents at a number of large, highly-rated financial institutions. The amount held at each financial institution takes into account the credit rating and size of the financial institution and is held for short-term durations.

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

There were no borrowings under the ABL during the 13 weeks ended May 3, 2025 and May 4, 2024. Available borrowing capacity under the ABL was $1.1 billion as of May 3, 2025.

The Company had no outstanding debt as of May 3, 2025. As further described in Note 15, the Company fully repaid the Senior Notes upon maturity in the second quarter of Fiscal 2025 using cash on hand. At May 4, 2024, Signet had $147.8 million of outstanding debt, consisting entirely of the Senior Notes.

As of May 3, 2025, February 1, 2025 and May 4, 2024, the Company was in compliance with all debt covenants.

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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. 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 the Digital brands and Diamonds Direct reporting units as well as the Blue Nile, James Allen, and Diamonds Direct trade names. During Fiscal 2025, the Company determined that quantitative impairment assessments were required for the Digital brands and Diamonds Direct reporting units as well as the related Blue Nile, James Allen, and Diamonds Direct trade names. In addition to the general macroeconomic impacts over the past year, these 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 in recent years, as well as the previously discussed challenges related to the integration of Blue Nile and lower traffic post re-platforming due to search engine optimization issues unique to their business.

Based on the most recent quantitative assessments, the fair value of the Diamonds Direct reporting unit exceeded its carrying value of $251.2 million by approximately 11%, while the carrying values of the Digital brands goodwill and the Blue Nile, James Allen and Diamonds Direct trade names approximate their estimated fair values of $53.6 million, $19.0 million, $15.0 million and $112.0 million, respectively.

Management noted uncertainties exist related to the post-election macroeconomic environment in the US and abroad, including tariffs, economic and tax policy, inflation and interest rates. These factors could unfavorably impact 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, particularly for Diamonds Direct and Digital brands as described above. For example, an increase in the discount rate of 0.5% to all of the aforementioned impaired trade names and reporting unit, assuming no other changes to assumptions, would have resulted in additional impairment charges of approximately $8 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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

Signet’s market risk profile as of May 3, 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 May 3, 2025.

Changes in internal control over financial reporting

There were no changes to the Company’s internal control over financial reporting during the first 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

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 that was filed with the SEC on March 19, 2025.

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 first quarter of Fiscal 2026:

Period Total number of<br><br>shares purchased Average price paid<br><br>per share (1) Total number of shares purchased as part of publicly announced plans or programs Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
February 2, 2025 to March 1, 2025(2) 282,546 $ 55.32 282,546 $ 707,405,002
March 2, 2025 to March 29, 2025 397,401 $ 59.77 397,401 $ 683,658,030
March 30, 2025 to May 3, 2025(3) 1,380,206 $ 56.53 1,380,206 $ 605,631,688
Total 2,060,153 $ 56.99 2,060,153 $ 605,631,688

(1)    The average price paid per share excludes commissions paid of $30,888 in connection with the repurchases made under the 2017 Share Repurchase Program.

(2)    Includes shares repurchased under a 10b5-1 Trading Plan adopted by the Company under the 2017 Share Repurchase Program entered into for the period between January 6, 2025 - March 18, 2025 to repurchase up to $35 million of common shares pursuant to a trading grid at prices ranging from $65 to $120 per share.

(3)    Includes shares repurchased under a 10b5-1 Trading Plan adopted by the Company under the 2017 Share Repurchase Program entered into for the period between April 21, 2025 - June 2, 2025 to repurchase up to $25 million of common shares pursuant to a trading grid at prices ranging from $50 to $85 per share.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During the first quarter of Fiscal 2026, the following officer of the Company, as defined in Rule 16a-1(f), terminated a Rule 10b5-1 Trading Arrangement (as defined in Item 408(a) of Regulation S-K) to sell common shares:

Name Title Termination Date Expiration Date Maximum aggregate number of shares to be sold
Joan M. Hilson Chief Operating and Financial Officer March 24, 2025 July 3, 2025 49,956

No other directors or officers of the Company have adopted, modified, or terminated a Rule 10b5-1 Trading Arrangement or Non-Rule 10b5-1 Trading Arrangement (as each term is defined in Item 408(a) of Regulation S-K) during the first quarter of Fiscal 2026.

Executive Retention Awards

To incentivize the retention of key leadership through the execution of the Grow Brand Love strategic plan and ongoing leadership transitions, on June 1, 2025, the Human Capital Management & Compensation Committee of the Board approved special restricted stock unit (“RSU”) and performance-based restricted stock unit (“PSU”) awards to Joan M. Hilson, the Company’s Chief Operating and Financial Officer, in each case granted on June 2, 2025.

Ms. Hilson received a special retention RSU award, make-whole RSU award and make-whole PSU award. The special retention RSU award had a grant date value of $2,500,000, which is approximately equivalent to Ms. Hilson’s annual Long-Term Incentive Plan (“LTIP”) award for Fiscal 2026. The retention award is eligible to vest in full on the third anniversary of the grant date, subject to Ms. Hilson’s continued employment in good standing through such vesting date. The award will terminate without vesting if Ms. Hilson fails to be in good standing, retires or is terminated for cause prior to the vesting date and will vest in full if she is terminated without cause prior to the vesting date.

The make-whole RSU and PSU awards were granted to align Ms. Hilson’s Fiscal 2026 awards with a recent increase to her annual LTIP target opportunity from 280% to 330%. Each make-whole award has substantially the same terms as the Company’s current

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standard form of RSU and PSU award agreements, except that these make-whole awards expressly exclude any special vesting treatment upon retirement. Each such award will terminate without vesting if Ms. Hilson fails to be in good standing, retires or is terminated for cause prior to the vesting date and, in accordance with the terms of her amended and restated termination protection agreement, a pro-rated portion of such award will vest if she is terminated without cause while in good standing prior to the vesting date.

Beginning in April 2025, the Company’s RSU awards entitle award holders to receive dividend equivalent rights in the form of additional RSUs that vest on the same terms as the underlying RSUs. The current standard form of RSU award agreement, which includes these dividend equivalent provisions, is filed as Exhibit 10.1 to this Form 10-Q. Ms. Hilson’s special retention RSU award was granted in accordance with the form of Time-Based Restricted Stock Retention Award Agreement filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended November 2, 2024 filed on December 5, 2024, with the addition of the dividend equivalent rights and other terms noted above.

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ITEM 6. EXHIBITS

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

Number Description of Exhibits
10.1* † Form of Signet Jewelers Limited 2018 Omnibus Incentive Plan Time-Based Restricted Stock Unit Award Notice and Agreement (Post April 1, 2025 Awards).
31.1* Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith.
--- ---
** Furnished herewith.
† Management contract or compensatory plan or arrangement.

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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: June 3, 2025 By: /s/ Joan M. Hilson
Name: Joan M. Hilson
Title: Chief Operating and Financial Officer<br>(Principal Financial Officer)

37

Document

Exhibit 10.1

Signet Jewelers Limited

Second Amended and Restated 2018 Omnibus Incentive Plan

Restricted Stock Unit

Award Notice

Grantee:    [FIRST_NAME] [LAST_NAME]

Grant Date:    [DATE OF AGREEMENT]

Number of Units:    [______]

Vesting:    The Restricted Stock Units will vest: [______] pursuant to Section 2 of the Agreement.

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

GRANTEE<br><br><br><br><br><br>BY:_________________________<br><br>[Name] SIGNET JEWELERS LIMITED<br><br><br><br><br><br>BY: __________________________<br><br>Name: Karen Cho<br>Title: Chief People Officer

Signet Jewelers Limited

Second Amended and Restated 2018 Omnibus Incentive Plan

Restricted Stock Unit

Award Agreement

[DATE OF AGREEMENT]

SECTION 1.    GRANT OF RESTRICTED STOCK UNIT AWARD.

(a)    Restricted Stock Unit Award.

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

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

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

SECTION 2.    VESTING AND FORFEITURE.

(a)    Vesting. Subject to the provisions of this Agreement, [one-third (1/3rd)] of the Units awarded under this Agreement shall vest on each of the [first, second and third] anniversaries of the Grant Date (each date, a “Vesting Date”), subject to the Grantee’s continuous provision of Services to the Signet Group through and including the applicable Vesting Date; provided that, if the total number of Units is not evenly divisible by three, then no fractional Units shall vest and the installments shall be as equal as possible with the smaller installments vesting first. The Committee also may, in its discretion, accelerate the vesting of all or any portion of the Units upon any termination of Service during the Grant Period.

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

(i)    If, following the six-month anniversary of the Grant Date, Grantee’s Service terminates due to death, a Pro Rata Portion of the Units shall vest as of the date of termination of Service.

(ii)    If, following the six-month anniversary of the Grant Date, Grantee’s Service terminates due to Disability, a Pro Rata Portion of the Units shall vest as of the date of termination of Service.

(iii)    [If, following the six-month anniversary of the Grant Date, upon the Grantee’s Retirement, one hundred percent (100%) of the then-unvested Units shall become fully vested and nonforfeitable and a prorated amount of such Units shall be settled within 70 days following each then-remaining Anniversary Date.]1

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

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

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

(d)    Termination Protection Agreement (if applicable). Notwithstanding anything to the contrary in this Agreement, if the Grantee is a party to a Termination Protection Agreement or other employment agreement providing similar protections with Sterling Jewelers Inc. or one of its Affiliates in the Signet Group (the “TPA”) upon the Grantee’s termination of Service, then the TPA shall govern the treatment of the Units upon a termination of the Grantee’s Service (which may refer to and continue to apply the terms contained in this Agreement).

SECTION 3.    DEFINITIONS.

1 Retirement-eligible participants will typically enter into a modified form of this award agreement that will provide for this treatment upon retirement. This alternate form will generally maintain the same economic terms, but structure the vesting events and settlement timing in a manner to comply with Section 409A.

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

(b)    For purposes of this Agreement:

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

(ii)    “Cause” shall have the meaning set forth in the Grantee’s TPA in effect at the time such event that would constitute “Cause” occurs or, if no such TPA exists or if there is no definition of “Cause” or like term contained in such agreement, then “Cause” shall mean (A) fraud, embezzlement, gross insubordination on the part of the Grantee or any act of moral turpitude or misconduct (which misconduct adversely affects the business or reputation of any member of the Signet Group) by the Grantee; (B) conviction of, or the entry of a plea of no contest by, the Grantee for any offence or felony under any state or United States federal law; (C) a material breach of, or the willful failure or refusal by the Grantee to perform and discharge, his or her duties, responsibilities or obligations under this Agreement and any other agreement relating to the Grantee’s provision of Service to any member of the Signet Group; or (D) any other misconduct that would constitute cause pursuant to any state or United States federal law.

(iii)    “Disability” shall mean, that the administrator of the Company’s long-term disability plan has determined that the Participant is eligible for long-term disability benefits by reason of any medically determination physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

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

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

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

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

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

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

SECTION 4.     SETTLEMENT OF UNITS; DIVIDEND EQUIVALENT RIGHTS.

(a)    Time and Method of Settlement.

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

(ii)    Vested Units shall be converted into an equivalent number of Shares that will be distributed to the Grantee (or the Grantee’s legal representative), unless the Company elects to settle the Vested Units in cash. The Company may at its election either (A) at the time of settlement, issue a certificate representing the Shares subject to this Agreement, or (B) not issue any certificate representing Shares subject to this Agreement and instead document the Grantee’s interest in the Shares by registering the Shares with the Company’s transfer agent (or another custodian selected by the Company) in book-entry form. The Company may provide a reasonable delay in the issuance or delivery of vested Shares as it determines appropriate to address tax withholding and other administrative matters, so long as such delay does not cause a violation of Section 409A. In lieu of any fractional Share being issued to the Grantee, the Grantee shall be entitled to receive a cash payment equal to the value of such fractional Share, determined based on the Fair Market Value of a Share on the date such fractional Share would have otherwise been issued.

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

(c)    Dividend Equivalent Rights. On each date that the Company pays an ordinary cash dividend to holders of Shares after the Grant Date and prior to the last settlement date hereunder, the applicable number of Units in each unvested annual tranche shall be increased by an amount equal to (i) the applicable number of unvested Units in such tranche on the dividend record date, multiplied by (ii) the dollar amount of the per Share cash dividend, and divided by (iii) the Fair Market Value per Share on the dividend payment date (the “Additional Units”). Any fractional Unit resulting from such calculation shall be included in the Additional Units so credited with respect to such tranche. The Additional Units shall be subject to the same terms and conditions (including vesting, forfeiture and settlement) as the underlying Unit to which such dividend equivalent rights relate; provided, however, that at the time of vesting, any fractional Additional Units shall be rounded up to the nearest whole share. The Additional Units shall also be credited with dividend equivalent rights pursuant to this Section 4(c) as any further dividends are declared.

SECTION 5.    RESTRICTIVE COVENANTS

(a)    Confidentiality; Ownership of Developments

(i)    In consideration for the receipt of Units pursuant to this Agreement, the Grantee hereby covenants and agrees that during the term of the Grantee’s Service and for all time thereafter, the Grantee shall keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the Business or future business of the Company and/or of any of the Subsidiaries or Affiliates of the Company, any trade secrets, confidential or proprietary information and documents or materials owned, developed or possessed by or for the Company or any of the Subsidiaries or Affiliates of the Company pertaining to the Business or future business of the Company or any of the Subsidiaries or Affiliates of the Company; provided that such information referred to in this Section 4(a) shall not include information that is or has become generally known to the public or the jewelry trade without violation of this Section 4.

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

or planned business of the Company or any of the Subsidiaries or Affiliates of the Company.

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

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

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

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

Company or such Subsidiary or Affiliate or approach any such employee, consultant, agent or independent contractor for any of the foregoing purposes; or

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

(c)     Specific Performance. The Grantee acknowledges that the services to be rendered by the Grantee are of a special, unique and extraordinary character and, in connection with such services, the Grantee will have access to confidential information vital to the Business or future business of the Company and the Subsidiaries and Affiliates of the Company. By reason of this, the Grantee consents and agrees that if the Grantee violates any of the provisions of this Section 4, the Company and the Subsidiaries and Affiliates of the Company would sustain irreparable injury and that monetary damages will not provide adequate remedy to the Company and that the Company shall be entitled to have this Section 4 specifically enforced by any court having equity jurisdiction. Nothing contained herein shall be construed as prohibiting the Company or any of the Subsidiaries or Affiliates of the Company from pursuing any other remedies available to it for such breach or threatened breach, including, without limitation, the recovery of damages from the Grantee without requirements for posting a bond.

(d)    Survival. The provisions of this Section 4 shall survive the expiration or termination of this Agreement and the Grantee’s Service, irrespective of the reason for any termination.

SECTION 6.    MISCELLANEOUS PROVISIONS.

(a)    Securities Laws. The Grantee acknowledges and agrees that any sale or distribution of the Shares issued in settlement of the Units granted pursuant to this Agreement may be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has become effective and is current with regard to the Shares being sold, or (ii) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution. The Grantee hereby consents to such action as the Committee deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates or book-entries evidencing Shares issued pursuant to the settlement of the Units granted pursuant to this Agreement and delivering stop transfer instructions to the Company’s stock transfer agent.

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

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

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

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

(f)    Notification. Except as permitted by Section 5(m) hereof, any notification required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon receipt following deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. A notice shall be addressed to the Company (attention: Corporate Secretary) at its principal executive office and to the Grantee at the address that he or she most recently provided in writing to the Company.

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

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

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

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

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

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

(m)     Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to any awards granted under the Plan by electronic means or to request

the Grantee’s consent to participate in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

11

Document

Exhibit 31.1

CERTIFICATION

I, J.K. Symancyk, certify that:

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

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

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

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

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date: June 3, 2025

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

Document

Exhibit 31.2

CERTIFICATION

I, Joan M. Hilson, certify that:

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

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

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

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

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date: June 3, 2025

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

Document

Exhibit 32.1

CERTIFICATION

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

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

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

(1) the accompanying Quarterly Report on Form 10-Q for the period ended May 3, 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: June 3, 2025

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

Document

Exhibit 32.2

CERTIFICATION

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

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

I, Joan M. Hilson, as Chief 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 May 3, 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: June 3, 2025

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

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