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SIGNET JEWELERS LTD

For the period ended May 3, 2025. Filed Jun 3, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 3, 2025 · Filed Jun 3, 2025

SIG$118.58+1.1%Stored close · as of Nov 9, 2026

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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:

NameTitleTermination DateExpiration DateMaximum aggregate number of shares to be sold
Joan M. HilsonChief Operating and Financial OfficerMarch 24, 2025July 3, 202549,956

No other directors or officers of the Company have adopted, modified, orterminated 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 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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