SIGNET JEWELERS LTD

Previous wording

Refer to the “Results of Operations” section below for additional information on performance during the fourth quarter and full year Fiscal 2025.

Current wording

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

Previous wording

In Fiscal 2026, the Company launched its Grow Brand Love strategy. This transformative strategy focuses on accelerating 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.

Current wording

In Fiscal 2026, the Company launched its transformative Grow Brand Love strategy, which 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 customer experiences, and brand loyalty while harnessing centralized core capabilities. In Fiscal 2027, we will be applying the learnings from year one to refine each of the strategy’s imperatives. The three strategic imperatives of the Grow Brand Love framework have evolved into: shaping distinct and coveted brands; unlocking portfolio value; and strengthening our operating model.

Previous wording

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

Current wording

The Company also continues to evaluate other macroeconomic factors on its business, such as inflation and potential impacts of the conflicts in the Middle East. As previously discussed, Signet operates quality control and technology centers in Israel, and to date, these operations have not been impacted by the geopolitical conflict in the Middle East. While the Company currently does not expect disruptions to its operations in Israel to have a material impact on the Company’s results of operations, the Company will continue to closely monitor this conflict and any impacts on its business, as well as its team members in Israel. Uncertainties exist that could impact the Company’s results of operations or cash flows in the future, such as competitive pricing pressure, including on lab-grown diamonds, impacts of the US government shut down on consumer spending, continued inflationary impacts (including, but not limited to, materials, labor, fulfillment and advertising costs), adverse shifts in consumer discretionary spending, slower than anticipated recovery of engagements, deterioration of consumer credit, supply chain disruptions to the Company’s business, the Company’s ability to recruit and retain qualified team members, and organized retail crime and its impact to mall traffic. See “Forward-Looking Statements” above as well as the “Risk Factors” section within Item 1A.

Previous wording

The Company faces a highly competitive and dynamic retail landscape throughout the geographies where it does business, as well as a challenging global macro-economic environment as described above impacting the jewelry industry. Refer to Item 1 for additional information on the Company’s business, markets and strategy.

Current wording

The Company operates in the highly competitive jewelry industry and faces a dynamic retail landscape and challenging global macro-economic environment throughout the geographies where it does business as described above. Refer to Item 1 for additional information on the Company’s business, markets and strategy.

Previous wording

Similar to many other retailers, Signet follows the retail 4-4-5 reporting calendar, which included an extra week in the fourth quarter and fiscal year periods of Fiscal 2024 (the “14 th week” and “53 rd week”, respectively). The extra week added $103.2 million in sales in the fourth quarter and full year Fiscal 2024. Fiscal 2025 was a 52-week reporting period.

Current wording

Similar to many other retailers, Signet follows the retail 4-4-5 reporting calendar. Both Fiscal 2026 and Fiscal 2025 were 52-week reporting periods.

Previous wording

Management considers same store sales useful as it is a major benchmark used by investors to judge performance within the retail industry. Same store sales is calculated by comparison of sales in stores that were open in both the current and the prior fiscal year. Sales from stores that have been open for less than 12 months are excluded from the comparison until their 12-month anniversary. Similarly, sales from acquired businesses made within the last 12 months are excluded from the comparison until their 12-month anniversary. Sales from stores that were acquired during the period and have not been included in the Company’s results for both the current and prior period presented are also excluded from same store sales. Sales after the 12-month anniversary are compared against the equivalent prior period sales within the comparable store sales comparison. Stores closed in the current financial period are included up to the date of closure and the comparative period is correspondingly adjusted. Stores that have been relocated or expanded, but remain within the same local geographic area, are included within the comparison with no adjustment to either the current or comparative period. Stores that have been refurbished are also included within the comparison except for the period when the refurbishment was taking place, when those stores are excluded from the comparison both for the current year and for the comparative period. Same store sales are also impacted by certain accounting adjustments to sales, primarily related to the deferral of revenue from the Company’s extended service plans.

Current wording

Management considers same store sales useful as it is a major benchmark used by investors to judge performance within the retail industry. Same store sales is calculated by comparison of sales in stores that were open in both the current and the prior fiscal year, excluding the impacts of changes in foreign exchanges rates, as further described below. Sales from stores that have been open for less than 12 months are excluded from the comparison until their 12-month anniversary. Similarly, sales from acquired businesses made within the last 12 months are excluded from the comparison until their 12-month anniversary. Sales from stores that were acquired during the period and have not been included in the Company’s results for both the current and prior period presented are also excluded from same store sales. Sales after the 12-month anniversary are compared against the equivalent prior period sales within the comparable store sales comparison. Stores closed in the current financial period are included up to the date of closure and the comparative period is correspondingly adjusted. Stores that have been relocated or expanded, but remain within the same local geographic area, are included within the comparison with no adjustment to either the current or comparative period. Stores that have been refurbished are also included within the comparison except for the period when the refurbishment was taking place, when those stores are excluded from the comparison both for the current year and for the comparative period. Same store sales are also impacted by certain accounting adjustments to sales, primarily related to the deferral of revenue from the Company’s extended service plans.

Previous wording

eCommerce sales include all sales with customers that originate online, including direct to customer, ship to store, and BOPIS. eCommerce sales are included in the calculation of same store sales for the period and the comparative figures from the 12-month anniversary of the launch of the relevant website. Brick and mortar same store sales are calculated by removing the eCommerce sales from the same store sales calculation described above. Comparisons at the divisional level are made in local currency and consolidated comparisons are made at constant exchange rates and exclude the effect of exchange rate movements by recalculating the prior period results as if they had been generated at the weighted average exchange rate for the current period.

Current wording

E-commerce sales include all sales with customers that originate online, including direct to customer, ship to store, and BOPIS. E-commerce sales are included in the calculation of same store sales for the period and the comparative figures from the 12-month anniversary of the launch of the relevant website. Brick and mortar same store sales are calculated by removing the e-commerce sales from the same store sales calculation described above.

Previous wording

The 14 thand 53 rd weeks are excluded from same store sales in the fiscal year in which it occurs. In the subsequent fiscal year, same store sales is calculated by aligning the sales weeks of the current period to the equivalent sales weeks in the prior fiscal year period.

Current wording

In a 53-week reporting period, the 14 thweek in the fourth quarter and 53 rd week for the full year are excluded from same store sales in the fiscal year in which they occur. In the subsequent fiscal year, same store sales is calculated by aligning the sales weeks of the current period to the equivalent sales weeks in the prior fiscal year period.

Previous wording

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

Current wording

The Company provides the year-over-year change in total sales excluding the impact of foreign currency fluctuations, which is a non-GAAP measure, to provide transparency to performance and enhance investor’s 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.

Previous wording

AUR is an operating metric defined as merchandise sales divided by merchandise units. The AUR is measured each period based on the reported sales for the corresponding period presented.

Current wording

AUR is defined as merchandise product sales on a constant currency basis, net of discounts and promotions, divided by merchandise units. AUR is measured each period based on reported sales for the corresponding period presented.

Previous wording

Factors that influence gross margin include pricing, promotional environment, changes in merchandise costs, changes in non-merchandise components of cost of sales (as described above), changes in sales mix, foreign exchange, and the economics of services such as repairs and extended service plans. The price of diamonds varies depending on their size, cut, color and clarity.

Current wording

Factors that influence gross margin include pricing, promotional environment, changes in merchandise costs (including the underlying costs of diamond, gold and other precious metals and gemstones), changes in non-merchandise components of cost of sales (as described above), changes in sales mix, foreign exchange, and the economics of services such as repairs and extended service plans.

Previous wording

SG&A is mostly composed of store staff and store administrative costs as well as advertising and promotional costs. It also includes centralized administrative expenses such as information technology, credit costs and other administrative operating expenses not specifically categorized elsewhere in the consolidated statements of operations.

Current wording

SG&A is mostly composed of store staff and store administrative costs as well as advertising and promotional costs. SG&A also includes centralized administrative expenses such as information technology, credit costs and other administrative operating expenses not specifically categorized elsewhere in the consolidated statements of operations.

Previous wording

The primary drivers of staffing costs are the number of full-time equivalent team members and the level of compensation, payroll taxes, benefits and incentives. Management varies, on a store by store basis, the hours worked based on the expected level of selling activity, subject to minimum staffing levels required to operate the store. Non-store staffing levels are less variable. A significant element of compensation is performance-based and is primarily dependent on sales and operating profit.

Current wording

The primary drivers of staffing costs are the number of full-time equivalent team members and the level of compensation, payroll taxes, benefits and incentives. Management varies, on a store by store basis, the hours worked based on the expected level of selling activity, subject to minimum staffing levels required to operate the store. Non-store staffing levels are less variable. A significant element of compensation is performance-based and is primarily dependent on sales and operating income.

Previous wording

The level of advertising expenditures can vary year over year. In order to evolve its marketing allocations based on consumer habits, business needs, and maximize return on its advertising investments, the Company primarily focuses its spend on digital and social marking, supplemented by targeted national television advertising.

Current wording

The level of advertising expenditures can vary year over year. In order to evolve its marketing allocations based on consumer habits, business needs, and maximize return on its advertising investments, the Company primarily focuses its spend on digital and social marketing, supplemented by advertising on premium video across both linear and streaming platforms.

Previous wording

Other operating (expense) income, net primarily consists of miscellaneous operating income and expense items such as litigation settlements, restructuring charges, gains or losses on the sale of assets (including divestitures), foreign currency gains and losses, and gains and losses from undesignated derivative contracts. See Note 21 in Item 8 for further detail on the Company’s other operating (expense) income, net.

Current wording

Other operating (expense) income, net primarily consists of miscellaneous operating income and expense items such as litigation settlements, restructuring charges, gains or losses on the sale of assets (including divestitures), foreign currency gains and losses, and gains and losses from undesignated derivative contracts. See Note 21 of Item 8 for further detail on the Company’s other operating (expense) income, net.

Previous wording

eCommerce sales year to date were $1.52 billion, down $118.7 million or 7.2% compared to $1.64 billion in the prior year. eCommerce sales accounted for 22.7% of year to date sales, down slightly from 22.9% of total sales in the prior year. The decrease in total eCommerce sales was driven by the challenges in the Digital brands noted above. Brick and mortar same store sales decreased 2.9% when compared with the prior period.

Current wording

E-commerce sales were $1.49 billion in Fiscal 2026, down $36.0 million or 2.4%, compared to $1.52 billion in the prior year. E-commerce sales accounted for 21.8% of total sales, down slightly from 22.7% of total sales in the prior year. The decrease in total e-commerce sales was driven by the underperformance in the James Allen brand noted above. Brick and mortar same store sales increased 2.3% from the prior period.

Previous wording

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

Current wording

The breakdown of Fiscal 2026 sales performance by reportable segment is set out in the table below:

Previous wording

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

Current wording

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

Previous wording

During Fiscal 2025, the Company recorded pre-tax asset impairments related to the impairment of long-lived assets and intangible assets of $372.0 million, of which $366.5 million was related to the impairment of the goodwill and indefinite-lived trade names for Diamonds Direct and the Digital brands and $5.5 million was related to the impairment of long-lived assets. During the fourth quarter of Fiscal 2025, the Company recorded pre-tax asset impairments of $202.7 million, primarily related to the impairment of the goodwill of the Digital brands and indefinite-lived trade names for the Digital brands and Diamonds Direct.

Current wording

During Fiscal 2026, the Company recorded non-cash, pre-tax asset impairments related to the impairment of long-lived assets and intangible assets of $91.6 million, of which $74.6 million was related to the impairment of the goodwill and indefinite-lived trade names, primarily related to the Digital brands, and $17.0 million related to the impairment of long-lived assets and cloud computing arrangements. During Fiscal 2025, the Company recorded non-cash, pre-tax asset impairments related to the impairment of long-lived assets and intangible assets of $372.0 million, of which $366.5 million related to the impairment of the goodwill and indefinite-lived trade names for Diamonds Direct and the Digital brands and $5.5 million was related to the impairment of long-lived assets. See Note 14 of Item 8 for additional information on the asset impairments.

Previous wording

In Fiscal 2025, other operating expense was $20.3 million compared to income of $2.9 million in Fiscal 2024. Fiscal 2025 was primarily driven by restructuring charges of $11.5 million and foreign exchange losses of $2.2 million. Fiscal 2024 was primarily driven by the net gain on divestitures of $12.3 million partially offset by restructuring charges of $7.5 million and foreign exchange losses of $3.0 million.

Current wording

In Fiscal 2026, other operating expense was $36.7 million compared to expense of $20.3 million in Fiscal 2025. Fiscal 2026 was primarily driven by restructuring and related charges of $26.5 million related to actions under the Company’s Grow Brand Love strategy. Fiscal 2025 was primarily driven by restructuring and related charges of $11.5 million. See Note 21 and Note 25 of Item 8 for additional information.

Previous wording

In Fiscal 2025, operating income in the North America reportable segment was $173.7 million, or 2.8% of segment sales, and includes $371.7 million of asset impairment charges primarily related to goodwill and indefinite-lived intangible assets, $6.9 million of restructuring and related charges and $1.3 million of leadership transition costs. In Fiscal 2024, operating income in the North America reportable segment was $677.0 million, or 10.1% of segment sales, and includes $22.0 million of acquisition and integration costs, $6.3 million of restructuring charges and $9.0 million of net asset impairment charges.

Current wording

In Fiscal 2026, operating income in the North America reportable segment was $452.6 million, or 7.1% of segment sales, and includes $91.6 million of asset impairment charges primarily related to goodwill and indefinite-lived intangible assets and $16.4 million of restructuring and related charges. In Fiscal 2025, operating income in the North America reportable segment was $173.7 million, or 2.8% of segment sales, and included $371.7 million of asset impairment charges primarily related to goodwill and indefinite-lived intangible assets, $6.9 million of restructuring and related charges and $1.3 million of leadership transition costs.

Previous wording

In Fiscal 2025, operating income in the International reportable segment was $1.0 million, or 0.3% of segment sales, and includes $5.2 million of restructuring charges and $2.6 million of net losses from the previously announced divestiture of the UK prestige watch business. In Fiscal 2024, operating income in the International reportable segment was $13.1 million, or 3.0% of segment sales, and includes a $12.3 million gain from the divestiture of the UK prestige watch business.

Current wording

In Fiscal 2026, operating income in the International reportable segment was $16.3 million, or 4.0% of segment sales, and includes approximately $15 million related to increased product protection plan commission revenue noted above, $4.1 million of losses from the previously announced divestiture of the UK prestige watch business and $0.5 million of restructuring and related charges. In Fiscal 2025, operating income in the International reportable segment was $1.0 million, or 0.3% of segment sales, and included $5.2 million of restructuring and related charges and $2.6 million of net losses from the divestiture of the UK prestige watch business.

Previous wording

In Fiscal 2025, corporate and unallocated expenses were $53.2 million, compared to $60.4 million in Fiscal 2024. In the fourth quarter, corporate and unallocated expenses were $9.4 million, compared to $12.3 million in the prior year fourth quarter. The Company incurred $6.7 million and $4.7 million of leadership transition costs in Fiscal 2025 and the fourth quarter of Fiscal 2025, respectively.

Current wording

In Fiscal 2026, corporate and unallocated expenses were $70.0 million, compared to $53.2 million in Fiscal 2025. The increase was driven primarily by higher incentive compensation year over year discussed above. The Company incurred $9.6 million of restructuring and related charges in Fiscal 2026 and $6.7 million of leadership transition costs in Fiscal 2025.

Previous wording

In Fiscal 2025, net interest income was $9.8 million compared to net interest income of $18.7 million in Fiscal 2024. In the fourth quarter, net interest expense was $0.2 million compared to net interest income $8.7 million in the prior year fourth quarter. The decrease in the current year, as well as in the prior year comparable period, was the result of lower cash balances earning interest due to the redemptions of the redeemable Series A Convertible Preference Shares (the “Preferred Shares”), repayment of the Senior Notes and share repurchases, as well as interest expense incurred from borrowings on the ABL.

Current wording

In Fiscal 2026, net interest income was $4.0 million compared to net interest income of $9.8 million in Fiscal 2025. The decrease in net interest income was primarily the result of lower cash balances earning interest due to common share repurchases and cash used during Fiscal 2025 for the redemptions of the redeemable Series A Convertible Preference Shares (the “Preferred Shares”) and repayment of the Senior Notes. Signet had no outstanding debt in Fiscal 2026.

Previous wording

In addition, in January 2025, the Organisation for Economic Co-operation and Development (“OECD”) issued guidance which, if enacted in countries in which the Company operates, would limit the cash benefit recognized under the OECD’s Pillar Two related to the $263.3 million deferred tax asset to the amortization recognized in the first two years of the 10-year period, or approximately $52.7 million beginning in Fiscal 2026.

Current wording

Signet and its Bermuda domiciled subsidiaries were not subject to income tax in Bermuda prior to Fiscal 2026. On December 27, 2023, Bermuda enacted a 15% corporate income tax that became effective for the Company in Fiscal 2026. The legislation includes a provision referred to as the economic transition adjustment (“ETA”) which was intended to provide a fair and equitable transition into the tax regime. The ETA allows companies to establish tax basis in the assets and liabilities at fair value as of September 30, 2023, excluding goodwill, of any entity subject to the tax. As a result of this provision, the Company recorded a $263.3 million deferred tax asset in the fourth quarter of Fiscal 2024 related to the tax basis of certain intangible assets, which it expects to utilize to reduce future cash taxes paid in Bermuda over approximately a 10-year period beginning in Fiscal 2026. The Organisation for Economic Co-operation and Development (“OECD”) issued guidance which would limit the cash benefit recognized under the OECD’s Pillar Two related to the $263.3 million deferred tax asset to the amortization recognized in the first two years of the 10-year period, or approximately $52.7 million.

Previous wording

In the fourth quarter of Fiscal 2025, income tax expense was $53.5 million, with an ETR of 34.7%, compared to an income tax benefit of $199.2 million, with an ETR of (46.7)% in the fourth quarter of Fiscal 2024. The ETR for the fourth quarter of Fiscal 2025 was higher than the US federal income tax rate, primarily due to the non-deductible impairment charges described above, partially offset by the favorable impact from the Company’s global reinsurance and financing arrangements. The ETR and tax benefit for the fourth quarter of Fiscal 2024 were primarily driven by the $263.3 million deferred tax benefit resulting from the Bermuda economic transition adjustment discussed above and the favorable impact of an uncertain tax position of $20.5 million settled in the fourth quarter.

Current wording

Income tax expense for Fiscal 2026 was $103.7 million, with an effective tax rate (“ETR”) of 26.0%, compared to income tax expense of $63.0 million, with an effective tax rate of 50.7% in Fiscal 2025. The ETR for the current year was higher than the Bermuda corporate income tax rate primarily as a result of the unfavorable impact of foreign rate differences (primarily in the US) and unfavorable discrete tax items recognized, including non-deductible goodwill impairment charges of $53.6 million. The ETR in the prior year comparable period was different than the US federal income tax rate, primarily due to the non-deductible impairment charges described above, partially offset by the favorable impact from the Company’s global reinsurance and financing arrangements.

Previous wording

(3) Fiscal 2025 includes charges associated with the previously announced divestiture of the UK prestige watch business. Fiscal 2024 includes gain on sale of the UK prestige watch business, net of transaction costs. Refer to Note 4 of Item 8 for additional information.

Current wording

(3) Fiscal 2026 and 2025 includes charges associated with the previously announced divestiture of the UK prestige watch business. Fiscal 2024 includes gain on sale of certain retail operations of the UK prestige watch business, net of transaction costs. Refer to Note 4 of Item 8 for additional information.

Previous wording

(6)Fiscal 2024 includes a credit to income related to the adjustment of a prior litigation accrual recognized in Fiscal 2023. Refer to Note 28 of Item 8 for additional information.

Current wording

(6)Fiscal 2024 includes a credit to income related to the adjustment of a prior litigation accrual recognized in Fiscal 2023.

Previous wording

(1)Fiscal 2025 primarily includes asset impairment charges related to goodwill and indefinite-lived intangible assets. Fiscal 2024 charges were primarily the result of the Company’s rationalization of its store footprint. Fiscal 2023 includes asset impairment charges related to the Company’s headquarters. Refer to Note 14 and Note 16 of Item 8 for additional information.

Current wording

(6) Fiscal 2024 includes a credit to income related to the adjustment of a prior litigation accrual recognized in Fiscal 2023.

Previous wording

(7)Includes charges associated with wind-up and settlement of the UK pension plan. Refer to Note 26 of Item 8 for additional information.

Current wording

(7)Includes charges associated with wind-up and settlement of the UK pension plan.

Previous wording

(8)As described in Note 6 of Item 8, the Company recorded a deemed dividend to net (loss) income attributable to common shareholders of $85.2 million in 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.

Current wording

(8)As described in Note 6 of Item 8, the Company recorded a deemed dividend to net income (loss) attributable to common shareholders of $85.2 million in 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.

Previous wording

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 February 1, 2025, the Company had $604.0 million of cash and cash equivalents and no outstanding borrowings on the ABL. The available borrowing capacity on the ABL was $1.2 billion as of February 1, 2025.

Current wording

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 January 31, 2026, the Company had $874.8 million of cash and cash equivalents and no outstanding borrowings on the ABL. The available borrowing capacity on the ABL was $1.2 billion as of January 31, 2026.

Previous wording

The Company has a disciplined approach to capital allocation, utilizing the following capital priorities: 1) drive growth through both organic investments and acquisitions; 2) optimize its capital structure and maintain an adjusted leverage ratio (a non-GAAP measure as defined in the Non-GAAP Measures section above) at or below our stated goal; and 3) return cash to shareholders through share repurchases and dividends.

Current wording

The Company maintains a disciplined approach to capital allocation, utilizing the following priorities: 1) Invest in organic growth; 2) maintain a conservative balance sheet; and 3) return capital to shareholders through share repurchases and dividends.

Previous wording

The Company has made significant progress over the past few years in line with its priority to build a strong cash and overall liquidity position, including fully outsourcing credit and eliminating the obligations under the UK Pension Scheme. Additionally, over that period, the Company has repaid all outstanding debt, culminating in the full repayment of the Senior Notes at maturity in the second quarter of Fiscal 2025 using cash on hand. In addition, the Company has recently completed the extension of the ABL to August 2029 at substantially the same terms, as further described in Note 20 of Item 8. In connection with this extension, the ABL aggregate commitment has been reduced to $1.2 billion to better align with our reduced inventory base over the past few years, as well as provide cost savings on unused commitment fees.

Current wording

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 20 of Item 8. 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.

Previous wording

On April 1, 2024, in accordance with the terms of the amended Certificate of Designation for the Preferred Shares, the Preferred Holders converted half of the then outstanding Preferred Shares, and the Company elected to settle such conversions in cash totaling $414.1 million, including accrued and unpaid dividends. During the second and third quarters, the Preferred Holders 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 6 of Item 8 for additional information.

Current wording

On April 1, 2024, in accordance with the terms of the amended Certificate of Designation for the Preferred Shares, the Preferred Holders converted half of the then outstanding Preferred Shares and the Company elected to settle such conversions in cash totaling $414.1 million, including accrued and unpaid dividends. During the second and third quarters of Fiscal 2025, the Preferred Holders converted all of the remaining Preferred Shares, and the Company elected to settle all the remaining Preferred Shares in cash totaling $401.5 million. The ability of the Company to settle the Preferred Shares in cash highlights the effectiveness of the Company’s flexible operating model and working capital efficiency, which has generated significant free cash flow and liquidity over the past few years. Refer to Note 6 of Item 8 for additional information.

Previous wording

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, and was 0.5x on an adjusted net debt basis. Net debt to adjusted EBITDA was (0.9)x. The Company continues to be confident in its ability to generate free cash flow while maintaining its leverage ratio targets. The Company has 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.

Current wording

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 2026, and was 0.3x on an adjusted net debt basis. Net debt to adjusted EBITDA was (1.3)x.

Previous wording

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 Share Repurchase Program (the “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 $138.0 million of common shares during Fiscal 2025 with $723.0 million of shares authorized for repurchase remaining as of February 1, 2025. See Note 7 of Item 8 for additional information related to the common share repurchases.

Current wording

The Company remains committed to its goal of returning capital to shareholders, which includes being a dividend growth company. For the fifth year in a row, Signet has increased its quarterly common dividend from $0.32 per share in Fiscal 2026 to $0.35 per share beginning in Fiscal 2027. The Company also remains focused on common share repurchases under its 2017 Share Repurchase Program. The Company repurchased $205.2 million of common shares during Fiscal 2026, with $517.9 million of shares authorized for repurchase remaining as of January 31, 2026. See Note 7 of Item 8 for additional information related to the common share repurchases.

Previous wording

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. As further discussed in Note 11 of Item 8, 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.

Current wording

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

Previous wording

Net cash provided by operating activities in Fiscal 2025 was $590.9 million compared to net cash provided by operating activities of $546.9 million in the prior year comparable period. The change in operating cash flows compared to prior year was primarily driven by the payment of litigation settlements in the prior year noted below, more than offset by the impact of lower sales on cash flows year over year. The significant movements in operating cash flows are further described below:

Current wording

Net cash provided by operating activities in Fiscal 2026 was $678.8 million compared to $590.9 million in the prior year comparable period. The change in operating cash flows compared to prior year was primarily driven by better working capital efficiency in the current year period. The significant movements in operating cash flows are further described below:

Previous wording

•Cash provided by inventory was $1.0 million compared to a source of $182.5 million in the prior year period. Inventory was flat compared to the prior year, whereas Fiscal 2024 included a significant reduction due to inventory management initiatives taken by the Company.

Current wording

•Cash provided by inventory was $23.2 million compared to a source of $1.0 million in the prior year period. Inventory was relatively flat compared to the prior year. The increases in gold prices and higher tariffs were offset by improved inventory management by the Company, including initiatives such as the acceleration of scrap to take advantage of higher gold prices.