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COTY INC.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

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.

Sep 30, 2026 · Filed Nov 5, 2026

COTY$4.05+3.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-05.

0001024305-26-000029

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0001024305-26-000074

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 349 previous paragraphs and 227 current paragraphs.

118 unchanged; 66 reworded; 40 added; 140 removed; 25 previous and 3 current paragraphs rearranged.

Tables are not compared: 20 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (40)

Current report

We have been engaged in strategic planning and portfolio assessment designed to position us for consistent, profitable growth. While our long-term objectives remain focused on value creation, growth, profitability, and deleveraging, we have been advancing our comprehensive review of the business, including the strategic review of the Consumer Beauty business, and expect to complete the review by the end of calendar 2026. We are also evaluating our central organization, manufacturing and asset base, and certain market structures to adjust our scope and size for our future business.

Current report

In parallel, we are implementing our Coty.Curated strategic framework, focusing on our core brands and markets, reducing portfolio complexity, increasing agility through organizational simplification, and identifying savings opportunities to support increased investment in consumer engagement while protecting profitability. As one measure of our progress, we evaluate the revenue performance of our six largest Prestige core brands (Hugo Boss, Burberry, Calvin Klein, Marc Jacobs, Kylie Cosmetics, and Chloé). Gucci is excluded from our core brands as we will exit the license after June 30, 2027. For the three months ended September 30, 2026, net revenues from these brands increased 5% like-for-like compared to the prior year. We believe the revenue performance of these brands provides useful information regarding the effectiveness of our Coty.Curated strategic framework and our efforts to focus resources on key areas of our business.

Current report

We are focused on leveraging our leadership position and capabilities in global fragrances to fuel expansion. We have sharpened our priorities to capitalize on structural tailwinds in the fragrance market, while responding to recent performance challenges. In both divisions, we are focused on returning to market share growth, accelerating data-driven operations powered by AI, and improving our advocacy capability and execution.

Current report

On July 24, 2026, the previous Section 122 tariffs expired and tariffs under Section 301, ranging from 10% to 12.5% became effective. On September 8, 2026, Canada imposed retaliatory tariffs of up to 50% on certain U.S. goods in response to tariffs imposed by the U.S. under Sections 338 and 232.

Current report

The Company is actively pursuing refund recovery activities related to IEEPA tariffs following ongoing validation and reconciliation of its claims; however, recovery of such amounts is ultimately contingent upon U.S. Customs and Border Protection ("CBP") review and acceptance of the Company's submissions and supporting documentation. As a result, the amount and timing of any refunds ultimately received could differ materially from the amounts claimed.

Current report

Changing market trends continue to impact sales of our products across and within product categories and geographic regions. Consumer demand for beauty remains resilient despite broader economic uncertainty, with continued growth in fragrances and cosmetics, although consumers are increasingly selective in their purchasing decisions.

Current report

Fragrances: Overall, the prestige fragrance market grew by mid-single digits in the first quarter of fiscal 2027 while our net revenues from Prestige fragrances decreased by a low-single digit percentage. The Gucci license exit will result in a decrease in net revenues and net income in fiscal 2028; we expect partial mitigation of the impact through stronger performance in our top core prestige fragrance brands, as well as debuts of Etro and Swarovski fragrances in the coming year. Net revenue from Consumer Beauty fragrances declined by low-double digits in the first quarter of fiscal 2027, while the mass fragrance market grew by low-double digits.

Current report

Color Cosmetics: Our net revenues from Prestige cosmetics increased by a double-digits percentage in the first quarter of fiscal 2027, outpacing the low-single digit growth of the prestige color cosmetics market, driven by the launch of Marc Jacobs Beauty makeup and growth in other brands. In Consumer Beauty, color cosmetics net revenues declined by a mid-single digit percentage despite low-single digit market growth. We have narrowed our retail sales gap to the market in certain Consumer Beauty color cosmetics brands, driven by improving sell-out performance in the United States.

Current report

Skin and Body Care: Net revenues from Prestige skincare decreased by a double-digit percentage in the first quarter of fiscal 2027, despite low-single digit market growth. Net revenues from Consumer Beauty skin and body care increased by a double-digit percentage in the first quarter of fiscal 2027 outpacing mid-single digit market growth. This performance was primarily attributable to our Brazil skin and body care brands and further supported by continued positive trends in the Brazil mass body care market.

Current report

Geographic Regions: Net revenues in the Americas increased by a low-single digit percentage during the first quarter of fiscal 2027, reflecting stable sales in the U.S. Net revenues from Europe, the Middle East and Africa (“EMEA”) declined by a mid-single digit percentage, reflecting the impacts from the Middle East conflict and contrasting with low- to mid-single digit growth in most European markets. Market trends, however, remained mixed, with some markets experiencing accelerating growth while others continue to decelerate. Net revenues in the Asia Pacific region increased by a double-digit percentage in the first quarter of fiscal 2027, reflecting positive trending growth across many Asian markets.

Current report

We expect our reported net revenues for the second quarter of fiscal 2027 to decline by a low- to mid-single digit percentage compared with the prior year, which includes an estimated low-single digit percentage unfavorable impact from foreign exchange.

Current report

•Prestige fragrance sales declines of $24.4 primarily due to weaker sales of Gucci and Calvin Klein particularly in certain distribution channels, negative performance of several brands across major markets and lower sales in the Middle East impacted by the ongoing conflict in the region, partially offset by increased net revenues from Kylie Fragrances due to the launch of Mood Stones; and

Current report

•Prestige cosmetics sales increase of $17.3 primarily driven by the launch of Marc Jacobs Beauty makeup line.

Current report

In the three months ended September 30, 2026, net revenues from the Consumer Beauty segment decreased 2%, or $10.9, to $496.8 from $507.7 in the three months ended September 30, 2025, reflecting a negative price and mix impact of 6% (primarily driven by mass fragrances and higher markdowns on color cosmetics), partially offset by an increase in unit volume of 3%, and a positive foreign currency exchange translation impact of 1%. The decrease in net revenues primarily reflects:

Current report

•Mass fragrance sales declines of $11.0 primarily due to lower sales across several brands in the U.S. and Europe.

Current report

Gross margin was also negatively impacted by higher returns and less favorable customer trade terms in the current period, which reduced the net revenue base.

Current report

(i)70 basis points due to a decrease in advertising and consumer promotional costs as a percentage of net revenues related to a reduction of both working and non-working media in the fiscal period;

Current report

(ii)40 basis points due to a decrease in stock-based compensation cost primarily related to higher expense in the prior year recognized in connection with awards granted to the former CEO; and

Current report

In the three months ended September 30, 2026, operating income for Prestige was $211.0 compared to income of $208.9 in the three months ended September 30, 2025. Operating margin increased to 19.9% of net revenues in the three months ended September 30, 2026 as compared to 19.5% in the three months ended September 30, 2025, driven by a decrease in advertising and consumer promotional costs as a percentage of net revenues (approximately 60 basis points), a decrease in amortization expense as a percentage of net revenues (approximately 50 basis points) and a decrease in other operating expenses as a percentage of net revenues (approximately 40 basis points), partially offset by an increase in cost of goods sold as a percentage of net revenues (approximately 110 basis points)

Current report

In the three months ended September 30, 2026, operating loss for Consumer Beauty was $24.1 compared to loss of $7.7 in the three months ended September 30, 2025. Operating loss margin worsened to 4.9% of net revenues in the three months ended September 30, 2026 as compared to an operating loss margin of 1.5% in the three months ended September 30, 2025, driven by an increase in other operating expenses as a percentage of net revenues (approximately 350 basis points) driven by higher operational accruals and an increase in cost of goods sold as a percentage of net revenues (approximately 150 basis points), partially offset by a decrease in advertising and consumer promotional costs as a percentage of net revenues (approximately 110 basis points) and a decrease in fixed costs as a percentage of net revenues (approximately 60 basis points).

Current report

In the three months ended September 30, 2026, amortization expense decreased to $33.6 from $39.3 in the three months ended September 30, 2025. In the three months ended September 30, 2026, amortization expense of $24.5 and $9.1 was reported in the Prestige and Consumer Beauty segments, respectively. In the three months ended September 30, 2025, amortization expense of $30.1 and $9.2 was reported in the Prestige and Consumer Beauty segments, respectively.

Current report

In the three months ended September 30, 2026, we incurred restructuring and other business structure realignment costs of $8.1 as follows:

Current report

In the three months ended September 30, 2025, we incurred restructuring and other business structure realignment costs of $1.7, as follows:

Current report

•We incurred business structure realignment costs of $2.7, which is reported in Selling, general and administrative expenses.

Current report

In the three months ended September 30, 2026, we incurred costs related to the Gucci Beauty license brand exit of $1.5.

Current report

In the three months ended September 30, 2026, other income was $18.2 as compared with other expense of $31.3 in the three months ended September 30, 2025. The change of $49.5 is primarily due to favorable changes in the fair value of forward repurchase contracts of $53.9, partially offset by miscellaneous other expenses.

Current report

The effective tax rate of 30.9% for the three months ended September 30, 2025 was higher than the Federal statutory rate of 21% primarily due to the limitation on the deductibility of interest expense and limitations on the deductibility of executive stock compensation.

Current report

Net income attributable to Coty Inc. was $109.5 in the three months ended September 30, 2026 as compared to net income of $67.9 in the three months ended September 30, 2025. The net income was primarily driven by favorable change in other (income) expense, net of $49.5, lower interest expense of $15.4, a decrease in selling, general, and administrative expenses of $13.9 and decrease in amortization expense of $5.7, partially offset by lower gross profit of $32.0, and a higher provision for income taxes of $11.9.

Current report

The Company is actively pursuing recovery of certain amounts paid in connection with IEEPA tariffs. While the Company believes it may be entitled to recover a portion of such amounts, recovery remains subject to review and approval by CBP. As a result, the amount and timing of any refunds ultimately received remain uncertain and could differ materially from the amounts claimed. The Company continues to monitor developments and evaluate the potential impact of such recoveries on its financial condition, results of operations and cash flows.

Current report

We are in the process of deleveraging our company, including through refinancing or repayment of a portion of our debt. We expect to continue to take actions to improve the maturity mix of our debt, including through refinancings or new issuances of notes, as well as redemptions and/or tender offers for near-dated maturities, from time to time as market conditions permit. The applicable interest rates have been, and are likely to continue to be, higher than previous applicable interest rates, due in large part to prevailing macroeconomic conditions and our credit ratings at the time. Despite these higher interest rates, we expect that our interest expense will be favorably impacted by lower overall debt balances as we continue to deleverage. The Company recently received a rating downgrade. We do not currently believe this will materially impact our overall liquidity; however, it may potentially increase our borrowing costs for future issuances of debt. Refer to Note 11— Debt for additional information.

Current report

Net cash provided by (used in) investing activities was $204.2 and $(53.8) for the three months ended September 30, 2026 and 2025, respectively. The decrease in cash used in investing activities of $258.0 was primarily attributable to $250.0 in proceeds received related to a license termination. The remaining increase was mainly driven by the timing of capital expenditures and related cash payments, which resulted in lower net cash outflows from investing activities compared to the prior-year period.

Current report

Net cash used in financing activities during the three months ended September 30, 2026 and 2025 was $299.5 and $7.6, respectively. The increase in cash used in financing activities of $291.9 was primarily attributable to net repayments of the Company's revolving credit facility in the current period using the initial proceeds from a license termination, compared to net borrowings on the revolving facility in the prior period. Higher net repayments of debt were partially offset by lower payments associated with the Company's forward repurchase contracts, as no Hedge Valuation Adjustment payments were made in the current period compared to $53.9 of payments in the prior period.

Current report

Cosmetic Talcum Powder Matters. The Company has been named as a defendant in numerous civil actions alleging that certain cosmetic talcum powder products sold by the Company were contaminated with asbestos leading to claims of bodily injury. While the Company and its legal counsel intend to continue to defend these cases vigorously as well as exploring various means of resolving claims before trial, there can be no assurances regarding the ultimate resolution of these matters, individually or collectively, or that such resolutions will not be material in nature.
Removed paragraphs (140)

Previous report

Markus Strobel was appointed by the Board of Directors (the “Board”) as Executive Chairman of the Board and Interim Chief Executive Officer (“Interim CEO”), effective January 1, 2026. Our long-term objectives remain focused on value creation, profitability, and growth. While no material changes to our strategy, capital allocation framework, or operational priorities have been finalized or approved, the Interim CEO continues to conduct a comprehensive review of the business to assess opportunities to enhance performance, strengthen competitive positioning, and improve execution across key areas.

Previous report

In the short term, we are accelerating dual sourcing for certain entry-level prestige products by leveraging regional input materials, and future launches will be developed with dual production capabilities. We expect that any increases in our cost of goods sold will be balanced with minimal price adjustments to ensure competitiveness. On a longer-term basis, we are evaluating expanded regionalization strategies, including potential additional U.S. investments. We will also continue to collaborate with external partners to strengthen our domestic manufacturing capabilities, supporting our goal of a robust, North America-based supply chain.

Previous report

On February 20, 2026, the U.S. Supreme Court issued a decision addressing the scope of tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). This ruling may allow for the recovery of IEEPA tariff amounts previously paid. The ruling leaves uncertainties regarding the timing and administration of any potential IEEPA tariff refunds by the U.S. government and may be subject to further legal and regulatory developments. Following the U.S. Supreme Court ruling, an executive order was issued imposing a new global tariff, in addition to any existing non-IEEPA tariffs. The Company is actively pursuing refund recovery activities related to IEEPA tariffs.

Previous report

Fragrances: Net revenues from fragrances decreased by a low-single-digit percentage compared to the prior-year period, reflecting a more competitive and promotional marketplace. We continue to plan to leverage innovations and new launches to unlock value in key markets like the U.S. market. Within our Consumer Beauty segment, we plan to streamline lifestyle fragrance initiatives while amplifying key franchises. We also remain focused on strengthening sell-out and improving market share across priority markets.

Previous report

Color Cosmetics: Net revenues from color cosmetics declined by a mid-single-digit percentage versus the prior-year period. We have begun implementing a performance improvement plan designed to narrow the sell-out gap over time through sharper strategic priorities and more focused investment behind core brands and franchises. Our market share in the mass color cosmetics segment has improved, although, our share gains still lag overall growth within the category. Prestige makeup sales improved by high-single-digits compared to the prior year period. We remain committed to strengthening execution across both mass and prestige, supported by targeted initiatives aimed at improving competitiveness and driving sustainable growth.

Previous report

Skin and Body Care: Net revenues from skin and body care declined by a low-single-digit percentage compared to the prior-year period, as competitive pricing actions and broader category dynamics in the Brazil body care market impacted net sales. We will focus on scalable and structurally profitable opportunities within skincare, while optimizing our mass body care exposure.

Previous report

Geographic Regions: Net revenue in the Americas declined by a mid-single-digit percentage, driven primarily by our business performance in the U.S. color cosmetics market. During the same period, net revenue in EMEA and Asia Pacific decreased by a low single-digit percentage, reflecting negative market trends across many European and Asian markets.

Previous report

We expect that our reported net revenue for the fourth quarter of fiscal 2026 will decline by a mid-single-digit percentage compared to the prior year period. We anticipate that our fourth quarter fiscal 2026 gross margin will be pressured as a result of lower net sales, as well as the net impact from tariffs, and elevated excess and obsolescence. We are re-accelerating our cost reduction efforts to deliver savings of approximately $80.0 in fiscal 2026.

Previous report

•Gains on sale of real estate: We have excluded the impact of gains on sale of real estate as such amounts are inconsistent in amount and frequency and are significantly impacted by the size of the sale. Our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

Previous report

•Prestige cosmetics sales growth of $11.6 primarily driven by increased net sales from Kylie makeup supported by success of KylieSkin Tintand launch of Hybrid Blush.

Previous report

•Prestige fragrance sales declines of $8.8 led by Hugo Boss due to a decline in sales in existing product lines, and declines across certain other fragrance brands across the portfolio, partially offset by increased net revenues from Calvin Klein due to launch of Euphoria Elixir; and

Previous report

In the three months ended March 31, 2026, net revenues from the Consumer Beauty segment decreased 4%, or $19.0, to $450.7 from $469.7 in the three months ended March 31, 2025, reflecting a decrease in unit volume of 9% (primarily driven by color cosmetics and body care), a negative price and mix impact of 1% (primarily driven by color cosmetics and body care), partially offset by a positive foreign currency exchange translation impact of 6% (primarily driven by the weakening of the U.S. dollar versus the Brazilian Real and the Euro). The decrease in net revenues primarily reflects:

Previous report

•Mass fragrance sales declines of $11.6 primarily due to lower net sales from Nautica in the U.S. market and across Asia.

Previous report

Gross margin was negatively impacted by higher discounts and promotions in the current period, which counterbalanced improvements in pricing, manufacturing efficiency, productivity, and procurement cost optimization.

Previous report

(i)550 basis points due to the loss on the termination of the KKW Collaboration Agreement in the prior period; and

Previous report

In the three months ended March 31, 2026, operating loss was $372.0 compared to loss of $280.4 in the three months ended March 31, 2025. Operating loss margin worsened to 29.0% in the three months ended March 31, 2026 as compared to an operating loss margin of 21.6% in the three months ended March 31, 2025. The decrease in operating margin is primarily driven by an increase in asset impairment charges (approximately 1,190 basis points), an increase in amortization expense as a percentage of net revenues (approximately 230 basis points), an increase in cost of goods sold (approximately 230 basis points), and an increase in fixed costs as a percentage of net revenues (approximately 180 basis points), partially offset by lower restructuring costs (approximately 590 basis points) and the loss on the termination of the KKW Collaboration Agreement in the prior period (approximately 550 basis points).

Previous report

In the three months ended March 31, 2026, operating income for Prestige was $58.4 compared to income of $78.7 in the three months ended March 31, 2025. Operating margin decreased to 7.0% of net revenues in the three months ended March 31, 2026 as compared to 9.5% in the three months ended March 31, 2025, driven by an increase in amortization expense as a percentage of net revenues (approximately 340 basis points); an increase in fixed costs as percentage of net revenue (approximately 210 basis points); and an increase in cost of goods sold as a percentage of net revenues (approximately 160 basis points) driven by an increase in manufacturing and freight expenses as a percentage of net revenue and negatively impacted by higher discounts and promotions in the current period. These factors were partially offset by a decrease in asset impairment charges (approximately 520 basis points).

Previous report

In the three months ended March 31, 2026, operating loss for Consumer Beauty was $423.3 compared to loss of $189.5 in the three months ended March 31, 2025. Operating loss margin worsened to 93.9% of net revenues in the three months ended March 31, 2026 as compared to an operating loss margin of 40.3% in the three months ended March 31, 2025, driven by an increase in asset impairment charges (approximately 4,430 basis points); an increase in cost of goods sold as a percentage of net revenues (approximately 460 basis points) driven by an increase in material, excess and obsolete and freight expenses as a percentage of net revenue and negatively impacted by higher discounts and promotions in the current year period; an increase in fixed costs as percentage of net revenue (approximately 240 basis points); and an increase in other operating income as a percentage of sales (approximately 190 basis points).

Previous report

Net Loss, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.

Previous report

In the three months ended March 31, 2026, amortization expense increased to $74.5 from $45.9 in the three months ended March 31, 2025. The increase was primarily driven by accelerated amortization related to a brand license. In the three months ended March 31, 2026, amortization expense of $65.3 and $9.2 was reported in the Prestige and Consumer Beauty segments, respectively. In the three months ended March 31, 2025, amortization expense of $37.2 and $8.7 was reported in the Prestige and Consumer Beauty segments, respectively.

Previous report

In the three months ended March 31, 2026, we incurred restructuring and other business structure realignment costs of $0.5 as follows:

Previous report

In the three months ended March 31, 2025, we incurred restructuring and other business structure realignment costs of $87.2, as follows:

Previous report

•We incurred in Restructuring costs of $76.6, of which $74.4 related to the Fixed Cost Reduction Plan included in the Condensed Consolidated Statements of Operations; and

Previous report

•We incurred business structure realignment costs of $10.6, which is reported in Selling, general and administrative expenses and cost of sales, primarily related to the Fixed Cost Reduction Plan.

Previous report

In the three months ended March 31, 2025, we incurred net loss of $71.0 related to the loss on the termination of the KKW Collaboration Agreement.

Previous report

In the three months ended March 31, 2026, we incurred $362.8 of asset impairment charges of which $237.1 related to goodwill within the Consumer Beauty segment, and $50.6, $48.5, $22.5, $4.1 related to the CoverGirl, Sally Hansen, Max Factor, and Bourjois trademarks, respectively, within the Consumer Beauty Segment.

Previous report

In the three months ended March 31, 2025, we incurred $212.8 of asset impairment charges of which $84.0, $61.0, and $24.9 related to the Max Factor, CoverGirl and Bourjois trademarks, respectively, totaling $169.9 within the Consumer Beauty segment and $42.9 related to thephilosophy trademark within the Prestige Segment.

Previous report

In the three months ended March 31, 2026, other expense was $53.2 as compared with other expense of $132.3 in the three months ended March 31, 2025. The decrease in Other expense of $79.1 is primarily due to an unfavorable fair market value adjustment of $53.0 in the prior year period related to our equity investment in Wella and lower net losses on forward repurchase contracts of $25.4 compared to the prior year period.

Previous report

The effective tax benefit rate of 12.7% in the three months ended March 31, 2025 was lower than the statutory tax rate of 21% primarily due to a capital loss realized on the sale of the Company’s investment in KKW Holdings during the period for which no tax benefit can be recognized, the loss on forward repurchase contracts having a higher proportional impact in the current period, as well as the impact of fair value losses related to the investment in Wella taxed at a rate below the statutory rate of 21%.

Previous report

(d)For the three months ended March 31, 2026, this primarily represents recovery of previously written-off non-income tax credits. For the three months ended March 31, 2025, this primarily represents recovery of previously written-off non-income tax credits, the amortization of basis differences in certain equity method investments, and net loss on the sale of an equity investment.

Previous report

Net loss attributable to Coty Inc. was $408.1 in the three months ended March 31, 2026 as compared to net loss of $405.7 in the three months ended March 31, 2025. The net loss was primarily driven by the higher asset impairment charges of $150.0, lower gross profit of $40.5, and an increase in amortization expense of $28.6, partially offset by lower other expense of $79.1, decrease in restructuring costs of $77.0, a decrease in selling, general, and administrative expenses of $50.5, and lower interest expense of $14.2 in the current period.

Previous report

(c)For the three months ended March 31, 2025, this represents unrealized (gain) loss recognized for the change in fair value of the investment in the Wella Company.

Previous report

(d)For the three months ended March 31, 2026, this primarily represents recovery of previously written-off non-income tax credits. For the three months ended March 31, 2025, this primarily represents recovery of previously written-off non-income tax credits, the amortization of basis differences in certain equity method investments, and net loss on the sale of an equity investment.

Previous report

NINE MONTHS ENDED MARCH 31, 2026 AS COMPARED TO NINE MONTHS ENDED MARCH 31, 2025

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Previous wording

The following discussion and analysis of the financial condition and results of operations of Coty Inc. and its consolidated subsidiaries, should be read in conjunction with the information contained in the Condensed Consolidated Financial Statements and related notes included elsewhere in this document, and in our other public filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (“Fiscal 2025 Form 10-K”). When used in this discussion, the terms “Coty,” the “Company,” “we,” “our,” or “us” mean, unless the context otherwise indicates, Coty Inc. and its majority and wholly-owned subsidiaries. Also, when used in this Quarterly Report on Form 10-Q, the term “includes” and “including” means, unless the context otherwise indicates, including without limitation. The following report includes certain non-GAAP financial measures. See “Overview—Non-GAAP Financial Measures” for a discussion of non-GAAP financial measures and how they are calculated.

Current wording

The following discussion and analysis of the financial condition and results of operations of Coty Inc. and its consolidated subsidiaries, should be read in conjunction with the information contained in the Condensed Consolidated Financial Statements and related notes included elsewhere in this document, and with our other public filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the fiscal year ended June 30, 2026 (“Fiscal 2026 Form 10-K”). When used in this discussion, the terms “Coty,” the “Company,” “we,” “our,” or “us” mean, unless the context otherwise indicates, Coty Inc. and its majority and wholly-owned subsidiaries. Also, when used in this Quarterly Report on Form 10-Q, the term “includes” and “including” means, unless the context otherwise indicates, including without limitation. The following report includes certain non-GAAP financial measures. See “Overview—Non-GAAP Financial Measures” for a discussion of non-GAAP financial measures and how they are calculated.

Previous wording

Certain statements in this Form 10-Q are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, strategic planning, targets and outlook for future reporting periods (including the extent and timing of revenue, expense and profit trends and changes in operating cash flows and cash flows from operating activities and investing activities), the Company’s future operations and strategy (including the expected implementation and related impact of its strategic priorities), ongoing and future cost efficiency, optimization and restructuring initiatives and programs, expectations of the impact of inflationary pressures and the timing, magnitude and impact of pricing actions to offset inflationary costs, strategic transactions (including their expected timing and impact), the strategic review of the Company’s consumer beauty business, including its mass color cosmetics business and associated brands and the Company’s distinct Brazil business comprised of local Brazilian brands, and any transactions related thereto, use of proceeds from any transaction and the timing and outcome of the strategic review, expectations and/or plans with respect to joint ventures, the timing and size of any future distribution related to the Wella Distribution Rights (as defined below), the Company’s capital allocation strategy and payment of dividends (including suspension of dividend payments and the duration thereof and any plans to resume cash dividends on common stock or to continue to pay dividends in cash on preferred stock) and expectations for stock repurchases, investments, plans and expectations with respect to licenses and/or portfolio changes, product launches, relaunches or rebranding (including the expected timing or impact thereof), plans for growth in certain categories, markets, channels and other white spaces, synergies, savings, performance, cost, timing and integration of acquisitions, future cash flows, liquidity and borrowing capacity (including any refinancing or deleveraging activities), timing and size of cash outflows and debt deleveraging, the timing and magnitude of any “true-up” payments in connection with our forward repurchase contracts and plans for settlement of such contracts, the timing and extent of any future impairments, and synergies, savings, impact, cost, timing and implementation of the Company’s ongoing strategic transformation agenda (including operational and organizational structure changes, operational execution and simplification initiatives, fixed cost reduction plans, continued process improvements and supply chain changes), the impact, cost, timing and implementation of e-commerce and digital initiatives, the expected impact, cost, timing and implementation of sustainability initiatives (including progress, plans, goals and our ability to achieve sustainability targets), the expecte…

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Current wording

Certain statements in this Form 10-Q are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, strategic planning, targets and outlook for future reporting periods (including the extent and timing of revenue, expense and profit trends and changes in operating cash flows and cash flows from operating activities and investing activities, as well as the Company’s expectations for the impact of the exit from the Gucci Beauty license), the Company’s future operations and strategy (including the ongoing refinement and implementation and related impact of its global business strategies), the Company’s plans to evaluate its central organization, manufacturing and asset base, and certain market structures to adjust its scope and size for its future business, the Company’s ongoing and future cost efficiency, optimization and restructuring initiatives and programs (including plans to develop a significant fixed-cost savings plan in connection with the exit from the Gucci Beauty license), the ongoing strategic review of the Company’s consumer beauty business, including its mass color cosmetics business and associated brands and the Company’s distinct Brazil business comprised of local Brazilian brands, the timing and outcome of such strategic review and any transactions related thereto, use of proceeds from any such transactions, expectations and/or plans with respect to joint ventures, the timing and size of any future distribution related to the Wella Distribution Rights, the Company’s capital allocation strategy and payment of dividends (including suspension of dividend payments and the duration thereof and any plans to resume cash dividends on common stock or to continue to pay dividends in cash on preferred stock) and expectations for stock repurchases or investments, plans and expectations with respect to licenses and/or portfolio changes, product launches, relaunches or rebranding (including the expected timing or impact thereof), plans for strengthening presence in certain categories, markets and channels, expectations for the impact, costs, timing and outcome of any future divestitures, expectations for synergies, savings, performance, cost, timing and integration of any future acquisitions, expectations for future cash flows, liquidity and borrowing capacity (including any refinancing or deleveraging activities), timing and size of cash outflows and debt deleveraging, the timing and magnitude of any “true-up” payments in connection with our forward repurchase contracts and plans for the settlement of such contracts, the timing and extent of any future impairments, and synergies, savings, impact, cost and timing of the Company’s ongoing refinement and implementation of its global business strategies (including operational and organizational structure changes, operational execution and simplification initi…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

•our ability to successfully implement our strategic priorities (including leveraging our leadership position and capabilities in global fragrances to fuel strong expansion and continue to grow our footprint and diversification in a limited number of structurally profitable and growing beauty categories and geographic markets at scale), achieve the benefits contemplated by our strategic initiatives (including revenue growth, cost control, gross margin growth and debt deleveraging), and compete effectively in the beauty industry, in each case within the expected time frame or at all;

Current wording

•our ability to successfully implement our strategic priorities (including leveraging our leadership position and capabilities in global fragrances to fuel strong expansion and strengthen our presence in a limited number of structurally profitable and growing beauty categories and geographic markets at scale), achieve the benefits contemplated by our long-term objectives (including value creation, growth, profitability and debt deleveraging), and compete effectively in the beauty industry, in each case within the expected time frame or at all;

Previous wording

•our ability to anticipate, gauge and respond to market trends and consumer preferences, which may change rapidly, and the market acceptance of new products, including new products in our skincare and prestige cosmetics portfolios, any relaunched or rebranded products and the anticipated costs and discounting associated with such relaunches and rebrands, and consumer receptiveness to our current and future marketing philosophy and consumer engagement activities (including digital marketing and media), andour ability to effectively manage our production and inventory levels in response to demand;

Current wording

•our ability to anticipate, gauge and respond to market trends and consumer preferences, which may change rapidly, and the market acceptance of new products, including new products in our prestige fragrance and prestige cosmetics portfolios, any relaunched or rebranded products and the anticipated costs and discounting associated with such relaunches and rebrands, and consumer receptiveness to our current and future marketing philosophy and consumer engagement activities (including digital marketing and media), and our ability to effectively manage our production and inventory levels in response to demand;

Previous wording

•future divestitures and the impact thereof on, and future acquisitions, new licenses and joint ventures and the integration thereof with, our business, operations, systems, financial data and culture and the ability to realize synergies, manage supply chain challenges and other business disruptions, reduce costs (including through our cash efficiency initiatives), avoid liabilities and realize potential efficiencies and benefits (including through our restructuring initiatives) at the levels and at the costs and within the time frames contemplated or at all;

Current wording

•future divestitures and the impact thereof on, and future acquisitions, new licenses and joint ventures and the integration thereof with, our business, operations, systems, financial data and culture and the ability to realize synergies, manage supply chain challenges and other business disruptions, reduce costs (including through our cash efficiency initiatives), avoid liabilities and realize potential efficiencies and benefits (including through our restructuring initiatives or current or future fixed-cost savings plans) at the levels and at the costs and within the time frames contemplated or at all;

Previous wording

•restrictions imposed on us through our license agreements, credit facilities and senior unsecured bonds or other material contracts, our ability togenerate cash flow to repay, refinance or recapitalize debt and otherwise comply with our debt instruments, and changes in the manner in which we finance our debt and future capital needs;

Current wording

•restrictions imposed on us through our license agreements, credit facilities and senior unsecured bonds or other material contracts, our ability to generate cash flow to repay, refinance or recapitalize debt and otherwise comply with our debt instruments, and changes in the manner in which we finance our debt and future capital needs;

Previous wording

•increasing dependency on information technology, including as a result of expanded use of AI and advanced analytics in our operations as well asremote working practices, and our ability or the ability of any of the third-party service providers we use to support our business, to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, including ransomware attacks, costs and timing of implementation and effectiveness of any upgrades or other changes to information technology systems, and the cost of compliance or our failure to comply with any privacy or data security laws (including the European Union General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act and similar state laws, the Brazil General Data Protection Law, and the China Data Security Law and Personal Information Protection Law) or to protect against theft of customer, employee and corporate sensitive information;

Current wording

•increasing dependency on information technology, including as a result of expanded use of AI and advanced analytics in our operations as well as remote working practices, and our ability or the ability of any of the third-party service providers we use to support our business, to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, including ransomware attacks, costs and timing of implementation and effectiveness of any upgrades or other changes to information technology systems, and the cost of compliance or our failure to comply with any privacy or data security laws (including the European Union General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act and similar state laws, the Brazil General Data Protection Law, and the China Data Security Law and Personal Information Protection Law) or to protect against theft of customer, employee and corporate sensitive information;

Previous wording

•our relationship with KKR, whose affiliates are investors in Rainbow JVCO LTD and subsidiaries (together, “Wella” or the “Wella Company”) following the sale of a majority stake in our Professional and Retail Hair business, including the Wella, Clairol, OPI and ghd brands (together, the “Wella Business”) and the subsequent sale of our remaining Wella stake, any related conflicts of interest or litigation, and the timing and terms of any future sale or initial public offering of Wella;

Current wording

•our relationship with KKR, whose affiliates are investors in the Wella Company following the sale of a majority stake in our Professional and Retail Hair business and the subsequent sale of our remaining Wella stake, any related conflicts of interest or litigation, and the timing, terms and proceeds of any future sale or public offering of Wella and the impact thereof on our distribution rights;

Previous wording

Our products are sold in approximately 123 countries and territories. As a geographically diverse company, we are susceptible to global economic trends, geopolitical conflicts, domestic and foreign governmental policies, and changes in foreign exchange rates. We remain attentive to economic and geopolitical conditions that may materially impact our business.

Current wording

Our products are sold globally. As a geographically diverse company, we are susceptible to global economic trends, geopolitical conflicts, domestic and foreign governmental policies, and changes in foreign exchange rates. We remain attentive to economic and geopolitical conditions that may materially impact our business.

Previous wording

Tariffs: Recent changes in U.S. and international trade policies—particularly tariff increases—and the ongoing uncertainty surrounding such policies may present challenges to our business operations and financial condition. These challenges may include supply chain disruptions and commodity price volatility, resulting in increases in our cost of goods sold. Under the current tariff framework, the biggest areas of potential challenges for us are prestige fragrances shipped to the U.S. from our Barcelona plant, and the sourcing of various components and marketing materials from China. In response, we have evaluated more diversified sourcing strategies, strategic pricing adjustments and cost-reduction initiatives to help offset these pressures and protect our profitability. We are optimizing our supply chain to enhance resilience and agility in response to changing tariff environments. We have successfully transitioned mass fragrance production, production for certain entry-level prestige fragrance products, and fragrance mists to our U.S. manufacturing site.

Current wording

Tariffs: Recent changes in U.S. and international trade policies—particularly tariff increases—and the ongoing uncertainty surrounding such policies may present challenges to our business operations and financial condition. These challenges may include supply chain disruptions and commodity price volatility, resulting in increases in our cost of goods sold.

Previous wording

We currently estimate that our operating results will be impacted by approximately $32.0 in costs related to tariff increases, after mitigating actions, through the first quarter of fiscal 2027. Of this amount, approximately $30.0 is expected to be reflected in our fiscal 2026 operating results, with the remaining amount of approximately $2.0 expected to be reflected in the first quarter of fiscal 2027. In the first nine months of fiscal 2026, approximately $23.0 of net tariff costs are reflected in our operating results. Despite our efforts, reductions in consumer confidence and discretionary spending could impact demand for our products and negatively affect our sales. We are closely monitoring developments, evaluating potential impacts, and proactively taking steps to mitigate adverse effects on our business.

Current wording

We currently estimate that our operating results will be impacted by approximately $29.8 in gross costs related to tariff increases, after prior mitigating actions, in fiscal 2027. In the first three months of fiscal 2027, approximately $6.7 of net tariff costs are reflected in our operating results. Despite our efforts, reductions in consumer confidence and discretionary spending could impact demand for our products and negatively affect our sales. We are closely monitoring developments, evaluating potential impacts, and proactively taking steps to mitigate adverse effects on our business.

Previous wording

Middle East Conflict: In February 2026, geopolitical tensions in the Middle East escalated significantly leading to a military conflict involving the United States, Israel, and Iran, and resulting in regional instability and increased volatility in global energy markets. We have mitigated certain direct impacts, including those related to disruptions in regional shipping routes such as transit through the Strait of Hormuz. Continued or expanded conflict could adversely affect global economic conditions, supply chains, transportation logistics, and customer demand, and is expected to impact our financial condition, and results of operations. Impacts may vary depending on how conditions develop across the region and in global markets. Net revenues in the Middle East accounted for approximately mid-single-digit percentage of our consolidated net revenues for fiscal 2025. The Middle East accounted for approximately mid-single-digit percentage and low-single-digit percentage of Prestige and Consumer Beauty segment fiscal 2025 net revenues, respectively.

Current wording

Middle East Conflict: In February 2026, geopolitical tensions in the Middle East escalated significantly leading to a military conflict involving the United States, Israel, and Iran, and resulting in regional instability and increased volatility in global energy markets. Continued or expanded conflict could adversely affect global economic conditions, supply chains, transportation logistics, and customer demand, and is expected to impact our financial condition, and results of operations. Impacts may vary depending on how conditions develop across the region and in global markets. Net revenues in the Middle East accounted for approximately low-single digit percentage of our consolidated net revenues for the first quarter of fiscal 2027, and declined by a high double-digit percentage compared to the prior year. The Middle East accounted for approximately mid-single-digit percentage and low-single-digit percentage of Prestige and Consumer Beauty segment first quarter fiscal 2027 net revenues, respectively. We currently estimate that, if Brent crude oil prices remain within the range of $90 to $100 per barrel due to the Middle East conflict, our operating results in fiscal 2027 could be impacted by an increase of approximately $25.0 to $30.0 in cost of goods sold.

Previous wording

Adjusted operating income/Adjusted EBITDA excludes restructuring costs and business structure realignment programs, amortization, acquisition- and divestiture-related costs and acquisition accounting impacts, stock-based compensation, and asset impairment charges and other adjustments as described below. For adjusted EBITDA, in addition to the preceding, we exclude adjusted depreciation as defined below. We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and significance. They are primarily incurred to realign our operating structure and integrate new acquisitions, and implement divestitures of components of our business, and fluctuate based on specific facts and circumstances. Additionally, Adjusted net income attributable to Coty Inc. and Adjusted net income attributable to Coty Inc. per common share are adjusted for certain interest and other (income) expense items, as described below, and the related tax effects of each of the items used to derive Adjusted net income as such charges are not used by our management in assessing our operating performance period-to-period.

Current wording

Adjusted operating income (loss) / Adjusted EBITDA excludes restructuring costs and business structure realignment programs, amortization, acquisition- and divestiture-related costs and acquisition accounting impacts, stock-based compensation, and asset impairment charges and other adjustments as described below. For adjusted EBITDA, in addition to the preceding, we exclude adjusted depreciation as defined below. We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and significance. They are primarily incurred to realign our operating structure and integrate new acquisitions, and implement divestitures of components of our business, and fluctuate based on specific facts and circumstances. Additionally, Adjusted net income (loss) attributable to Coty Inc. and Adjusted net income (loss) attributable to Coty Inc. per common share are adjusted for certain interest and other (income) expense items, as described below, and the related tax effects of each of the items used to derive Adjusted net income (loss) as such charges are not used by our management in assessing our operating performance period-to-period.

Previous wording

•Gain or loss on sale and early license termination: We have excluded the impact of gain or loss on sale and early license termination as such amounts are inconsistent in amount and frequency and are significantly impacted by the size of the sale and early license termination.

Current wording

•Gain or loss on brand exit, sale and early license termination: We have excluded the impact of gain or loss on brand exit, sale and early license termination as such amounts are inconsistent in amount and frequency and are significantly impacted by the size of the brand exit, sale and early license termination.

Previous wording

•Stock-based compensation: Although stock-based compensation is a key incentive offered to our employees, we have excluded the effect of these expenses from the calculation of adjusted operating income and adjusted EBITDA. This is due to their primarily non-cash nature; in addition, the amount and timing of these expenses may be highly variable and unpredictable, which may negatively affect comparability between periods.

Current wording

•Stock-based compensation: Although stock-based compensation is a key incentive offered to our employees, we have excluded the effect of these expenses from the calculation of adjusted operating income (loss) and adjusted EBITDA. This is due to their primarily non-cash nature; in addition, the amount and timing of these expenses may be highly variable and unpredictable, which may negatively affect comparability between periods.

Previous wording

•Depreciation and Adjusted depreciation: Our adjusted operating income excludes the impact of accelerated depreciation for certain restructuring projects that affect the expected useful lives of Property, Plant and Equipment, as such charges vary significantly based on the size and timing of the programs. Further, we have excluded adjusted depreciation, which represents depreciation expense net of accelerated depreciation charges, from our adjusted EBITDA. Our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

Current wording

•Depreciation and Adjusted depreciation: Our adjusted operating income (loss) excludes the impact of accelerated depreciation for certain restructuring projects that affect the expected useful lives of Property, Plant and Equipment, as such charges vary significantly based on the size and timing of the programs. Further, we have excluded adjusted depreciation, which represents depreciation expense net of accelerated depreciation charges, from our adjusted EBITDA. Our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

Previous wording

•Other (income) expense: We have excluded the impact of pension curtailment (gains) and losses and pension settlements as such events are triggered by our restructuring and other business realignment activities and the amount of such charges vary significantly based on the size and timing of the programs. Further, we have excluded realized and unrealized gains and losses on the investment in Wella, as well as expenses related to potential or actual sales transactions reducing equity investments, as our management believes these gains and losses do not reflect our underlying ongoing business, and the adjustment of such impact helps investors and others compare and analyze performance from period to period. Such transactions do not reflect our operating results and we have excluded the impact as our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

Current wording

•Other (income) expense: We have excluded the impact of pension curtailment (gains) and losses and pension settlements as such events are triggered by our restructuring and other business realignment activities and the amount of such charges vary significantly based on the size and timing of the programs. Further, we have excluded realized and unrealized gains and losses on the investment in Wella, as our management believes these gainsand losses do not reflect our underlying ongoing business, and the adjustment of such impact helps investors and others compare and analyze performance from period to period. Such transactions do not reflect our operating results and we have excluded the impact as our management believes that the adjustment of these items supplements the GAAP information with a measure that can be used to assess the sustainability of our operating performance.

Previous wording

•Tax: This adjustment represents the impact of the tax effect of the pretax items excluded from Adjusted net income. The tax impact of the non-GAAP adjustments is based on the tax rates related to the jurisdiction in which the adjusted items are received or incurred. Additionally, adjustments are made for the tax impact of any intra-entity transfer of assets and liabilities. Also, in connection with our market exit in Russia, we have adjusted for the release of tax charges previously taken related to certain direct incremental impacts of the decision.

Current wording

•Tax: This adjustment represents the impact of the tax effect of the pretax items excluded from Adjusted net income (loss). The tax impact of the non-GAAP adjustments is based on the tax rates related to the jurisdiction in which the adjusted items are received or incurred. Additionally, adjustments are made for the tax impact of any intra-entity transfer of assets and liabilities. Also, in connection with our market exit in Russia, we have adjusted for the release of tax charges previously taken related to certain direct incremental impacts of the decision.

Previous wording

In the three months ended March 31, 2026, net revenues decreased 1%, or $17.5, to $1,281.6 from $1,299.1 in the three months ended March 31, 2025, reflecting a decrease in unit volume of 8% (primarily driven by body care brands — mainly in Brazil — and color cosmetics), partially offset by a positive foreign currency exchange translation impact of 6% (primarily driven by the weakening of the U.S. dollar versus the Euro) and a positive price and mix impact of 1% (primarily driven by lower sales of lower-priced body care products in Brazil, partially offset by increased trade incentives related to prestige fragrances). The overall decrease in net revenues reflects sales declines within Consumer Beauty, largely due to lower mass fragrance sales across regions and lower color cosmetics sales primarily as a result of the negative performance of our brands in the United States market. Net revenues decreased in the Americas and EMEA, partially offset by an increase in the Asia Pacific region.

Current wording

In the three months ended September 30, 2026, net revenues decreased 1%, or $22.0, to $1,555.2 from $1,577.2 in the three months ended September 30, 2025, primarily as a result of a negative price and mix impact of 5% (primarily driven by prestige fragrances, color cosmetics and mass fragrance) partially offset by an increase in unit volume of 3% (primarily driven by prestige cosmetics and prestige fragrances), and reflecting a neutral foreign currency exchange translation impact. The overall decrease in net revenues reflects sales declines within Prestige and Consumer Beauty as described in detail below. Net revenues decreased in EMEA, partially offset by an increase in the Asia Pacific region.

Previous wording

In the three months ended March 31, 2026, net revenues from the Prestige segment increased$1.5 to $830.9 compared to $829.4 in the three months ended March 31, 2025, reflecting a positive foreign currency exchange translation impact of 5% (primarily driven by the weakening of the U.S. dollar versus the Euro) partially offset by a decrease in unit volume of 3% (primarily due to lower sales volume in prestige fragrances) and a negative price and mix impact of 3% (primarily due to increased trade incentives related to prestige fragrances). The increase in net revenues primarily reflects:

Current wording

In the three months ended September 30, 2026, net revenues from the Prestige segment decreased $11.1 to $1,058.4 compared to $1,069.5 in the three months ended September 30, 2025, primarily as a result of a negative price and mix impact of 6% (primarily driven by increased trade incentives related to prestige fragrances), partially offset by an increase in unit volume of 5% (primarily due to higher sales volume in prestige fragrances and cosmetics) and reflecting a neutral foreign currency exchange translation impact. The decrease in net revenues primarily reflects:

Previous wording

•Color cosmetics sales declines of $9.2 due to a decline in sales led by the United States impacting net revenues from Covergirl; and

Current wording

•Color cosmetics sales declines of $11.4 due to a decline in sales primarily in Europe led by Rimmeland MaxFactor.

Previous wording

In the three months ended March 31, 2026, cost of sales increased 5%, or $23.0, to $489.7 from $466.7 in the three months ended March 31, 2025. Cost of sales as a percentage of net revenues increased to 38.2% in the three months ended March 31, 2026 from 35.9% in the three months ended March 31, 2025, resulting in a gross margin decrease of approximately 230 basis points, primarily reflecting:

Current wording

In the three months ended September 30, 2026, cost of sales increased 2%, or $10.0, to $570.4 from $560.4 in the three months ended September 30, 2025. Cost of sales as a percentage of net revenues increased to 36.7% in the three months ended September 30, 2026 from 35.5% in the three months ended September 30, 2025, resulting in a gross margin decrease of approximately 120 basis points, primarily reflecting:

Previous wording

(iii)approximately 70 basis points increase related to excess and obsolescence costs as a percentage of net revenues.

Current wording

(i)approximately 60 basis points increase related to excess and obsolescence costs as a percentage of net revenues;

Previous wording

(ii)approximately 80 basis points related to increased freight costs as a percentage of net revenues, primarily driven by the impact of tariffs; and

Current wording

(ii)approximately 50 basis points related to increased freight costs as a percentage of net revenues, primarily driven by the impact of rising fuel surcharges; and

Previous wording

(i)approximately 100 basis points, primarily due to an increase in manufacturing and material costs as a percentage of net revenues;

Current wording

(iii)approximately 20 basis points, primarily due to an increase in manufacturing and material costs as a percentage of net revenues.

Previous wording

(iv)approximately 20 basis points related to decreased designer license fees as a percentage of net revenues.

Current wording

(iv)approximately 10 basis points related to decreased designer license fees as a percentage of net revenues.

Previous wording

In the three months ended March 31, 2026, selling, general and administrative expenses decreased 6%, or $50.5, to $727.0 from $777.5 in the three months ended March 31, 2025. Selling, general and administrative expenses as a percentage of net revenues decreased to 56.7% in the three months ended March 31, 2026 from 59.8% in the three months ended March 31, 2025, or approximately 310 basis points. This decrease primarily reflects:

Current wording

In the three months ended September 30, 2026, selling, general and administrative expenses decreased 2%, or $13.9, to $779.6 from $793.5 in the three months ended September 30, 2025. Selling, general and administrative expenses as a percentage of net revenues decreased to 50.1% in the three months ended September 30, 2026 from 50.3% in the three months ended September 30, 2025, or approximately 20 basis points. This decrease primarily reflects:

Previous wording

(ii)80 basis points due to favorable transactional impact from our exposure to foreign currency as a percentage of net revenues.

Current wording

(iii)20 basis points due to favorable transactional impact from our exposure to foreign currency as a percentage of net revenues.

Previous wording

(iv)120 basis points due to an increase in operational accruals as a percentage of net revenues.

Current wording

(iv)100 basis points due to an increase in operational accruals as a percentage of net revenues; and

Previous wording

(iii)190 basis points due to an increase in fixed costs as a percentage of net revenues due to an increase in administrative expense which includes an increase in discretionary compensation for employees; and

Current wording

(v)20 basis points due to an increase in fixed costs as a percentage of net revenues due to an increase in administrative expense.

Previous wording

In the nine months ended March 31, 2026, operating loss was $38.8 compared to income of $225.6 in the nine months ended March 31, 2025. Operating loss margin as a percentage of net revenues decreased to 0.9% in the nine months ended March 31, 2026 as compared to an operating income margin of 4.9% in the nine months ended March 31, 2025. The decrease in operating margin is largely driven by an increase in asset impairment charges (approximately 340 basis points), an increase in cost of goods sold (approximately 210 basis points), an increase in amortization expense as a percentage of net revenues (approximately 110 basis points), an increase in fixed costs as a percentage of net revenues (approximately 90 basis points), and an increase in advertising and consumer promotional costs as a percentage of net revenues (approximately 70 basis points), partially offset by a decrease in restructuring costs as a percentage of net revenue (approximately 160 basis points) and a decrease in other operating income as a percentage of net revenue (approximately 70 basis points).

Current wording

In the three months ended September 30, 2026, operating income was $170.4 compared to income of $185.0 in the three months ended September 30, 2025. Operating income margin worsened to 11.0% in the three months ended September 30, 2026 as compared to 11.7% in the three months ended September 30, 2025. The decrease in operating margin is primarily driven by an increase in cost of goods sold (approximately 115 basis points), an increase in other operating expenses as a percentage of net revenues (approximately 90 basis points) and an increase in fixed costs as a percentage of net revenues (approximately 20 basis points), partially offset by a decrease in advertising and consumer promotional costs as a percentage of net revenues (approximately 70 basis points), a decrease in stock compensation expense as a percentage of net revenues (approximately 40 basis points) and a decrease in amortization expense as a percentage of net revenues (approximately 30 basis points).

Previous wording

In the three months ended March 31, 2026, the operating loss for Corporate was $7.1 compared to a loss of $169.6 in the three months ended March 31, 2025, as described under “Adjusted Operating Income for Coty Inc.” below. The decrease in the operating loss for Corporate was primarily driven by a $86.7 decrease in restructuring and other business realignment costs, a loss on the termination of the KKW Collaboration Agreement in the prior period of $71.0, and a $5.2 decrease in stock-based compensation.

Current wording

In the three months ended September 30, 2026, the operating loss for Corporate was $16.5 compared to a loss of $16.2 in the three months ended September 30, 2025. The increase in the operating loss for Corporate was primarily driven by a $6.4 increase in restructuring and other business realignment costs and a $1.2 increase in loss (gain) on brand exit and early license termination costs, partially offset by a $7.3 decrease in stock-based compensation.

Previous wording

(a)See a reconciliation of reported net income to operating income (loss) to adjusted operating income (loss) and adjusted EBITDA for Coty Inc. and reconciliations of segment operating income (loss) to segment adjusted operating income (loss) and segment adjusted EBITDA for the Prestige, Consumer Beauty and Corporate segments with a description of the adjustments under “Net (Loss) Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.” and “Segment Operating Income (Loss), Segment Adjusted Operating Income (Loss) and Segment Adjusted EBITDA”, below. All adjustments are reflected in Corporate, except for amortization and asset impairment charges on goodwill, indefinite-lived intangible assets, and finite-lived intangible assets, which are reflected in the Prestige and Consumer Beauty segments.

Current wording

(a)See a reconciliation of reported net income to operating income (loss) to adjusted operating income (loss) and adjusted EBITDA for Coty Inc. and reconciliations of segment operating income (loss) to segment adjusted operating income (loss) and segment adjusted EBITDA for the Prestige, Consumer Beauty and Corporate segments with a description of the adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.” and “Segment Operating Income (Loss), Segment Adjusted Operating Income (Loss) and Segment Adjusted EBITDA”, below. All adjustments are reflected in Corporate, except for amortization and asset impairment charges on goodwill, indefinite-lived intangible assets, and finite-lived intangible assets, which are reflected in the Prestige and Consumer Beauty segments.

Previous wording

We believe that adjusted operating income further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” Reconciliation of reported net loss to adjusted operating income and adjusted EBITDA is presented below:

Current wording

We believe that adjusted operating income further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” Reconciliation of reported net income to adjusted operating income and adjusted EBITDA is presented below:

Previous wording

In the three months ended March 31, 2026, adjusted operating income decreased $75.5 to $72.4 from $147.9 in the three months ended March 31, 2025. Adjusted operating margin decreased to 5.6% of net revenues in the three months ended March 31, 2026 from 11.4% in the three months ended March 31, 2025. In the three months ended March 31, 2026, adjusted EBITDA decreased $77.2 to $127.0 from $204.2 in the three months ended March 31, 2025. Adjusted EBITDA margin decreased to 9.9% of net revenues in the three months ended March 31, 2026 from 15.7% in the three months ended March 31, 2025.

Current wording

In the three months ended September 30, 2026, adjusted operating income decreased $20.0 to $220.5 from $240.5 in the three months ended September 30, 2025. Adjusted operating margin decreased to 14.2% of net revenues in the three months ended September 30, 2026 from 15.2% in the three months ended September 30, 2025. In the three months ended September 30, 2026, adjusted EBITDA decreased $21.9 to $274.2 from $296.1 in the three months ended September 30, 2025. Adjusted EBITDA margin decreased to 17.6% of net revenues in the three months ended September 30, 2026 from 18.8% in the three months ended September 30, 2025.

Previous wording

Operating Loss, Adjusted Operating Loss and Adjusted EBITDA - Corporate Segment

Current wording

Operating Loss, Adjusted Operating Income and Adjusted EBITDA - Corporate Segment

Previous wording

•We incurred a credit in Restructuring costs of $0.4, which is included in the Condensed Consolidated Statements of Operations; and

Current wording

•We incurred a credit in Restructuring costs of $0.3, which is included in the Condensed Consolidated Statements of Operations; and

Previous wording

•We incurred business structure realignment costs of $0.9, which is reported in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

Current wording

•We incurred business structure realignment costs of $8.4, which is reported in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

Showing the first 40 of 66 pairs. Open the source sections for the rest.

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Current report — wording carried from elsewhere

(including our financial condition, results of operations, cash flows and prospects) to differ materially from such statements, including risks and uncertainties relating to:

Current report — wording carried from elsewhere

Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.

Current report — wording carried from elsewhere

NET INCOME ATTRIBUTABLE TO COTY INC.
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Previous report — wording carried elsewhere

Operating Loss, Adjusted Operating Loss and Adjusted EBITDA - Consumer Beauty Segment

Previous report — wording carried elsewhere

In the three months ended March 31, 2026, net interest expense was $33.7 as compared with $47.9 in the three months ended March 31, 2025. The decrease in interest expense is primarily due to lower average debt balance in the current period as well as lower average interest rates.

Previous report — wording carried elsewhere

Reconciliation of Reported Loss Before Income Taxes to Adjusted (Loss) Income Before Income Taxes and Effective Tax Rates:

Previous report — wording carried elsewhere

We believe that adjusted net (loss) income attributable to Coty Inc. provides an enhanced understanding of our performance. See “Overview—Non-GAAP Financial Measures.”

Previous report — wording carried elsewhere

(i)approximately 110 basis points related to an increase in manufacturing and material costs as a percentage of net revenues,

Previous report — wording carried elsewhere

(ii)approximately 60 basis points related to increased freight costs as a percentage of net revenues, primarily driven by the impact of tariffs,

Previous report — wording carried elsewhere

(iii)approximately 30 basis points increase related to excess and obsolescence costs, as a percentage of net revenues; and

Previous report — wording carried elsewhere

(iv)approximately 10 basis points related to increased designer license fees as a percentage of net revenues.

Previous report — wording carried elsewhere

(iii)60 basis points due to an increase in operational accruals a percentage of net revenues; and

Previous report — wording carried elsewhere

Corporate primarily includes corporate expenses not directly related to our operating activities. These items are included in Corporate since we consider them to be Corporate responsibilities, and these items are not used by our management to measure the underlying performance of the segments.

Previous report — wording carried elsewhere

We believe that Adjusted Operating Income by segment further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” A reconciliation of reported Operating income to Adjusted Operating Income is presented below, by segment:

Previous report — wording carried elsewhere

(a)See a reconciliation of reported net income to operating income (loss) to adjusted operating income (loss) and adjusted EBITDA for Coty Inc. and reconciliations of segment operating income (loss) to segment adjusted operating income (loss) and segment adjusted EBITDA for the Prestige, Consumer Beauty and Corporate segments with a description of the adjustments under “Net (Loss) Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.” and “Segment Operating Income (Loss), Segment Adjusted Operating Income (Loss) and Segment Adjusted EBITDA”, below. All adjustments are reflected in Corporate, except for amortization and asset impairment charges on goodwill, indefinite-lived intangible assets, and finite-lived intangible assets, which are reflected in the Prestige and Consumer Beauty segments.

Previous report — wording carried elsewhere

We believe that adjusted operating income further enhances an investor’s understanding of our performance. See “Overview—Non-GAAP Financial Measures.” A reconciliation of reported operating income to adjusted operating income is presented below:

Previous report — wording carried elsewhere

Segment Operating Income (Loss), Segment Adjusted Operating Income (Loss) and Segment Adjusted EBITDA

Previous report — wording carried elsewhere

Operating Income, Adjusted Operating Income and Adjusted EBITDA - Prestige Segment

Previous report — wording carried elsewhere

Operating Loss, Adjusted Operating Loss and Adjusted EBITDA - Corporate Segment

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Restructuring and Other Business Realignment Costs

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We incurred approximately $23.0 of cash costs life-to-date related to our previously announced Fixed Cost Reduction Plan as of March 31, 2026, which have been recorded in Corporate.

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•We incurred business structure realignment costs of $12.2 which is reported in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

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The effective income tax rates vary from the U.S. federal statutory rate of 21% due to the effect of: (i) jurisdictions with different statutory rates, including impacts of rate changes, (ii) adjustments to our unrecognized tax benefits and accrued interest; (iii) non-deductible expenses, (iv) audit settlements and (v) valuation allowance changes. Our effective tax rate could fluctuate significantly and could be adversely affected to the extent earnings are lower than anticipated in countries that have lower statutory rates and higher than anticipated in countries that have higher statutory rates.

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(a)See a description of adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.”

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(b)The tax effects of each of the items included in adjusted income are calculated in a manner that results in a corresponding income tax expense/provision for adjusted income. In preparing the calculation, each adjustment to reported income is first analyzed to determine if the adjustment has an income tax consequence. The provision for taxes is then calculated based on the jurisdiction in which the adjusted items are incurred, multiplied by the respective statutory rates and offset by the increase or reversal of any valuation allowances commensurate with the non-GAAP measure of profitability. The total tax impact on adjustments in the prior period includes a tax benefit of $10.0 on the resolution of uncertain tax positions associated with the Company’s exit from Russia in fiscal 2022.

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(a)Adjusted Diluted EPS is adjusted by the effect of dilutive securities. For the nine months ended March 31, 2026 and 2025, no dilutive shares of the Forward Repurchase Contracts were included in the computation of adjusted diluted EPS as their inclusion would be antidilutive. Accordingly, we did not reverse the impact of the fair market value losses/(gains) for contracts with the option to settle in shares or cash of $105.8 and $188.9, respectively. For the nine months ended March 31, 2026 and 2025, Convertible Series B Preferred Stock (23.7 million weighted average dilutive shares) were anti-dilutive. Accordingly, we excluded these shares from the diluted shares and did not adjust the earnings for the related dividend of $9.9, respectively.

Previous report — wording carried elsewhere

(b)See a description of adjustments under “Net Income, Adjusted Operating Income and Adjusted EBITDA for Coty Inc.”

Previous report — wording carried elsewhere

(e)The amounts represent the after-tax impact of the non-GAAP adjustments included in Net income attributable to noncontrolling interests based on the relevant noncontrolling interest percentage in the Condensed Consolidated Statements of Operations.