COTY INC.

($ in millions, except per share data)

1. DESCRIPTION OF BUSINESS

Coty Inc. and its subsidiaries (collectively, the “Company” or “Coty”) manufacture, market, sell and distribute branded beauty products, including fragrances, color cosmetics and skin & body related products throughout the world. Coty is a global beauty company with a rich entrepreneurial history and an iconic portfolio of brands.

The Company operates on a fiscal year basis with a year-end of June 30. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year. For example, references to “fiscal 2027” refer to the fiscal year ending June 30, 2027. 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 Company’s sales generally increase during the second fiscal quarter as a result of increased demand associated with the winter holiday season. Financial performance, working capital requirements, sales, cash flows and borrowings generally experience variability during the three to six months preceding the holiday season. Product innovations, new product launches and the size and timing of orders from the Company’s customers may also result in variability.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited interim Condensed Consolidated Financial Statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and include the Company’s consolidated domestic and international subsidiaries. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited interim Condensed Consolidated Financial Statements and accompanying footnotes should be read in conjunction with the Company’s Consolidated Financial Statements as of and for the year ended June 30, 2026. In the opinion of management, all adjustments, of a normal recurring nature, considered necessary for a fair presentation have been included in the Condensed Consolidated Financial Statements. The results of operations for the three months ended September 30, 2026 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2027. All dollar amounts (other than per share amounts) in the following discussion are in millions of United States (“U.S.”) dollars, unless otherwise indicated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the net realizable value of inventory, the assessment of goodwill, other intangible assets and long-lived assets for impairment and income taxes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates and assumptions will be reflected in the Condensed Consolidated Financial Statements in future periods.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The update offers a practical expedient under which entities can elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses. The Company adopted the standard in the first quarter of fiscal 2027 but did not apply the practical expedient. Therefore, the adoption has no impact on the Company’s Condensed Consolidated Financial Statements.

3. LICENSE TERMINATION AGREEMENT

Gucci Beauty License Termination

On July 7, 2026, the Company entered into a License Termination and Transition Agreement (the “Termination Agreement”) to transition the Gucci Beauty license back to Kering. Pursuant to the terms of the Termination Agreement, Coty will continue to operate the Gucci Beauty brand through at least June 30, 2027, ending the license approximately one year prior to its originally scheduled expiration. Under the terms of the Termination Agreement, the Company will receive aggregate consideration of approximately $400.0. The Company received $250.0 in cash upon signing the Termination Agreement, and will receive an additional $150.0, subject to a potential holdback of up to $30.0 in certain specified circumstances, on the earlier of the anticipated termination date and September 30, 2027. As of September 30, 2026, the $250.0 paid to the Company upon signing has been reflected as deferred income, within Other current liabilities in the Condensed Consolidated Balance Sheets, until the termination date when it will be realizable. Coty has also agreed to sell to Kering an amount of Gucci Beauty inventory sufficient to support the transition and payments for that inventory are payable upon being invoiced. Gains and losses attributable to activities related to the Termination Agreement are recognized in the Condensed Consolidated Statement of Operations within Loss (gain) on brand exit, which is a component of Operating Income.

4. SEGMENT REPORTING

Operating and reportable segments (referred to as “segments”) reflect the way the Company is managed and for which separate financial information is available and evaluated regularly by the Company's chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. The Company has designated its Interim Chief Executive Officer ("Interim CEO") as the CODM.

Certain income and shared costs and the results of corporate initiatives are managed by Corporate. Corporate primarily includes stock compensation expense, restructuring and realignment costs, costs related to acquisition and divestiture activities and impairments of long-lived assets. Corporate costs are not used by the CODM to measure the underlying performance of the segments.

With the exception of goodwill and acquired intangible assets, the Company does not identify or monitor assets by segment. The Company does not present assets by reportable segment since various assets are shared between reportable segments. The allocation of goodwill by segment is presented in Note 8—Goodwill and Other Intangible Assets, net.

We have identified and presented significant segment expenses, which are included in the table below. The CODM evaluates operating income (loss) and compares to budget and actual historical results to assess segment performance and make operating decisions and allocate resources among the segments.

(a) Other segment items primarily include administrative costs, logistics costs, stock compensation expense, amortization of definite-lived intangible assets, restructuring costs, impairments of long-lived assets, goodwill and intangibles, transactional foreign exchange gains/losses, bad debt expense, loss (gain) on brand exit, and other miscellaneous costs.

Fragrance products include a variety of perfumes, colognes, and mists offering various scents to suit individual preferences and occasions. Color cosmetics products include lip, eye, facial and other color products including nail color. Body care and other products include shower gels, body sprays, and deodorants. Skincare products include moisturizers, serums, sun treatment, cleansers, toners and anti-aging creams designed to nourish, protect and improve the skin's appearance and health.

Presented below are the percentage of net revenues associated with the Company’s product categories:

5. RESTRUCTURING COSTS

Restructuring costs for the three months ended September 30, 2026 and 2025 are presented below:

Fixed Cost Reduction Plan

On April 24, 2025, the Company announced a new plan to strengthen its operating model and simplify its fixed cost structure (the “Fixed Cost Reduction Plan”). Total restructuring charges, which consisted of employee severance, have been recorded in Corporate. The related liability balances were $47.2 and $50.1 at September 30, 2026 and June 30, 2026, respectively. The Company currently estimates that the total accrual will result in cash expenditures of approximately $19.8, $5.4, and $22.0 in fiscal 2027, 2028 and thereafter, respectively.

Current Restructuring Actions and Other

The Company continues to analyze its cost structure and evaluate opportunities to streamline operations through a range of smaller initiatives and other cost reduction activities to optimize operations in select businesses. The liability, which consisted primarily of employee severance, balances were $11.2 and $14.2 at September 30, 2026 and June 30, 2026, respectively. The Company estimates that the total remaining accrual will result in cash expenditures of approximately $10.2, $1.0, and $0.0 in fiscal 2027, 2028 and thereafter, respectively.

Consumer Beauty Restructuring

During June 2026, the Company implemented a plan to sharpen its focus, simplify Consumer Beauty’s innovation, processes and improve service quality to its brands and consumers (“Consumer Beauty Restructuring”). The cumulative restructuring charges, which have been recorded in Corporate, and the related liability balance, were $4.8 and $5.6 at September 30, 2026 and June 30, 2026, respectively. The Company currently estimates that the total accrual will result in cash expenditures of approximately $4.2, $0.6, and $0.0 in fiscal 2027, 2028 and thereafter, respectively.

6. INVENTORIES

Inventories as of September 30, 2026 and June 30, 2026 are presented below:

7. DERIVATIVE ASSET RELATED TO WELLA DISTRIBUTION RIGHTS

On December 18, 2025, the Company completed the sale of its remaining 25.8% equity interest in Wella to an entity affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR"). Under the terms of the Purchase and Sale Agreement, the Company has a right to future proceeds from a subsequent sale or initial public offering of Wella, after KKR achieves a preferred return (the "Wella Distribution Rights").

The fair value of the derivative asset was $39.0 and $39.0 as of September 30, 2026 and June 30, 2026, respectively. The fair value of the Wella Distribution Rights is classified as Level 3 within the fair value hierarchy and is included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. The fair value of the Wella Distribution Rights was estimated using a Monte Carlo simulation incorporating significant unobservable inputs, including expected volatility of Wella’s equity value based on historical volatility of comparable companies. The Monte Carlo simulation incorporated multiple scenarios for Wella’s enterprise value, including timing of exit, and distribution waterfall provisions. The Company considered developments during the period, including operating performance, market conditions, and factors affecting the timing and amount of potential future distributions. Based on the information available as of September 30, 2026, the Company did not identify any developments that resulted in a material adjustment to the estimated fair value of the derivative asset. Changes in fair value, if any, are recorded in Other (income) expense, net in the Condensed Consolidated Statements of Operations.

8. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

Goodwill as of September 30, 2026 and June 30, 2026 is presented below:

Other Intangible Assets, net

Other intangible assets, net as of September 30, 2026 and June 30, 2026 are presented below:

The changes in the carrying amount of indefinite-lived other intangible assets are presented below:

Intangible assets subject to amortization are presented below:

Amortization expense was $33.6 and $39.3 for the three months ended September 30, 2026 and 2025, respectively.

9. LEASES

The Company leases office facilities under non-cancelable operating leases with terms generally ranging between 4 and 25 years. The Company utilizes these leased office facilities for use by its employees in countries in which the Company conducts its business. Leases are negotiated with third parties and, in some instances, contain renewal, expansion and termination options. The Company also subleases certain office facilities to third parties when the Company no longer intends to utilize the space. None of the Company’s leases restrict the payment of dividends or the incurrence of debt or additional lease obligations, or contain significant purchase options.

The following chart provides additional information about the Company’s operating leases:

Future minimum lease payments for the Company’s operating leases are as follows:

10. SUPPLIER FINANCING PROGRAMS

The Company facilitates voluntary supplier finance programs which allow participating suppliers to finance payment obligations of the Company with designated third-party financial institutions. Participating suppliers negotiate arrangements directly with the financial institution. If a supplier chooses to participate in the program, it may request an invoice be paid prior to its scheduled due date and the financial institution, at its discretion, may elect to make an early payment to the supplier at a discount. The Company’s obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by a supplier's participation in the arrangement. The Company has not pledged any assets as security under its supplier finance programs.

As of September 30, 2026 and June 30, 2026, we had $59.6 and $48.0, respectively, of payment obligations outstanding under our supplier finance programs, which are included in Accounts payable and accrued expenses in our Condensed Consolidated Balance Sheets.

11. DEBT

The Company’s debt balances consisted of the following as of September 30, 2026 and June 30, 2026, respectively:

(a) As described further below in Recent Developments, a covenant suspension period was in effect from September 2024 until July 2026 for each of the Senior Secured Notes, and in certain cases a collateral release, due to the achievement of investment grade ratings for such notes in September 2024 and a subsequent withdrawal of such ratings in July 2026.

(b) As of September 30, 2026, the 2027 Euro Senior Secured Notes due May 2027 in the amount of €500.0 million are classified as long-term in the accompanying Condensed Consolidated Balance Sheets as the Company has the ability and intent to refinance on a long-term basis through the 2023 Coty Revolving Credit Facility.

Short-Term Debt

The Company maintains short-term lines of credit and other short-term debt with financial institutions around the world. Total outstanding short-term debt consisted of overdraft borrowings of $0.0 and $12.3 as of September 30, 2026 and June 30, 2026, respectively. In addition, the Company had undrawn letters of credit of $4.8 and $4.8, and bank guarantees of $16.6 and $17.7 as of September 30, 2026 and June 30, 2026, respectively.

Long-Term Debt

Recent Developments

On July 9, 2026, the Company received a rating downgrade from one of the ratings agencies. As a result, the covenant suspension related to our Senior Secured Notes is no longer applicable, and the related covenants, guarantees and collateral, as applicable, have been reinstated.

Senior Secured Notes

For a description of the terms of the Company's Senior Secured Notes, refer to Note 13 — Debt, in the Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

Optional Redemption

The Company's Senior Secured Notes contain customary optional redemption provisions. There have been no material changes to such provisions since June 30, 2026. Refer to Note 13 — Debt, in the Annual Report on Form 10-K for the fiscal year ended June 30, 2026 for additional information.

2018 Coty Credit Agreement

For a description of the terms of the 2023 Coty Revolving Credit Facility, refer to Note 13 — Debt to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2026. There have been no material changes to the terms of such facilities since June 30, 2026.

Deferred Financing Costs

The decrease in unamortized deferred financing costs reflects the normal amortization of existing balances. The Company wrote off unamortized deferred issuance fees and discounts of $0.0 andnil during the three months ended September 30, 2026 and 2025, respectively. Additionally, the Company capitalized deferred issuance fees of $0.0 andnil during the three months ended September 30, 2026 and 2025, respectively.

Interest

Borrowings under the 2023 Coty Revolving Credit Facility bear interest at variable rates based on SOFR or an alternate base rate, plus an applicable margin. There have been no material changes to the terms of the facilities since June 30, 2026.

Fair Value of Debt

The fair value of the 2023 Coty Revolving Credit Facility is equal to its carrying value, as the liability can be settled at par value. The Company uses the market approach to value its other debt instruments. The Company obtains fair values from independent pricing services or utilizes the U.S. dollar SOFR curve to determine the fair value of these debt instruments. Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized as Level 2 in the fair value hierarchy.

Debt Maturities Schedule

Aggregate maturities of the Company’s long-term debt, excluding short-term debt and other debt as of September 30, 2026, are presented below:

Covenants

The 2018 Coty Credit Agreement contains affirmative and negative covenants. The negative covenants include, among other things, limitations on debt, liens, dispositions, investments, fundamental changes, restricted payments and affiliate transactions. With certain exceptions as described below, the 2018 Coty Credit Agreement, as amended, includes a financial covenant that requires us to maintain a Total Net Leverage Ratio (as defined below), equal to or less than the ratios shown below for each respective test period.

(a) Total Net Leverage Ratio means, as of any date of determination, the ratio of: (a) (i) Total Indebtedness minus (ii) unrestricted and Cash Equivalents of the Parent Borrower and its Restricted Subsidiaries as determined in accordance with GAAP to (b) Adjusted EBITDA for the most recently ended Test Period (each of the defined terms, including Adjusted EBITDA, used within the definition of Total Net Leverage Ratio have the meanings ascribed to them within the 2018 Coty Credit Agreement, as amended). Adjusted EBITDA, as defined in the 2018 Coty Credit Agreement, as amended, includes certain add backs related to cost savings, unusual events such as COVID-19, operating expense reductions and future unrealized synergies subject to certain limits and conditions as specified in the 2018 Coty Credit Agreement, as amended.

As of September 30, 2026, the Company was in compliance with all covenants contained within the 2018 Coty Credit Agreement, as amended.

12. INTEREST EXPENSE, NET

Interest expense, net for the three months ended September 30, 2026 and 2025, respectively, is presented below:

13. INCOME TAXES

The effective income tax rate for the three months ended September 30, 2026 and 2025 was 28.6% and 30.9%, respectively. The decrease in the effective tax rate for the three months ended September 30, 2026 is primarily due to higher limitations on the deductibility of executive stock compensation in the prior period.

The effective tax rate of 28.6% for the three months ended September 30, 2026 was higher than the Federal statutory rate of 21% primarily due to the limitation on the deductibility of interest expense.

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.

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 the Company’s unrealized tax benefits (“UTBs”) and accrued interest, (iii) non-deductible expenses, (iv) audit settlements, and (v) valuation allowance changes.

As of September 30, 2026 and June 30, 2026, the gross amount of UTBs was $231.2 and $230.5, respectively. As of September 30, 2026, the total amount of UTBs that, if recognized, would impact the effective income tax rate is $157.3. As of September 30, 2026 and June 30, 2026, the liability associated with UTBs, including accrued interest and penalties, was $194.2 and $189.9, respectively, which was recorded in Income and other taxes payable and Other noncurrent liabilities in the Condensed Consolidated Balance Sheets. The total interest and penalties recorded in the Condensed Consolidated Statements of Operations related to UTBs was $0.7 and $1.1 for the three months ended September 30, 2026 and 2025, respectively. The total gross accrued interest and penalties recorded in the Condensed Consolidated Balance Sheets as of September 30, 2026 and June 30, 2026 was $36.7 and $36.0, respectively.

14. EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost for pension plans and other post-employment benefit plans recognized in the Condensed Consolidated Statements of Operations are presented below:

15. DERIVATIVE INSTRUMENTS

Foreign Exchange Risk

The Company is exposed to foreign currency exchange fluctuations through its global operations. The Company may reduce its exposure to fluctuations in the cash flows associated with changes in foreign exchange rates by creating offsetting positions through the use of derivative instruments and also by designating foreign currency denominated borrowings and cross-currency swaps as hedges of net investments in foreign subsidiaries. The Company expects that through hedging, any gain or loss on the derivative instruments would generally offset the expected increase or decrease in the value of the underlying forecasted transactions.

As of September 30, 2026 and June 30, 2026, the notional amount of the outstanding foreign exchange forward contracts designated as cash flow hedges were $27.1 and $30.4, respectively.

The Company also uses certain derivatives not designated as hedging instruments consisting primarily of foreign currency forward contracts and cross-currency swaps to hedge intercompany transactions and foreign currency denominated external debt. Although these derivatives were not designated for hedge accounting, the overall objective of mitigating foreign currency exposure is the same for all derivative instruments. For derivatives not designated as hedging instruments, changes in fair value are recorded in the line item in the Condensed Consolidated Statements of Operations to which the derivative relates. As of September 30, 2026 and June 30, 2026, the notional amounts of these outstanding non-designated foreign currency forward contracts were $1,036.3 and $1,021.5, respectively.

Interest Rate Risk

The Company is exposed to interest rate fluctuations related to its Revolving Credit Facility. The Company may reduce its exposure to fluctuations in the cash flows associated with changes in the variable interest rates by entering into offsetting positions through the use of derivative instruments, such as interest rate swap contracts. The interest rate swap contracts result in recognizing a fixed interest rate for the portion of the Company’s variable rate debt that was hedged. This will reduce the negative and positive impact of increases in the variable rates over the term of the contracts. Hedge effectiveness of interest rate swap contracts is based on a long-haul hypothetical derivative methodology and includes all changes in value.

In addition, the Company from time to time uses cross-currency swaps to economically lower the interest rate on our loan portfolio. In January and April 2025, the Company entered into cross-currency swap contracts designated as hedges of net investment in a certain foreign subsidiary to effectively reduce the interest rates on the 2030 and 2029 Dollar Senior Secured Notes from 6.625% and 4.75% in U.S. dollars to 2.671% and 1.248% in Swiss Franc, respectively. The cross-currency swaps will expire upon maturity of the respective debt.

Net Investment Hedge

Foreign currency gains and losses on borrowings designated as a net investment hedge, except ineffective portions, are reported in the cumulative translation adjustment (“CTA”) component of AOCI/(L), along with the foreign currency translation adjustments on those investments.

In January and April 2025, the Company expanded its net investment hedge activity by entering into cross-currency swaps with a gross notional value at inception of $750.0 and ₣676.9 million (Swiss Franc) and $250.0 and ₣203.6 million, respectively, maturing in July 2030 and January 2029, respectively, and designated these cross-currency swaps as hedges of its net investment in a certain foreign subsidiary.

As of September 30, 2026 and June 30, 2026, the nominal exposures of foreign currency denominated borrowings designated as net investment hedges were €900.7 million and €879.1 million, respectively. All designated hedge amounts were considered highly effective.

Forward Repurchase Contracts

In December 2022 and November 2023, the Company entered into certain forward repurchase contracts to start hedging for potential $196.0 and $294.0 share buyback programs, in 2025 and 2026, respectively. These forward repurchase contracts are accounted for at fair value, with changes in the fair value recorded in Other (income) expense, net in the Condensed Consolidated Statements of Operations.

In December 2024, the Company entered into an agreement to extend the maturity date of the December 2022 forward repurchase contracts byone year. Subsequently, in January 2026, the Company entered into amendment agreements with all of the counterparties to extend both maturity dates of the December 2022 and November 2023 forward repurchase contracts byone year to January 2027. Refer to Note 16—Equity and Convertible Preferred Stock.

Derivative and non-derivative financial instruments which are designated as hedging instruments:

Foreign currency borrowings classified as net investment hedges—The accumulated loss on foreign currency borrowings classified as net investment hedges in the foreign currency translation adjustment component of Accumulated other comprehensive income (loss) ("AOCI/(L)") was $(61.4) and $(77.1) as of September 30, 2026 and June 30, 2026, respectively.

Cross-currency swap instruments classified as net investment hedges—The accumulated loss on derivative instruments classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $(96.5) and $(108.3) as of September 30, 2026 and June 30, 2026, respectively.

Foreign exchange forward contracts classified as cash flow hedges—The accumulated loss on derivative instruments classified as cash flow hedges in AOCI/(L), net of tax, was $(0.3) and $(0.3) as of September 30, 2026 and June 30, 2026, respectively. The estimated net loss related to these effective hedges that is expected to be reclassified from AOCI/(L) into earnings within the next twelve months is $(0.3). As of September 30, 2026, all of the Company's foreign currency forward contracts designated as hedges were highly effective.

The amount of gains and losses recognized in Other comprehensive income (loss) (“OCI”) in the Condensed Consolidated Balance Sheets related to the Company’s derivative and non-derivative financial instruments which are designated as hedging instruments is presented below:

The amount of gains and losses reclassified from AOCI/(L) to the Condensed Consolidated Statements of Operations related to the Company’s derivative financial instruments which are designated as hedging instruments is presented below:

Derivatives not designated as hedging:

The amount of gains and losses related to the Company’s derivative financial instruments not designated as hedging instruments is presented below:

(a) The losses and gains for these foreign exchange contracts were offset against the gains and losses from revaluation of debt denominated in foreign currency included in Interest expense, net.

16. EQUITY AND CONVERTIBLE PREFERRED STOCK

Common Stock

As of September 30, 2026, the Company’s common stock consisted of Class A Common Stock with a par value of $0.01 per share. The holders of Class A Common Stock are entitled toone vote per share. As of September 30, 2026, total authorized shares of Class A Common Stock were 1,250.0 million and total outstanding shares of Class A Common Stock were 880.7 million.

The Company's Majority Stockholder

As of September 30, 2026, JAB Beauty B.V. ("JAB"), the Company’s largest stockholder, may be deemed to beneficially own approximately 54% of Coty’s Class A Common Stock. This includes all voting interests of Mr. Peter Harf, who served as the Company's Chairman through December 31, 2025, and HFS Holdings S.à r.l., (“HFS”), which is beneficially owned by Mr. Harf, including its shares of Convertible Series B Preferred Stock (the "Series B Preferred Stock") on an if-converted basis.

Preferred Stock

As of September 30, 2026, total authorized shares of preferred stock are 20.0 million.

Series A Preferred Stock

As of September 30, 2026, there were 1.0 million shares of Series A Preferred Stock, par value of $0.01 per share, authorized, issued, and outstanding. Holders of Series A Preferred Stock are not entitled to receive any dividends and haveno voting rights except as required by law.

On March 27, 2017, a Series A Preferred Stock subscription agreement was entered into with Lambertus J.H. Becht (“Mr. Becht”), the Company’s former Chairman of the Board. Under the terms provided in the subscription agreement, the Series A Preferred Stock immediately vested on the grant date and the holder was entitled to exchange the vested shares after the fifth anniversary of the date of issuance. This exchange right expired on March 27, 2024. The Company has the right to redeem the Series A Preferred Stock (1.0 million shares) at a redemption price of $0.01 per share. The Company plans to redeem these shares of Series A Preferred Stock in accordance with their terms.

Convertible Series B Preferred Stock

In 2020, the Company completed the issuance and sale to KKR Rainbow Aggregator L.P. (“KKR Aggregator”) of 1.0 million shares of Series B Preferred Stock, par value $0.01 per share, for an aggregate purchase price of $1,000 per share. On August 27, 2021, KKR Aggregator and its affiliated investment funds sold 146,057 shares of Series B Preferred Stock to HFS, which is beneficially owned by Mr. Harf.

As a result of various conversions and exchanges of KKR Aggregator's shares of the Series B Preferred Stock, as of December 31, 2021, KKR and its affiliates had fully redeemed or exchanged all of their Series B Preferred Stock.

Cumulative preferred dividends accrue daily on the Series B Preferred Stock at a rate of 9.0% per year. During each of the three months ended September 30, 2026 and 2025, the Board of Directors declared dividends on the Series B Preferred Stock of $3.3 and paid accrued dividends of $3.3. As of September 30, 2026 and June 30, 2026, the Series B Preferred Stock had outstanding accrued dividends of $3.3 at each date.

Dividends

On April 29, 2020, the Board of Directors suspended the payment of dividends on Class A Common Stock. No dividends on Class A Common Stock were declared during the three months ended September 30, 2026.

The change in accrued dividends recorded in Additional paid-in capital ("APIC") in the Condensed Consolidated Balance Sheets as of September 30, 2026 and 2025 was $0.0 and $0.0, respectively. In addition, the Company madeno payments for the previously accrued dividends on restricted stock units ("RSUs") that vested during either of the three months ended September 30, 2026 and 2025.

Total accrued dividends on unvested RSUs and phantom units included in Other current liabilities were $0.7 as of both September 30, 2026 and June 30, 2026.

Treasury Stock

Share Repurchase Program

Since February 2014, the Board has authorized the Company to repurchase its Class A Common Stock under approved repurchase programs. On February 3, 2016, the Board authorized the Company to repurchase up to $500.0 of its Class A Common Stock, and on November 13, 2023, the Board increased the Company's share repurchase authorization by an additional $600.0 (the “Share Repurchase Program”). Repurchases may be made from time to time at the Company’s discretion, based on ongoing assessments of the capital needs of the business, the market price of its Class A Common Stock, and general market conditions. As of September 30, 2026, the Company has $796.8 remaining under the Share Repurchase Program.

In December 2022 and November 2023, the Company entered into forward repurchase contracts with three large financial institutions (“Counterparties”) to hedge for potential $196.0 and $294.0 share repurchase programs in 2025 and 2026, respectively.

In December 2024, the Company entered into an agreement to extend the maturity date of the December 2022 forward repurchase contracts byone year to December 2025 if net cash settlement is elected, or to January 2026 with physical settlement. Subsequently, in January 2026, the Company entered into amendment agreements with all of the Counterparties to extend maturity dates of the December 2022 and November 2023 forward repurchase contracts byone year to December 2026 if net cash settlement is elected, or to January 2027 with physical settlement.

As part of the agreements, the Company will pay interest on the outstanding underlying notional amount of the forward repurchase contracts held by the Counterparties during the contract periods. The interest rates are variable, based on the United States secured overnight funding rate (“SOFR”) plus a spread. The weighted average interest rate plus applicable spread for the December 2022 and November 2023 forward repurchase transactions were 6.7% and 6.6%, respectively, as of September 30, 2026.

In addition, the forward repurchase contracts include a provision for a potential true-up in cash upon specified changes in the price of the Company’s Class A Common Stock relative to the Initial Price (“Hedge Valuation Adjustment”). Any Hedge Valuation Adjustment does not result in an early termination of the contract or an adjustment of the number of the Company's Class A Common Stock shares purchased by the Counterparties at inception. There were no Hedge Valuation Adjustments during the three months ended September 30, 2026.

Since the forward repurchase contracts permit a net cash settlement alternative in addition to the physical settlement, the Company accounted for the forward repurchase contracts initially and subsequently at their fair value, with changes in the fair value recorded in Other (income) expense, net in the Condensed Consolidated Statement of Operations. See Note 15—Derivative Instruments for additional information.

Accumulated Other Comprehensive Income (Loss)

(a) For the three months ended September 30, 2026, other comprehensive loss before reclassifications of $1.6 and net amounts reclassified from AOCI/(L) related to pensions and other post-employment benefit plans included amortization of prior service credits and actuarial losses of $1.1, net of tax of $0.4.

17. SHARE-BASED COMPENSATION PLANS

Share-based compensation expense is recognized on a straight-line basis over the requisite service period. Total share-based compensation is shown in the table below:

(a)Equity plan share-based compensation expense was recorded to additional paid in capital and presented in the Condensed Consolidated Statements of Equity.

As of September 30, 2026, the total unrecognized share-based compensation expense related to stock options, RSUs and other share awards, and performance restricted stock units ("PRSUs") is $2.9, $34.8, and $0.4, respectively. The unrecognized share-based compensation expense related to stock options, RSUs and other share awards, and PRSUs, is expected to be recognized over a weighted-average period of 2.25,1.89, and 0.94 years, respectively.

Restricted Stock Units and Other Share Awards

The Company granted 0.9 million andno shares of RSUs and other share awards during the three months ended September 30, 2026 and 2025, respectively. The Company recognized share-based compensation expense of $6.8 and $13.4 for the three months ended September 30, 2026 and 2025, respectively.

Performance Restricted Stock Units

The Company grantedno shares of PRSUs during the three months ended September 30, 2026 and 2025, respectively. The Company recognized share-based compensation expense of $0.1 and $1.1 for the three months ended September 30, 2026 and 2025, respectively.

Qualified Stock Options

The Company grantedno qualified stock options during the three months ended September 30, 2026 and 2025, respectively. The Company recognized share-based compensation expense of $0.3 and $0.0 for the three months ended September 30, 2026 and 2025, respectively.

18. NET INCOME ATTRIBUTABLE TO COTY INC. PER COMMON SHARE

Reconciliation between the numerators and denominators of the basic and diluted income per share (“EPS”) computations is presented below:

(a) For the three months ended September 30, 2026 and 2025, outstanding stock options with rights to purchase 2.6 million and 3.4 million shares of Common Stock were anti-dilutive and excluded from the computation of diluted EPS.

(b) For the three months ended September 30, 2026 and 2025, there were 3.6 million and 13.3 million anti-dilutive RSUs, respectively, excluded from the computation of Diluted EPS.

(c) For the three months ended September 30, 2026 and 2025, no dilutive shares of Convertible Series B Preferred Stock were included in the computation of diluted EPS as their inclusion would be anti-dilutive.

(d) For the three months ended September 30, 2026 and 2025, no dilutive shares of the Forward Repurchase Contracts were included in the computation of diluted EPS as their inclusion would be anti-dilutive.

(e) Diluted EPS is adjusted by the effect of dilutive securities, including awards under the Company's equity compensation plans, the Convertible Series B Preferred Stock, and the Forward Repurchase Contracts. When calculating any potential dilutive effect of stock options, restricted stock, and RSUs, the Company uses the treasury method and the if-converted method for the Convertible Series B Preferred Stock and the Forward Repurchase Contracts. The treasury method typically does not adjust the net income attributable to Coty Inc., while the if-converted method requires an adjustment to reverse the impact of the preferred stock dividends of $3.3, and to reverse the impact of fair market value gains/(losses) for contracts with the option to settle in shares or cash of $14.8 and $(26.5), respectively, if dilutive, for the three months ended September 30, 2026 and 2025 on net income applicable to common stockholders during the period.

19. REDEEMABLE NONCONTROLLING INTERESTS

Subsidiary in the Middle East

As of September 30, 2026, the noncontrolling interest holder in the Company’s subsidiary in the Middle East had a 25% ownership share. The Company adjusts the redeemable noncontrolling interests (“RNCI”) to redemption value at the end of each reporting period with changes recognized as adjustments to APIC. The Company recognized $62.3 and $74.7 as the RNCI balances as of September 30, 2026 and June 30, 2026, respectively.

20. COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business, including consumer class or collective actions, personal injury (mostly involving allegations related to alleged asbestos in the Company’s talc-based cosmetic products as described below), intellectual property, competition, compliance and advertising claims litigation and disputes, among others (collectively, “Legal Proceedings”). While the Company cannot predict any final outcomes relating thereto, management believes that the outcome of current Legal Proceedings will not have a material effect upon its business, prospects, financial condition, results of operations, cash flows or the trading price of the Company’s securities, except for litigation related to cosmetic talcum powder discussed below. However, management’s assessment of the Company’s current Legal Proceedings is ongoing, and could change in light of the discovery of additional facts with respect to Legal Proceedings not presently known to the Company, further legal analysis, or determinations by judges, arbitrators, juries or other finders of fact or deciders of law which are not in accord with management’s evaluation of the probable liability or outcome of such Legal Proceedings. From time to time, the Company is in discussions with regulators, including discussions initiated by the Company, about actual or potential violations of law in order to remediate or mitigate associated legal or compliance risks and liabilities or penalties. As the outcomes of such proceedings are unpredictable, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, prospects, financial condition, results of operations, cash flows or the trading price of its securities.

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. Most of these actions involve a number of co-defendants and, to date, many such actions have been resolved by dismissal, settlement or other resolution acceptable to the Company. 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.

In each of the years prior to fiscal 2026, the value of settlements, both individually and in the aggregate, has not been material; however, due to the rising number of filed and pending cases against the Company, as well as the evolving litigation landscape, inclusive of significant judgments and settlements by third party companies, settlement values and other costs associated with these cases have increased substantially and are expected to increase in the future. In addition, the Company has experienced higher recent settlement demands and volumes driven in part by the maturation of cases that have been previously filed and are now reaching the trial stage as well as the general nature of litigation in this area which sometimes involves expedited trial dates and substantial settlements or judgments involving third parties.

The Company believes that a limited portion of its costs incurred in defending and resolving certain of these claims will be covered by insurance policies issued by several insurance carriers, subject to deductibles, exclusions, retentions, carrier insolvencies and policy limits and in some cases there may be indemnity obligations of third parties.

The Company has accrued for such litigation when the likelihood of loss is probable and a reasonable estimate of such loss can be made. For the three months ended September 30, 2026 and 2025, the aggregated expense was $26.5 and $6.7, respectively. These amounts include the settlements paid as well as accruals related to probable and estimable claims, net of insurance recoveries, during the period, but do not include the legal fees or related litigation costs incurred to defend the Company. The amounts incurred in fiscal 2027 and 2026 may not be indicative of amounts that may be incurred in the future, which may fluctuate from period to period, and the Company cannot predict the magnitude, timing or pace of any change in such amounts.

Amounts accrued for such legal contingencies often result from a complex set of judgments about future events and uncertainties that rely on estimates and assumptions including timing of related payments. The ability to make such estimates can be affected by various factors such as whether the damages are substantiated, status of discovery, including experts, stage of proceedings, the court where the claim is filed, whether significant facts are in dispute, and the number of parties in the claim. The range of reasonably possible losses in excess of accrued liabilities currently cannot be reasonably estimated.

Certain Other Litigation. On June 10, 2026, the actions were consolidated under the caption In re Coty Inc. Securities Litigation, Case No. 1:26-cv-02343-RA-VF, and a consolidated amended complaint was filed on August 31, 2026. The plaintiffs allege that certain of the defendants’ statements in May 2025, August 2025 and November 2025 regarding the Company’s strategic priorities and product launches were materially false and/or misleading. The plaintiffs assert claims under the federal securities laws and seeks, among other things, monetary damages. Defendants’ deadline to move to dismiss or otherwise respond is November 9, 2026.

On April 3, 2026 and April 14, 2026, respectively, two stockholder derivative lawsuits were filed in the Supreme Court of the State of New York (County of New York), captioned Fernicola v. Nabi, et al., Index No. 154383/2026, and Mody v. Ballini, et al., Index No. 652215/2026, against certain current and former Coty officers and board members. The complaints assert causes of action of breach of fiduciary duty, gross mismanagement, unjust enrichment, and waste of corporate assets, based on substantially the same allegations as the putative securities class actions. On behalf of the Company, the complaints seeks unspecified monetary damages, governance reforms, and fees and costs.

On April 9, 2026, a derivative lawsuit was filed in the U.S. District Court for the Southern District of New York, captioned Moar v. Nabi, et al., Case No. 12:36-cv-02931-RA (S.D.N.Y.), against certain current and former Coty officers and board members. The complaint asserts claims of violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution, based on allegedly false and/or misleading statements made in August and November 2025 and in its September 2025 Proxy Statement regarding the Company’s earnings guidance and risk oversight. On behalf of the Company, the complaint seeks unspecified monetary damages, governance reforms, and fees and costs.

At this time, the Company cannot reasonably estimate a range of loss, if any, not covered by available insurance, that may result given the current status of these lawsuits.

Brazilian Tax Assessments

The Company’s Brazilian subsidiaries receive tax assessments from local, state and federal tax authorities in Brazil from time to time. Current open tax assessments as of September 30, 2026 are:

For the Goiás State tax ICMS assessment received in August 2020, the Company has in parallel a judicial case about an additional claim for fees over the tax incentive ("the Protege Fee") wherein the Company asserts such fee was not enforceable against Coty due to its prior contractual agreement with the Goiás State. The Company filed an interlocutory appeal for the full bench of judges on the Superior Court of Justice to review the case, and the court rendered a verdict granting the Company's request to remand the case to the state court of Goiás during the prior year. The case is expected to be heard in fiscal 2027. The Company has been required to provide surety bonds of R$193.5 million (approximately $37.2) and cash deposits of R$259.2 million (approximately $49.8) as of September 30, 2026, to guarantee payment if the case is resolved against Coty. The cash deposits are included in the Other noncurrent assets on the Condensed Consolidated Balance Sheets.

In relation to the judicial case for the Goiás State tax ICMS assessment received in August 2020, this case has moved into the judicial court in October 2024, relating to a tax assessment demanding payment of the underlying ICMS taxes due to non-payment of the Protege Fee. The case is running in parallel of the Protege Fee case above. In the third quarter of fiscal 2025, the Goiás State filed a tax enforcement against the Company to collect the ICMS taxes. In response to the enforcement, the Company has obtained a stay pending the Protege Fee case. The Company has been required to provide surety bonds of R$541.9 million (approximately $104.1) as of September 30, 2026, to guarantee payment if the case is resolved against Coty.

The Minas Gerais State tax ICMS assessment received in November 2020 is currently at the judicial process. The Company has filed an annulment action and is currently awaiting judgment. The Company has been required to provide surety bonds of R$366.3 million (approximately $70.4) as of September 30, 2026, to guarantee payment if the case is resolved against the Company.

The Treasury Office of the Brazil’s Internal Revenue Service IPI assessment received in November 2022 is currently at the judicial process. The Company has filed an annulment action and is currently awaiting judgment.

All other cases are currently in the administrative process.

The Company expects that cases may move from the administrative to the judicial process in case Coty does not receive a favorable decision at the administrative level, although the exact timing is uncertain. For cases in the judicial process, the Company will be required to make a judicial deposit or enter into a surety bond for the disputed tax assessment, interest and penalties. The judicial process in Brazil is likely to take a number of years to conclude. The Company is seeking favorable judicial and administrative decisions on the tax enforcement actions filed by the tax authorities for these assessments. The Company believes it has meritorious defenses and it has not recognized a loss for these assessments as the Company does not believe a loss is probable.

21. RELATED PARTY TRANSACTIONS

Performance Guarantee

In connection with the sales of certain businesses, the Company has assigned its rights and obligations under a real estate lease to JAB Partners LLP. The remaining term of this lease is approximately five years. While the Company is no longer the primary obligor under this lease, the lessor has not completely released the Company from its obligation, and holds it secondarily liable in the event that the assignee defaults on the lease. The maximum potential future payments that the Company could be required to make, if the assignee was to default as of September 30, 2026, would be approximately $2.5. The Company has assessed the probability of default by the assignee and has determined it to be remote.

Secondment Agreement

On October 1, 2025, the Company entered into a secondment arrangement with an entity affiliated with JAB to obtain executive management services. Under the terms of the arrangement, the secondee provides services to the Company for a minimum period ofone year, in exchange for a fixed fee payable to the affiliated entity. For the three months ended September 30, 2026, fees and compensation of $0.4 were recorded in Selling, general and administrative expense in the Condensed Consolidated Statement of Operations, with a corresponding $0.3 recorded in Other current liabilities in the Condensed Consolidated Balance Sheets.

Section 16(b) Settlement Agreement

On September 16, 2026, the Company entered into a Settlement Agreement (the "Settlement Agreement”) with certain affiliates of JAB to resolve a legal action brought under Section 16(b) of the Securities Exchange Act of 1934 by stockholders on behalf of and for the benefit of the Company, in which the Company is named only as a nominal defendant, seeking disgorgement of alleged short-swing profits. Under the Settlement Agreement, JAB affiliates specifically disclaimed any wrongful acts or liability but agreed to pay the Company $1.1 in cash (the “Settlement Amount”). The Settlement Amount was recognized in Selling, general and administrative expense in the Condensed Consolidated Statement of Operations for the three months ended September 30, 2026.

22. SUBSEQUENT EVENTS

On November 3, 2026, the Company entered into an agreement to extend the Marc Jacobs Trademark License for an initial period through 2046, with the option to extend the agreement for an additional twenty years at the discretion of the Company, provided the Company meets certain minimum royalty thresholds in the year prior to the end of the initial term. In connection with the extension, the Company shall pay the Licensor a one-time fee of $40.0, of which $20.0 is payable upon execution of the agreement and the remaining $20.0 is payable in July 2027.