EQUITY AND CONVERTIBLE PREFERRED STOCK

3 Months Ended

Sep. 30, 2025

Equity [Abstract]

EQUITY AND CONVERTIBLE PREFERRED STOCK

EQUITY AND CONVERTIBLE PREFERRED STOCK

Common Stock

As of September 30, 2025, 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 to one vote per share. As of September 30, 2025, total authorized shares of Class A Common Stock was 1,250.0 million and total outstanding shares of Class A Common Stock was 873.9 million.

The Company's Majority Stockholder

As of September 30, 2025, 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 is inclusive of all voting interests of Mr. Peter Harf, the Company's Chairman, 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, 2025, total authorized shares of preferred stock are 20.0 million.

Series A Preferred Stock

As of September 30, 2025, there were 1.0 million shares of Series A Preferred stock, par value of $0.01 per share, authorized, issued, and outstanding. Series A Preferred Stock are not entitled to receive any dividends and have no 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, that is beneficially owned by Peter Harf, a director of the Company.

As a result of various conversions and exchanges of KKR Aggregator's shares of the Series B Preferred Stock, as of December 31, 2021, Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR") has fully redeemed/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 the three months ended September 30, 2025 and 2024, 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, 2025 and June 30, 2025, the Series B Preferred Stock had outstanding accrued dividends of $3.3.

Dividends

On April 29, 2020, the Board of Directors suspended the payment of dividends on Common Stock. No dividends on Common Stock were declared for the period ended September 30, 2025.

The change in dividends accrued recorded to Additional Paid-in Capital ("APIC") in the Condensed Consolidated Balance Sheet as of September 30, 2025 and 2024 was $0.0 and nil, respectively. In addition, the Company made no payments for the previously accrued dividends on restricted stock units ("RSUs") that vested during the three months ended September 30, 2025 and 2024, respectively.

Total accrued dividends on unvested RSUs and phantom units included in Other current liabilities are $0.7 as of September 30, 2025 and June 30, 2025.

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, 2025, 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 start hedging for potential $196.0 and $294.0 share buyback 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 by one year to December 2025 if net cash settlement is elected, or to January 2026 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 6.8% and 7.2%, respectively, as of September 30, 2025.

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”). Such Hedge Valuation Adjustment shall not result in a termination date or any adjustment of the number of Coty’s Class A Common Stock shares purchased by the Counterparties at inception.

In October 2024, the price of Coty’s Class A shares declined below the threshold specified in the Hedge Valuation Adjustment for the November 2023 forward repurchase contracts, which resulted in a cash payment of $61.8 to the Counterparties. In November 2024, the Company entered into agreements with the Counterparties for a temporary contractual amendment to the Hedge Valuation Adjustment, which was effective from October 2024 through February 2025, resulting in a refund of $61.8 from the Counterparties. The amendment did not apply to the December 2022 forward repurchase contracts.

In February 2025, the price of Coty’s Class A shares declined below the threshold specified in the Hedge Valuation Adjustment for the forward repurchase contracts, which resulted in a cash payment of $191.1 to the Counterparties. This resulted in a downward adjustment to the initial price at acquisition for these forward repurchase contracts.

In August 2025, the price of Coty's Class A shares declined below the threshold specified in the Hedge Valuation Adjustment for the forward repurchase contracts, which resulted in a cash payment of $53.9 to the Counterparties. This resulted in a downward adjustment to the initial price at acquisition for these forward repurchase contracts.

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 expense, net in the Condensed Consolidated Statement of Operations. See Note 12—Derivative Instruments for additional information.

Accumulated Other Comprehensive Income (Loss)

			Foreign Currency Translation Adjustments
	Loss on Cash Flow Hedges		Loss on Net Investment Hedge		Other Foreign Currency Translation Adjustments		Pension and Other Post-Employment Benefit Plans (a)		Total
Balance—July 1, 2025	$	(1.1)	$	(204.8)	$	(582.7)	$	55.2	$	(733.4)
Other comprehensive (loss) income before reclassifications	(0.4)		(4.9)		18.6		—		13.3
Net amounts reclassified from AOCI/(L)	0.3		—		—		1.2		1.5
Net current-period other comprehensive (loss) income	(0.1)		(4.9)		18.6		1.2		14.8
Balance—September 30, 2025	$	(1.2)	$	(209.7)	$	(564.1)	$	56.4	$	(718.6)

(a) For the three months ended September 30, 2025, other comprehensive income before reclassifications of nil 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 $1.2, net of tax of $2.4.

			Foreign Currency Translation Adjustments
	Gain (loss) on Cash Flow Hedges		Loss on Net Investment Hedge		Other Foreign Currency Translation Adjustments		Pension and Other Post-Employment Benefit Plans		Total
Balance—July 1, 2024	$	2.1	$	(23.0)	$	(823.0)	$	48.8	$	(795.1)
Other comprehensive (loss) income before reclassifications	(0.4)		(60.2)		180.7		2.3		122.4
Net amounts reclassified from AOCI/(L)	(0.4)		—		—		(1.4)		(1.8)
Net current-period other comprehensive (loss) income	(0.8)		(60.2)		180.7		0.9		120.6
Balance—September 30, 2024	$	1.3	$	(83.2)	$	(642.3)	$	49.7	$	(674.5)