JAB Holdings B.V. - 29 Aug 2025 Form 4 Insider Report for COTY INC. (COTY)

Reporting relationship: 10%+ Owner
Issuer ticker: COTY
Reported as of: 29 Aug 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 03 Sep 2025, 21:49:51 UTC
Prior SEC filing: 19 Aug 2025
Next SEC filing: 04 Mar 2026
Source filing: View source filing
Reporting owner signature: /s/ Sebastiaan Wolvers, Managing Director of JAB Holdings B.V.

Key filing fact

JAB Holdings B.V. filed Form 4 for COTY INC. (COTY) on 03 Sep 2025.

Key facts

This page summarizes JAB Holdings B.V.'s Form 4 filing for COTY INC. (COTY).
2 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 03 Sep 2025, 21:49.

Change

Previous filing in this sequence was filed on 19 Aug 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (3)

CIK 0001579134 Primary reporting owner

JAB Holdings B.V.

Relationship: 10%+ Owner
Address: PIET HEINKADE 55, AMSTERDAM, NETHERLANDS
Signature: /s/ Sebastiaan Wolvers, Managing Director of JAB Holdings B.V.
Signature date: 03 Sep 2025

CIK 0001579044

Agnaten SE

Relationship: 10%+ Owner
Address: 4, RUE JEAN MONNET, LUXEMBOURG, LUXEMBOURG
Signature: /s/ Rafael Da Cunha, Managing Director of JAB Holdings B.V.
Signature date: 03 Sep 2025

CIK 0001394212

Lucresca SE

Relationship: 10%+ Owner
Address: 4, RUE JEAN MONNET, LUXEMBOURG, LUXEMBOURG
Signature: /s/ Joachim Creus, Authorized Representative of Agnaten SE
Signature date: 03 Sep 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

COTY holding

Class A Common Stock, par value $0.01 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 451,853,684
Date: 29 Aug 2025
Ownership: See footnotes.
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

COTY transaction Derivative

Cash-Settled Total Return Swap

Expiration (or cancellation) of long derivative position with value received

Transaction value
Shares: -5,000,000
Change %: -14%
Price
Shares after: 30,000,000
Date: 29 Aug 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 5,000,000
Exercise price
Footnotes: F2, F3, F4

COTY transaction Derivative

Cash-Settled Total Return Swap

Other

Transaction value
Shares: +30,000,000
Change %
Price
Shares after: 30,000,000
Date: 02 Sep 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 30,000,000
Exercise price
Footnotes: F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

These shares (the "Shares") of Class A Common Stock, par value $0.01 per share, of Coty Inc. (the "Company") are held and beneficially owned by JAB Beauty B.V., a direct or indirect subsidiary of each Reporting Person herein. As such, each Reporting Person herein may be deemed a beneficial owner of Shares held by JAB Beauty B.V. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.

Footnote F2

On August 29, 2025, the Long Swap (as defined below) with Credit Agricole Corporate and Investment Bank expired and terminated by cash-settlement by its terms with respect to a notional amount of 5,000,000 Shares.

Footnote F3

JAB Holdings B.V. is party to long cash-settled total return equity swaps (each, a "Long Swap") with Banco Santander, S.A., BNP Paribas and Societe Generale (the "Banks"), providing for the establishment of long exposure with respect to a notional amount of Shares (the "Subject Shares"). The Long Swaps (but not the Subject Shares referenced thereby) are owned by JAB Holdings B.V., a direct or indirect subsidiary of each other Reporting Person herein. The Long Swaps do not give JAB Holdings B.V. direct or indirect voting, investment or dispositive control over any securities of the Company or require the Banks to acquire, hold, vote or dispose of any securities of the Company.

Footnote F4

Each Reporting Person disclaims beneficial ownership of the securities reported herein, including the Subject Shares, except to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Footnote F5

On September 2, 2025, JAB Holdings B.V. agreed to extend the term of the Long Swap with Banco Santander, S.A., BNP Paribas and Societe Generale by approximately two (2) years for no additional consideration, although JAB Holdings B.V. has the right to terminate and close out the Long Swap during certain specified earlier periods if it so chooses. The extension resulted in a deemed cancellation of the existing Long Swap and a deemed entry into a new Long Swap with a later settlement date. The deemed cancellation is exempt from Sections 16(a) and 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16a-4(d) and 16b-6(d) promulgated thereunder, respectively. All other material terms of such Long Swap, including the Reference Price, remain materially unchanged and in full force and effect.