COTY.NYSECoty INC

SCHEDULE: JAB Extends Coty Equity Swaps for Two Years

Sentiment:

Beneficial Ownership Amendment


JAB Holdings B.V. has extended its long cash-settled total return equity swaps with an aggregate notional amount of 30 million Coty Class A Shares by approximately two years.

Summary

  • JAB Holdings B.V. and its related entities (JAB Beauty B.V., Agnaten SE, Lucresca SE) filed Amendment No. 7 to their Schedule 13D regarding Coty Inc.
  • The reporting persons beneficially own 488,051,545 Class A Shares of Coty Inc., representing approximately 54.5% of the outstanding Class A Shares.
  • This ownership percentage is calculated based on 872,294,977 Class A Shares issued and outstanding as of August 12, 2025, and 23,847,352 Class A Shares issuable upon conversion of Series B Preferred Stock as of September 13, 2024.
  • JAB Holdings B.V. extended the term of its long cash-settled total return equity swaps with Banco Santander, S.A., BNP Paribas, and Societe Generale.
  • The extension covers an aggregate notional amount of 30,000,000 Class A Shares for approximately two additional years.
  • Two previous swap arrangements, each for 5,000,000 shares, with BNP Paribas (on July 31, 2025) and CACIB (on August 29, 2025) expired and terminated by cash-settlement.
  • No additional consideration was paid for the extension, and JAB Holdings B.V. retains the right to terminate the swaps earlier if it chooses.

Sentiment

Score: 7

Explanation: The extension of a significant equity swap position by a major shareholder like JAB suggests continued confidence in Coty's long-term prospects, which is generally positive. The termination of some swaps is offset by the extension of others, maintaining a substantial exposure, indicating a stable, albeit adjusted, investment strategy.

Positives

  • JAB Holdings' decision to extend the long swap arrangement for 30,000,000 Class A Shares suggests continued confidence in Coty's future performance and strategic direction.
  • The extension for approximately two years without additional consideration indicates a favorable arrangement for JAB, potentially locking in exposure at advantageous terms.

Negatives

  • Two long swap arrangements, each for 5,000,000 shares, with BNP Paribas and CACIB, expired and terminated by cash-settlement, reducing the total notional amount under swap arrangements from an initial 40,000,000 to 30,000,000 shares.

Risks

  • The filing does not explicitly detail risks, but the nature of equity swaps involves market risk related to the underlying asset's price fluctuations, which could impact the value of JAB's position.

Future Outlook

JAB Holdings B.V. has extended its long cash-settled total return equity swaps for an aggregate notional amount of 30,000,000 Class A Shares by approximately two years, indicating a continued long-term interest in Coty's equity performance. The right to terminate earlier provides flexibility for JAB Holdings B.V. to adjust its position.

Industry Context

This filing primarily concerns a major shareholder's investment strategy and beneficial ownership structure in Coty Inc. While it doesn't directly address broader industry trends, JAB's continued significant stake and long-term swap arrangements reflect its strategic commitment to the beauty sector, where Coty operates. JAB is a prominent investor in consumer goods, particularly beauty and coffee, and its sustained interest in Coty underscores its view of the company's position within the industry.

Comparison to Industry Standards

  • This filing does not contain information suitable for comparison to industry standards regarding operational or financial performance. It focuses on a specific shareholder's beneficial ownership and derivative positions, which are unique to the investor's strategy rather than industry benchmarks.

Stakeholder Impact

  • Shareholders: JAB's continued significant beneficial ownership and long-term swap positions signal a stable, committed major investor, which could be viewed positively by other shareholders. The proxy agreement with Peter Harf further consolidates voting power, potentially influencing corporate decisions.

Next Steps

  • JAB Holdings B.V. may choose to terminate and close out the extended Long Swaps during specified earlier periods, exercising its contractual right.

Key Dates

DateDescription
2019-05-01Initial Schedule 13D filed.
2020-03-19Amendment No. 1 to Schedule 13D filed.
2020-11-16Amendment No. 2 to Schedule 13D filed.
2021-10-29Amendment No. 3 to Schedule 13D filed.
2023-02-09JAB Holdings entered into initial long cash-settled total return equity swaps for up to 40,000,000 Class A Shares.
2023-02-10Amendment No. 4 to Schedule 13D filed, disclosing the initial swap arrangements.
2023-06-20Amendment No. 5 to Schedule 13D filed.
2023-10-10Amendment No. 6 to Schedule 13D filed.
2024-09-13Date for which 23,847,352 Class A Shares issuable upon conversion of Series B Shares were reported in the Definitive Proxy Statement.
2024-09-26Definitive Proxy Statement on Schedule 14A filed by Coty Inc.
2025-07-31Long Swap with BNP Paribas for 5,000,000 Shares expired and terminated by cash-settlement.
2025-08-12Date for which 872,294,977 Class A Shares were reported as issued and outstanding in Coty's Annual Report on Form 10-K.
2025-08-21Coty Inc. filed its Annual Report on Form 10-K.
2025-08-29Long Swap with CACIB for 5,000,000 Shares expired and terminated by cash-settlement.
2025-09-02JAB Holdings B.V. agreed to extend the term of Long Swaps with Banco Santander, S.A., BNP Paribas, and Societe Generale.
2025-09-03Date of signing for Amendment No. 7 to Schedule 13D.

Recommendation

hold

The filing indicates a major shareholder, JAB Holdings, is maintaining a significant, long-term exposure to Coty through the extension of equity swaps. This suggests continued confidence from a sophisticated investor. However, it's an ownership update, not a fundamental operational or financial report. While positive, it doesn't present new information that would drastically alter the investment thesis for a seasoned investor, warranting a 'hold' rather than a 'buy' or 'sell' based solely on this amendment.

Keywords

Coty Inc., JAB Holdings, Schedule 13D/A, Equity Swaps, Beneficial Ownership, Class A Shares, COTY, Shareholder, Investment, Beauty Industry

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