Form 4: JAB Holdings Reports Coty Stake Changes & Swap Expiry

JAB Holdings B.V. and related entities reported changes in their beneficial ownership of Coty Inc. Class A Common Stock and the expiration of a cash-settled total return swap.

Summary

• JAB Holdings B.V., Agnaten SE, and Lucresca SE, all 10% owners and directors of Coty Inc., filed a Form 4 detailing their beneficial ownership.
• They indirectly beneficially own 451,853,684 shares of Coty Class A Common Stock through JAB Beauty B.V.
• On July 31, 2025, a cash-settled total return swap (Long Swap) with BNP Paribas expired and terminated by cash-settlement, involving a notional amount of 5,000,000 shares.
• Following this transaction, JAB Holdings B.V. continues to hold other Long Swaps with a notional amount of 35,000,000 shares.
• The reporting persons disclaim beneficial ownership of these securities, including the underlying shares of the swaps, except to the extent of their pecuniary interest.

Sentiment

Score: 5

Explanation: This is a routine compliance filing detailing changes in beneficial ownership and derivative positions by a major shareholder, not a performance or strategic announcement. It is neutral in sentiment.

Positives

• Continued significant indirect ownership by JAB Holdings B.V. and related entities, indicating a long-term strategic interest in Coty Inc.

Negatives

• No direct negatives identified from this compliance filing.

Risks

• The reporting persons disclaim beneficial ownership of the reported securities, including the underlying shares of the swaps, except to the extent of their pecuniary interest, which could imply limited control or influence despite significant holdings.

Future Outlook

The filing indicates that JAB Holdings B.V. continues to hold cash-settled total return swaps with a notional amount of 35,000,000 shares, implying continued economic exposure to Coty's stock performance through these financial instruments.

Management Comments

• Each Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.
• 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.
• 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.

Industry Context

This filing reflects the ongoing financial strategies of a major investment firm, JAB Holdings, in the beauty and consumer goods sector, specifically regarding its significant stake in Coty Inc. The use of total return swaps is a common financial instrument for large investors to gain economic exposure without direct ownership control.

Comparison to Industry Standards

• NA

Related Party Transactions

• The reporting persons (JAB Holdings B.V., Agnaten SE, Lucresca SE) are 10% owners and directors of Coty Inc., making their transactions in Coty securities related-party dealings.

Stakeholder Impact

• Shareholders: Provides transparency on a major shareholder's equity and derivative positions, which could influence market perception of insider confidence.
• Management: Awareness of a significant shareholder's financial exposure and strategic interests.

Next Steps

• JAB Holdings B.V. continues to hold other cash-settled total return swaps with a notional amount of 35,000,000 shares.

Key Dates

Keywords

Coty, JAB Holdings, SEC Form 4, Beneficial Ownership, Total Return Swap, Insider Trading, Equity