Coty Inc. Files 8-K on Material Agreement and Financial Obligation

TL;DR

Coty Inc. just signed a big deal and took on debt, filing an 8-K on it.

AI Summary

On October 15, 2025, Coty Inc. filed an 8-K report detailing a material definitive agreement and a direct financial obligation. The filing indicates Coty Inc. entered into a new agreement and incurred a financial obligation, though specific details of the agreement and the exact amount of the obligation are not provided in this summary section of the filing.

Why It Matters

This filing signals a significant new financial commitment or partnership for Coty Inc., which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, suggesting potential financial risks or opportunities that are not yet fully detailed.

Key Players & Entities

• Coty Inc. (company) — Registrant
• October 15, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — which registered Class A Common Stock, $0.01 par value COTY New York Stock Excha
• $900.0 million — reviously announced private offering of $900.0 million aggregate principal amount of the Issue

Filing Documents

• d903518d8k.htm (8-K) — 36KB
• d903518dex41.htm (EX-4.1) — 811KB
• 0001193125-25-240308.txt ( ) — 1147KB
• coty-20251015.xsd (EX-101.SCH) — 3KB
• coty-20251015_lab.xml (EX-101.LAB) — 17KB
• coty-20251015_pre.xml (EX-101.PRE) — 11KB
• d903518d8k_htm.xml (XML) — 3KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2025 Coty Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35964 13-3823358 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 350 Fifth Avenue New York , NY 10118 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 389-7300 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Class A Common Stock, $0.01 par value COTY New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01. Entry into a Material Definitive Agreement. 5.600% Senior Notes due 2031 On October 15, 2025, Coty Inc. ("Coty"), together with its wholly-owned subsidiaries, HFC Prestige Products, Inc. and HFC Prestige International U.S. LLC (the "Co-Issuers" and, collectively with Coty, the "Issuers"), completed its previously announced private offering of $900.0 million aggregate principal amount of the Issuers' 5.600% senior notes due 2031 (the "Notes"). The Notes are senior unsecured obligations of the Issuers and are not guaranteed by any of Coty's subsidiaries. The Notes are equal in right of payment with all of the Issuers' existing and future senior indebtedness and are effectively junior to all of the Issuers' existing and future indebtedness that is secured by a lien on any of their assets, to the extent of the value of such collateral. If at any time and for so long as the Notes cease to maintain investment grade ratings from at least two of three ratings agencies, the Notes will be fully and unconditionally guaranteed on a senior secured basis by each of Coty's subsidiaries (other than the Co-Issuers) that guarantee, and will be secured by first-priority liens on the same collateral that secures, Coty's obligations under its existing senior secured credit facilities and under Coty's and the Co-Issuers' existing senior secured notes. Any guarantees and liens on collateral will thereafter be subject to suspension and release if the Notes again maintain investment grade ratings from at least two of three ratings agencies, and no default has occurred and is continuing. The Notes were offered and sold in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Indenture The Notes were issued pursuant to an Indenture, dated as of October 15, 2025 (the "Indenture"), among the Issuers and Deutsche Bank Trust Company Americas, as trustee, registrar and paying agent. The Notes will accrue interest at the rate of 5.600% per annum and will mature on January 15, 2031. Interest on the Notes will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2026. At any time and from time to time prior to December 15, 2030 (one month prior to the maturity date (the "Par Call Date")), the Issuers may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes being r

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