The Company has various share-based compensation programs (“the Compensation Plans”) under which awards, including non-qualified stock options, qualified stock options, Series A Preferred Stock, RSUs, PRSUs, restricted stock and other share-based awards, may be granted or shares of Class A Common Stock may be purchased. As of June 30, 2026, 114.5 million shares of the Company's Class A Common Stock were authorized to be granted pursuant to these Plans. As of June 30, 2026, approximately 37.8 million shares of Class A Common Stock were reserved and available to be granted pursuant to these Plans. The Company may satisfy the obligation of its stock-based compensation awards with new shares.

Total share-based compensation is shown in the table below:


	2026		2025		2024
Equity plan expense (a)	$	46.1	$	49.9	$	88.5

Liability plan expense	0.2		0.1		0.3

Total share-based compensation expense(b)	$	46.3	$	50.0	$	88.8
Income tax benefits recognized in earnings related to share-based compensation	$	2.7	$	2.1	$	3.0
(Deficiencies) Excess tax benefits related to share-based compensation	$	2.0	$	(0.4)	$	1.1

(a) Equity plan shared-based compensation expense of $46.1, $49.9, and $88.5 was recorded to additional paid in capital and presented in the Consolidated Statement of Equity for the fiscal years ended June 30, 2026, 2025, and 2024, respectively.

(b)Expenses relating to share-based awards granted to non-Coty employees (Wella) are recorded within Other expense (income), net, within the Consolidated Statement of Operations.

As of June 30, 2026, the total unrecognized share-based compensation expense related to unvested qualified stock options, PRSUs, and restricted stock units and other share awards is $3.2, $0.7 and $39.8, respectively. The unrecognized share-based compensation expense related to unvested stock options, PRSUs, and restricted stock units and other share awards is expected to be recognized over a weighted-average period of 2.50, 1.07 and 1.98 years, respectively.

During fiscal 2026, 2025, and 2024, the Company granted 6.0 million, 0.0, and 0.0 qualified stock option awards, as described in the Long-term Equity Program for CEO section below. The Company uses the Monte Carlo model to value the outstanding qualified stock options. The fair value of the Company’s outstanding qualified stock options was estimated with the following assumptions:

Expected life, in years - The expected life represented the period of time (years) that options granted were expected to be outstanding, which the Company calculated using a formula based on the vesting term and the contractual life of the respective option.

Risk-free interest rate - The Company based the risk-free interest rate on the implied yield available on a U.S. Treasury note with a term equal to the expected term of the underlying options.

Expected dividend yield - The Company calculated the dividend yield on shares using the expected annualized dividend rate and the stock price as of the valuation date.


	Shares (in millions)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at July 1, 2025	0.0	—
Granted	6.0	$	2.22
Outstanding at June 30, 2026	6.0	$	2.22
Vested and expected to vest at June 30, 2026	5.8	$	2.22	2.5	$	—
Exercisable at June 30, 2026	—			—	$	—

During fiscal 2026, 2025 and 2024, the Company did not grant any non-qualified stock option awards. The options issued prior to 2024 are accounted for using equity accounting whereby the share-based compensation expense is estimated and fixed at the grant date based on the estimated value of the options using the Black-Scholes valuation model.

Non-qualified stock options generally become exercisable five years from the date of the grant or on a graded vesting schedule where 60% of each award granted vests after three years, 20% of each award granted vests after four years and 20% of each award granted vests after five years. All grants expire ten years from the date of the grant.

The Company’s outstanding non-qualified stock options as of June 30, 2026 and activity during the fiscal year then ended are presented below:


	Shares (in millions)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at July 1, 2025	3.4	$	13.89

Forfeited	(0.6)	$	17.68
Outstanding at June 30, 2026	2.8	$	13.08
Vested and expected to vest at June 30, 2026	2.8	$	13.08	2.18	$	—
Exercisable at June 30, 2026	2.8	$	13.08	2.18	$	—

Of the 2.8 million stock options outstanding at June 30, 2026, 1.1 million vested on the fifth anniversary of the grant date and 1.7 million vested on the graded vesting schedule.

As of June 30, 2026, the grant prices of the outstanding non-qualified options ranged from $11.08 to $18.55, and the grant prices for exercisable options ranged from $11.08 to $18.55.

In addition to the Executive Ownership Programs discussed above, the Series A Preferred Stock are accounted for as a liability as of June 30, 2026, 2025 and 2024 and the Company recognized (income) expense of $0.0, $0.0 and $(0.8) in fiscal 2026, 2025 and 2024, respectively. Pursuant to the Series A Preferred Stock subscription agreement dated March 27, 2017, the vested Series A Preferred Stock expired on March 31, 2024. As such, the fair value of the outstanding Series A Preferred Stock was zero and no valuation was performed. See Note 20—Equity and Convertible Preferred Stock for additional information.

Pursuant to the term of the amended employment agreement on May 4, 2023, the Company granted Ms. Nabi a one-time award of 10,416,667 RSUs and a total of 10,416,665 PRSUs in five equal tranches over the next five years. Ms. Nabi ceased to serve as the Company’s CEO effective December 31, 2025, and pursuant to the terms of the separation agreement on December 20, 2025, these two awards were treated in accordance with the terms discussed below.

Ms. Nabi's 10,416,667 RSUs were originally scheduled to vest and settle in shares of the Company’s Class A Common Stock, par value $0.01 per share over five years on the following vesting schedule: (i) 15% on September 1, 2024, (ii) 15% on September 1, 2025, (iii) 20% on September 1, 2026, (iv) 20% on September 1, 2027; and (v) 30% on September 1, 2028, in each case subject to Ms. Nabi’s continued employment through the applicable vesting date. As of the date of the separation agreement, the first two tranches had vested. Pursuant to the terms of the amended employment agreement, Ms. Nabi vested in the third tranche on January 2, 2026. The remaining two tranches of the RSU awards and all PRSU awards were forfeited. The previously recognized compensation expense was reversed for forfeited awards as of December 31, 2025.

Pursuant to the terms of the employment agreement dated December 20, 2025, the Company granted its new Executive Chairman of the Board and interim CEO, Markus Strobel, a one-time award of 1,351,352 RSUs and 6,000,000 stock options of Coty Inc’s Class A Common Stock on March 16, 2026. These two awards will vest over the next 2.75 years in accordance with the terms discussed below.

Mr. Strobel's 1,351,352 RSUs will vest and settle in shares of the Company’s Class A Common Stock, par value $0.01 per share over 2.75 years on the following vesting schedule: (i) 33% on March 31, 2027, (ii) 33% on March 31, 2028, and (iii) 34% on December 31, 2028, in each case subject to Mr. Strobel’s continued employment through the applicable vesting date. The Company will recognize approximately $2.9 of share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date, net of forfeitures.

The stock options are subject to both a service condition and a market condition. The options vest on December 29, 2028 (the “Vesting Date”), contingent upon Mr. Strobel’s continued service through such date. Vesting is further conditioned on the achievement of specified share price targets as of the Vesting Date, with 100% of the award vesting if the Company’s share price equals or exceeds $9.00 per share, and 50% of the award vesting if the share price equals or exceeds $5.56 per share. The Company will recognize approximately $3.6 of share-based compensation expense, on a straight-line basis over the vesting period, based on the fair value on the grant date, net of forfeitures.

During fiscal 2026, 2025 and 2024, 11.8 million, 3.6 million and 4.1 million RSUs were granted under the Omnibus Equity and Long-Term Incentive Plan (“Omnibus LTIP”) and 0.2 million, 0.3 million and 0.3 million RSUs were granted under the 2007 Stock Plan for Directors, respectively.

The Company’s outstanding RSUs as of June 30, 2026 and activity during the fiscal year then ended are presented below:


	Shares (in millions)	Weighted Average Grant Date Fair Value
Nonvested at July 1, 2025	19.1	$	9.72
Granted	12.0	$	3.14
Vested	(9.4)	$	9.17
Forfeited	(6.8)	10.37
Nonvested at June 30, 2026	14.9	$	4.44

The share-based compensation expense recorded in connection with the RSUs and other share awards was $45.6, $56.4 and $78.5 during fiscal 2026, 2025 and 2024, respectively, of which $16.4, $20.5, and $36.5 related to Ms. Nabi's award, as described above.

The Company’s outstanding PRSUs as of June 30, 2026 and activity during the fiscal year then ended are presented below:


	Shares (in millions)	Weighted Average Grant Date Fair Value
Nonvested at July 1, 2025	9.0	$	9.20
Vested	(1.1)	$	6.62
Forfeited	(4.8)	$	10.03
Nonvested at June 30, 2026	3.1	$	8.79

The share-based compensation expense recorded in connection with the PRSUs was $0.3, $(3.5), and $10.7 during fiscal 2026, 2025 and 2024, respectively, of which $(1.7), $(3.7), and $5.4 related to Ms. Nabi's award, as described above.

On July 21, 2015, the Board granted Mr. Becht, an award of 300,000 phantom units. Each phantom unit has an economic value equivalent to one share of the Company’s Class A Common Stock settleable in cash or shares at the election of Mr. Becht. The award to Mr. Becht was made outside of the Company’s Omnibus LTIP. On July 24, 2015, Mr. Becht elected to receive payment of the phantom units in the form of shares of Class A Common Stock and the phantom units were valued at $8.0. The phantom units vested on the fifth anniversary of the grant date and remain outstanding as of June 30, 2026.