COTY

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):

November 23, 2022

Coty Inc.

(Exact name of registrant as specified in its charter)

350 Fifth Avenue New York, NY 10018

(Address of principal executive offices, including zip code)

(212) 389-7300

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On November 23, 2022, Coty Inc. (the “Company”) announced the early tender results for its previously announced tender offers (the “Tender Offers”) to purchase up to $100,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2026 (CUSIP Nos.: 222070AB0 / U2203CAA9) (the “USD Notes”), and up to €100,000,000 aggregate principal amount of the Company’s 4.750% Senior Notes due 2026 (Common Codes: 180178872 / 180178830) (the “Euro Notes”). A copy of the press release announcing the early tender results is hereby incorporated by reference and attached hereto as Exhibit 99.1.

This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

(d) Exhibits.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.