WELA Wella Co S-1/A amended IPO prospectus section summaries

Proposed IPO and corporate structure

Wella Company filed Amendment No. 2 to its Form S-1 on November 13, 2026, for a proposed initial public offering of common stock. The company has applied to list its shares on the NYSE under the ticker WELA; no public market existed for the shares before the offering.

Before the IPO, Wella intends to complete reorganization transactions that will make it the holding company for the business currently conducted by Rainbow Capital Group Limited and its consolidated subsidiaries.

Control and governance

Following the reorganization and offering, excluding the specified WOW Issuance, KKR stockholders are expected to retain an unspecified percentage of voting power. Wella therefore expects to qualify as a NYSE “controlled company.” Under a planned stockholders agreement, KKR and its affiliates will have board-designation rights for as long as they own at least 5% of Wella’s outstanding common shares. KKR’s continuing ownership and governance influence are material considerations for public investors.

Preliminary offering terms

The prospectus is preliminary and subject to change; the securities cannot be sold until the registration statement becomes effective. The offering price, number of shares offered, proceeds, underwriting discounts, and number of additional shares available under the underwriters’ 30-day over-allotment option are not specified in this preliminary cover section.

Industry and market data

The prospectus uses 2026 editions of third-party research to describe 2025 market conditions. The company tracks category and channel size and growth, market share, brand awareness, consumer consideration and conversion, and competitive performance. Its principal sources are Euromonitor, Kline & Co., and Nielsen/NielsenIQ-GfK. The underlying measures are not uniform: some market estimates use sell-in data, while others use sell-through or value share.

Competitive positions

• Wella Professionals ranked the #1 global salon hair-color brand for six consecutive years, based on Kline sell-in data.
• The Wella Company tied for #2 in professional hair across 20 addressable markets.
• Based on Euromonitor sell-through data, Clairol ranked #2 in North American colorants; Wella/Koleston ranked #2 in Latin American colorants and #3 in Middle East and Africa colorants; and OPI ranked #1 globally among premium retail nail brands.
• ghd hair-straightener share data uses NielsenIQ/GfK value share in EU5. The periods are the latest 52 weeks ending December 27, 2025, for RMS and December 2025 MAT for GfK.

Market outlook and demand drivers

Forecasts cover global hair and nail markets, professional hair, hair appliances, retail hair, and related regional and product categories. Kline’s 2025 professional-hair forecasts consider historical performance, macroeconomic indicators, salon demand, pricing, regional development, e-commerce, innovation, and competition. They assume no major economic or supply-chain disruptions beyond normal volatility; developing markets are generally expected to grow faster than mature markets. Euromonitor combines econometric modelling with analyst judgment on factors that are harder to quantify, including marketing, product launches, lifestyle trends, product awareness, market maturity, and regulation.

Cited demand drivers include consumers seeking professional results at home and trading up to technology-enabled, high-performance appliances; growing interest in hair health and wellness; e-commerce; innovation and premiumization; broader offerings for diverse hair textures; clean, natural, and ammonia-free formulations; social-media-driven product discovery and trial; and hair color used for self-expression as well as grey coverage. Repeat usage supports hair-color demand.

Data and forecast limitations

Industry and market-share estimates are inherently imprecise and subject to business, economic, and competitive uncertainty. The company has not independently verified third-party data, and its internal research, surveys, and management estimates have not been independently verified. Forecasts rely on assumptions and may differ materially from actual outcomes; Kline’s outlook specifically assumes no major disruptions, while Euromonitor’s forecasts include judgment-based adjustments.

WELA owns or has rights to use numerous trademarks, trade names, and service marks in its business. Marks owned by subsidiaries, licensors, or other third parties remain the property of their respective owners. The omission of ®, ™, or SM symbols is for convenience and does not waive WELA’s or its licensors’ rights. Use or display of third-party marks does not imply affiliation, endorsement, or sponsorship. No financial metrics, material business changes, or specific trademark-related risks are disclosed in this section.

Basis of Presentation

Company structure and offering-related transactions

Before the Reorganization Transactions, “Wella” refers to RCGL and its consolidated subsidiaries. Following the reorganization, The Wella Company will become the holding company for that business. In connection with the offering, the company expects to enter into a New Senior Facilities Agreement and use proceeds from the refinancing and offering to repay borrowings under the existing Senior Facilities Agreement. KKR-affiliated and Coty-affiliated entities are among the defined direct stockholders after the reorganization.

Equity incentive program

The planned WOW Program will provide eligible employees with equity awards under the 2026 Omnibus Incentive Plan. Its initial pool is approximately 4% of the increase in Rainbow JVCo Limited’s equity value from KKR’s 2020 acquisition to immediately before the offering. The company and KKR stockholders may increase the pool, and its value will be determined when the offering is consummated.

Fiscal periods, currency and rounding

The company’s fiscal year ends June 30. FY2026, FY2025 and FY2024 refer to the years ended June 30, 2026, 2025 and 2024, respectively. Q1 FY2027 and Q1 FY2026 refer to the three months ended September 30, 2026 and 2025, respectively.

Constant-currency comparisons translate current-period results using prior-year exchange rates, but do not adjust for transaction revaluation or hyperinflation. The rates used for FY2024, FY2025 and Q1 FY2026, respectively, were:

Reported totals may differ from arithmetic sums because figures are rounded.

Commercial metrics and definitions

• Net invoiced sales are the invoiced value to salon customers, distributors and retailers before discounts and rebates; this measure is distinct from net revenue.
• Active customer accounts are accounts that contribute net invoiced sales during a period. Average annual spend per door is net invoiced sales divided by active customer accounts.
• Revenue churn measures prior-period sales from accounts lost in the current period as a share of prior-period sales. Revenue retention is based on DSO-serviced salon sales and lost prior-year accounts, excluding new salons without prior-year sales.
• Fill rate is quantities shipped divided by quantities ordered. New-product revenue covers products resulting from innovation, excluding reformulations and packaging or format changes, during the first 12 months after launch.
• NPS is calculated by subtracting survey responses of 6 or lower from responses of 9 or 10, then dividing by total responses; responses of 7 and 8 are excluded.

Channel and salon terminology

Club refers to membership warehouse clubs; FDM refers to food, drug and mass retailers. Educated salons have an employee or owner trained by a company representative. Strategic salon doors are priority accounts, generally with at least two to three stylists, in existing markets across the Americas, EMEA and APAC.

Supplemental non-GAAP measures

The prospectus presents Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow as supplemental measures. Management uses them to assess operating trends and strategy, support budgeting, determine discretionary annual incentive compensation, and compare performance with peers. Adjusted EBITDA and Adjusted EBITDA Margin exclude items management considers unrepresentative of core performance; those adjustments depend on assumptions that may be inaccurate, involve significant excluded items, and may exclude expenses that recur.

These measures are not substitutes for GAAP results. Adjusted EBITDA and its margin do not capture cash requirements such as taxes, debt service, or other potentially recurring cash costs, and neither measures cash available for discretionary use. Free Cash Flow excludes financing flows—including equity or debt issuance and debt repayments—and also does not reflect taxes, debt service, or certain other recurring cash costs; it therefore is not discretionary cash flow. Because companies may calculate these measures differently, they may not be comparable across companies. The prospectus refers readers to the historical financial data section for reconciliations to the closest GAAP measures.

Wella: business and financial overview

Wella is a global hair and nail company operating in more than 100 countries, with seven principal brands across Hair & Nail and Beauty Tech. Its business spans Professional Hair, Retail Hair, Styling Tools and Nail. Wella Professionals generated more than $1 billion of FY2026 net revenue and ranked #1 globally in salon hair color for six consecutive years; OPI ranked #1 in premium retail nail.

Consolidated financial results

FY2026 revenue grew 9.2%, following 3.9% growth in FY2025; revenue increased at a 5% constant-currency CAGR from FY2024 to FY2026. Wella reported 23 consecutive quarters of year-over-year constant-currency revenue growth as of September 30, 2026. FY2026 gross margin was broadly stable. Operating income increased despite $84.2M of impairment of other indefinite-lived intangible assets in FY2026; comparable impairment was $53.1M in FY2025 and $141.0M in FY2024, when there was also $7.8M of goodwill impairment. Wella had net losses in four of the five most recent fiscal years.

Quarterly revenue growth was 4.1% in constant currency, slower than FY2026 growth. Operating income and Adjusted EBITDA grew faster than revenue, and net income margin improved to 4.4% from 1.2%. Neither quarter had intangible-asset impairment charges. Adjusted EBITDA excludes, among other items, debt service, capital spending, working-capital needs and taxes, and is not discretionary cash flow. FY2026 adjustments included $84.2M of intangible impairment, $29.4M of restructuring and $12.4M of IPO-readiness costs.

Cash generation and financial position

The latest quarter’s negative operating cash flow and free cash flow contrast with improved annual cash generation. At September 30, 2026, cash was $192.2M, versus $322.3M at June 30, 2026 and $173.1M at June 30, 2025; working capital was $406.5M, versus $367.6M and $145.0M at those respective June dates. Total assets were $5.357B, total liabilities $3.710B, mezzanine equity $3.220B, shareholders’ equity negative $1.364B and non-controlling interest negative $208.4M. Senior Facilities Agreement debt outstanding was approximately $2.281B.

Business growth, strategy and risks

Wella’s post-2020 strategy emphasizes brand modernization, innovation, pricing, supply-chain efficiencies, digital investment and standalone capabilities. NPD revenue grew at approximately 12% constant-currency CAGR from FY2023 to FY2026, while Hair & Nail NPD revenue grew approximately 23%; Hair & Nail average time to market fell from approximately 19 months to 13 months. The company has more than 300 scientists across six R&D centers and over 1,200 granted and pending patents.

The “Gain with Color, Grow with Care” strategy builds salon relationships through a direct sales organization serving over 65,000 salons, within a broader network reaching over 250,000 salons. Wella aims to expand U.S. sales coverage, acquire salon customers and increase care-product penetration. Its “Pro + Consumer” strategy extends professional brands into retail and e-commerce: ghd averaged 9% quarter-over-quarter constant-currency growth over the most recent eight quarters, and approximately 86% of its FY2026 net invoiced sales came from consumer channels. Wella operates three hair and nail manufacturing facilities, producing approximately 60% of products, and supplements them with third-party manufacturing for flexibility and capital efficiency.

The company cites a roughly $120B global hair, nail and hair-appliance market, with an expected 5.6% CAGR for 2025–2029, and sees growth opportunities in the U.S., Brazil, APAC and Europe. Risks include substantial debt and a history of losses; competition, changing preferences and brand-reputation exposure; innovation, sourcing and operational disruption; tariffs and currency movements; dependence on professional customers, distributors and certain customers; and cybersecurity, privacy, product, intellectual-property and litigation risks.

The planned IPO accompanies a reorganization and refinancing. Proceeds and borrowings under a new senior facilities agreement are expected to repay Facility B borrowings in full and fund related tax obligations; transaction amounts are not provided in the excerpt. At the assumed IPO price, the B preference-share liquidation preference is expected to absorb available equity value, leaving no residual value for RCGL ordinary shares or related WINS Exchange units. KKR-affiliated holders will retain majority voting control, and Wella intends to use NYSE controlled-company exemptions. The company has no current dividend plans.

Principal business and operating risks

Wella’s net revenue rose from $2.6 billion in 2024 to $2.9 billion in 2026, but the company cautions that growth may slow or reverse and that maintaining or improving margins depends on managing the risks described below. Its business depends on preserving premium brands and salon-professional credibility while competing in professional and consumer beauty markets. Product-safety concerns, inconsistent quality, adverse reactions, counterfeit or gray-market products, discounting, misleading claims, or failures by Wella or third parties to meet legal, ethical, labor, social or environmental standards could damage trust, demand and pricing. Negative publicity can spread rapidly, including through fabricated reviews and AI-generated content.

Demand is exposed to changing preferences and discretionary consumer spending, macroeconomic weakness, inflation, interest rates, tariffs, salon and retail traffic, and customer inventory decisions. Shifts in haircare and styling trends, including interest in gray hair, and lower spending on premium products such as ghd tools could hurt sales. Competition from global brands, private labels and emerging or influencer-backed companies may intensify price promotions and pressure margins. Wella’s “Pro + Consumer” strategy also risks alienating salon professionals if broader consumer-channel availability is seen as undermining the professional channel.

Customer and channel concentration heightens these risks: three customers accounted for 19% of FY2026 net revenue, and a small group is expected to remain significant. Customer consolidation, reduced purchases, delisting, lower shelf or online visibility, private-label competition, or tougher pricing and margin demands could reduce revenue and profitability. 12% of the hair and nail business was sold through full-service distributors in FY2026; exclusive arrangements can make replacement or direct selling difficult and costly if a distributor fails. Wella also relies on a single logistics provider for North American customer deliveries. Seasonal revenue is typically higher in the first half and peaks in Q2 around holiday selling, while inventory needs can increase working capital in Q1 and Q4.

Product launches, innovation and forecasting are important to growth but can fail to meet trends or consumer acceptance, displace existing products, increase returns or strain manufacturing and fulfillment. Long lead times for styling tools compound forecasting risk. Shortages or excess inventory can lead to stockouts, expedited freight, discounting, write-downs and weaker margins. For FY ended June 30, 2026, approximately 59% of total supply was manufactured at company-owned facilities. Wella produces most hair color and the majority of hair-care products across three owned plants, leaving it exposed to outages; it also relies on third-party manufacturers, suppliers and logistics providers, sometimes with limited alternatives. Raw-material, packaging, labor, energy and freight costs, tariffs and trade restrictions may increase costs that Wella cannot pass on. Styling tools face component risks, including semiconductors; the global chip shortage negatively affected ghd from 2020 to 2023.

Wella sells in more than 100 countries; approximately 75% of FY2026 net revenue was generated outside the U.S. and 73% was earned in foreign currencies. Currency movements, geopolitical events, sanctions, trade restrictions, shipping disruptions and differing local regulations could disrupt supply, raise costs or weaken demand. The U.S. Supreme Court invalidated IEEPA tariffs on February 20, 2026, but tariff uncertainty continued as the U.S. government pursued alternative authorities. Three owned manufacturing sites in North America, Europe and Asia produced approximately 60% of hair and nail supply, excluding styling tools.

Product, legal and regulatory exposure

Defects, contamination, inadequate warnings, adverse reactions or unsafe repairs could result in injuries, recalls, sales restrictions, litigation and reputational harm. Electrical styling tools may cause burns, fire or electrocution. Hair color is a significant part of net revenue, and Wella faces lawsuits alleging that Wella Professionals and Clairol dyes caused bladder cancer, as well as litigation alleging that hair relaxers caused cancer or other harms. Wella says the relaxer products at issue were made and sold by predecessor companies before KKR acquired the business in 2020, but plaintiffs allege successor liability. No current mass-tort loss reserves have been established; potential liabilities could materially exceed any future reserves. Indemnities and insurance may be unavailable or insufficient.

Regulatory requirements for cosmetics, OTC drugs, supplements, product claims, ingredients, labeling, privacy, environmental matters and manufacturing vary and continue to evolve. FDA rules under MoCRA have expanded cosmetic safety, registration, reporting, GMP and recall requirements; Wella says the full compliance impact remains uncertain. Noncompliance involving regulated products could lead to recalls, seizures, fines or sales restrictions. Advertising and influencer activity also create exposure to enforcement or consumer litigation over unsupported claims, endorsements and reviews.

Reformulation is a significant operational and strategic challenge. Wella achieved its goal of near-total elimination of intentionally added PFAS by December 2025, though remaining products or packaging could still face restrictions. EU and UK TPO restrictions have required reformulations. Resorcinol is used in most oxidative hair-color products, including a majority of Wella’s permanent hair-color products. Wella has reformulated approximately half of its resorcinol-containing portfolio and targets full transition by FY2030; replacement technologies may not match current performance, and reformulation could affect product quality, customer adoption, launches, inventory and costs. Environmental and sustainability rules may additionally require product or packaging changes, supply-chain tracing and new systems, while climate-related physical and transition risks could increase costs or affect demand.

People, technology and financial risks

Execution of growth plans requires continued investment in brands, R&D, talent, technology, manufacturing and distribution, including in Brazil and the U.S.; investment may raise costs before producing returns. The CEO was new in April 2026, creating a transition risk. Hiring and retention are challenging, and vesting of certain awards after the offering may weaken retention incentives. As of June 30, 2026, the European Works Council represented approximately 3,100 employees in 15 countries, about 50% of global employees; approximately 1,900 employees, or 30% of the workforce, were covered by collective bargaining agreements.

Wella depends on internal systems and a concentrated group of technology providers for cloud services, security, e-commerce, payments and logistics. Cyber incidents, outages, provider failures and technology transformations could disrupt operations, compromise data or impair reporting. Wella has experienced outages and security incidents, including phishing, but says they have not materially affected operations or results to date. Expanding use of consumer data and AI brings additional privacy, cybersecurity, bias, confidentiality and regulatory risks. Privacy violations can lead to litigation and substantial penalties; certain GDPR and UK GDPR violations may be fined up to the greater of €20 million / £17.5 million or 4% of global annual turnover.

At June 30, 2026, pension and post-employment plans were approximately 81% funded: benefit obligations were $292 million, assets were $236 million, and the unfunded liability was $56 million. Approximately 98% of the deficit relates to closed legacy German plans. Market, interest-rate, inflation and other actuarial changes could increase liabilities and required contributions.

As of September 30, 2026, Wella had approximately $2.281 billion of debt outstanding under its Senior Facilities Agreement and approximately $348 million of additional revolving capacity, subject to conditions. Variable-rate debt exposes it to higher interest costs; debt service depends on cash generation and access to financing. Covenants restrict aspects of operations, and default could lead to acceleration, enforcement against collateral or bankruptcy risk.

Public-company and shareholder risks

Management identified two material weaknesses in FY2024—in income-tax accounting and reporting, and foreign-currency translation of goodwill and intangible assets—and says both were remediated in FY2025. Future testing may identify new weaknesses or show remediation was insufficient. The IPO also brings new reporting and control obligations, and control work may divert management resources.

KKR is expected to retain voting control and may influence strategy, board composition and major transactions; controlled-company exemptions may reduce governance independence. The offering would be Wella’s first public market for its common stock, and an active market may not develop. IPO investors face dilution relative to adjusted net tangible book value; future equity awards or issuances could add dilution, while sales of existing shares after lock-ups could pressure the stock. Charter provisions, including a classified board and restrictions on stockholder actions, may delay or prevent a change of control or limit the opportunity to receive a premium. Tax-law changes and tax-authority examinations could also raise tax costs or affect deferred tax assets.

Forward-Looking Statements and Risk Factors

WELA’s forward-looking statements reflect management’s expectations, not guarantees; actual results may differ materially. Historical growth may not predict future growth. The company has a history of losses and gives no assurance of future operating results. Results may fluctuate from quarter to quarter, and growth and profitability depend on multiple factors. Market-opportunity and market-growth estimates may also prove inaccurate.

Business, customer, and supply-chain risks

WELA’s performance depends on maintaining its brand and reputation; responding to consumer trends and competition; attracting and retaining customers cost-effectively; developing and launching successful products and innovations; forecasting demand and managing inventory; and executing its long-term strategy and growth plans. A substantial portion of net revenue depends on a limited number of customers.

The company relies on exclusive third-party distributors in multiple countries and is exposed to potential manufacturing, logistics, shipping, and distribution disruptions. Higher raw-material costs, tariffs or trade conflicts, foreign-exchange movements, and adverse economic conditions could increase supply costs, weaken consumer spending, and harm results.

Other operating exposures include product-liability, quality, and regulatory claims; counterfeit and gray-market sales; financing provided to salon-professional customers in select jurisdictions; labor and union activity; and risks associated with global operations.

Legal, regulatory, and pension exposures

Legal and regulatory risks include requirements and claims involving product marketing; environmental, health, and safety matters; import/export controls and sanctions; anti-corruption laws; antitrust rules; and potential mass-tort litigation, including claims related to products of predecessor companies. WELA also maintains employee pension arrangements, including a German defined-benefit scheme.

Technology, data, and intellectual property

Disruptions or security incidents affecting information-technology systems and websites could adversely affect operations. The company also faces data-security and privacy liabilities, e-commerce payment-method risks, and the challenge of adapting websites and systems to changing consumer needs and standards, including managing the deployment and use of artificial intelligence.

WELA depends on protecting its intellectual property globally and on rights from licensors. Infringement claims, or the expiration or termination of certain licenses, could adversely affect its business.

Other risks and limits on statements

The company identifies social, environmental, sustainability, and climate-related physical and transition risks, as well as risks associated with acquisitions and other strategic transactions. Its forward-looking statements do not account for the potential effects of future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions. WELA undertakes no general obligation to update forward-looking statements.

Use of IPO proceeds and planned refinancing

The company intends to combine IPO proceeds with borrowings under a New Senior Facilities Agreement to repay all outstanding borrowings under Facility B of its existing Senior Facilities Agreement. It also expects to use proceeds to fund estimated tax-withholding and remittance obligations related to the WINS Exchange, IPO Equity Grants, and WOW Issuance.

The prospectus leaves blank the IPO price, estimated net proceeds (including with full exercise of the underwriters’ option), proceeds sensitivities to an additional 1,000,000 shares or a $1.00 change in IPO price, and the amounts allocated to debt repayment and tax obligations. The estimated aggregate tax obligation, assumed withholding rate, and sensitivity of that obligation to a $1.00 IPO-price change are likewise not specified in the text summarized here. The actual withholding obligation for the WOW Issuance will depend on the WOW Settlement Price at settlement.

One Facility B lender is a KKR affiliate. The company expects that affiliate to receive principal repayment, interest, and related fees; the estimated total payment is not specified.

Existing senior debt terms

Facility B matures on February 26, 2029. Its commitments comprise:

Facility B interest rates are floating: B1 is based on SOFR, with a 0.75% floor; B2 on EURIBOR, with a 0% floor; and B3 on SONIA, with a 0% floor. The applicable margins vary with the Senior Secured Leverage Ratio:

The leverage ratio compares senior-secured borrowed-money net indebtedness with consolidated EBITDA. Net indebtedness is reduced by unrestricted cash and cash equivalents and excludes hedging liabilities. A positive ESG rating may reduce margins by 0.075 percentage points; a negative rating may increase them by the same amount. Default interest adds 1.00% to overdue amounts.

Wella has no current plans to pay dividends on its common stock. Any future dividend would be at the board’s discretion and could be reduced or discontinued at any time. As a holding company, Wella depends on its wholly owned operating subsidiaries for funds to pay dividends. Subsidiary distributions may be restricted by existing debt covenants, including those under the Senior Facilities Agreement, and by restrictions in future financing arrangements. Delaware law may also limit Wella’s ability to pay dividends.

Capitalization

As of September 30, 2026, the company had $192.163M of cash and cash equivalents and $2.280826B of debt, all outstanding under Facility B. The Revolving Facility, Facility A and New Revolving Facility had no balance.

The as-adjusted capitalization is intended to reflect the reorganization, the company’s IPO share sale and use of proceeds, including refinancing transactions. The reorganization includes the WINS Exchange and IPO Equity Grants vesting on grant, but excludes the WOW Issuance. The supplied table does not provide readable as-adjusted amounts or the assumed IPO price, share count and proceeds-related sensitivity amounts, so the post-transaction changes to debt, cash, equity and total capitalization cannot be quantified. The filing notes that changes in IPO price or shares sold would affect net proceeds, additional paid-in capital, stockholders’ equity and total capitalization.

Dilution

The filing describes immediate dilution for IPO investors because the offering price is expected to exceed existing stockholders’ net tangible book value (NTBV) per share. The supplied text leaves the amounts needed to quantify that dilution blank: September 30, 2026 NTBV and NTBV per share after the Reorganization Transactions (excluding the WOW Issuance), the assumed midpoint IPO price, post-offering adjusted NTBV and NTBV per share, the increase in NTBV per share for existing holders, and dilution per share for new investors. It also leaves blank the sensitivity of adjusted NTBV and investor dilution to each $1 change in the IPO price. Accordingly, the amount of IPO dilution cannot be calculated from this material.

The illustrative post-offering calculation is intended to reflect the company’s share sale and net proceeds after underwriting discounts, commissions, and estimated offering expenses, shares issued in the WINS Exchange, and IPO Equity Grants vesting on grant. It assumes the underwriters do not exercise their option to purchase additional shares. Actual NTBV would depend on the final offering price and offering terms.

A separate illustration for the WOW Issuance assumes a midpoint WOW Settlement Price, but the assumed price, resulting dilution per share, and sensitivity to each $1 change in settlement price are also blank. The accompanying comparison of existing holders and IPO investors—including shares purchased, ownership percentages, cash consideration, and average price per share—is unpopulated. Ownership percentages assuming full exercise of the underwriters’ option and after the WOW Issuance are not provided.

The company cautions that settlement or future grants of restricted stock units or other equity awards, as well as other issuances of common stock, would cause further dilution.

Business and strategy

The Wella Company was formed as an offering holding company and expects, following the offering and reorganization, to consolidate Rainbow Capital Group Limited (RCGL), its operating business. Wella expects to have no material assets other than its ownership of RCGL. It describes itself as the world’s largest pure-play hair and nail company, operating in more than 100 countries, with FY2026 net revenue of $2.93912B. Hair & Nail generated 84.4% of FY2026 revenue and 85.1% of Q1 FY2027 revenue; Beauty Tech (ghd) generated the balance.

Growth priorities include using professional hair-color expertise to deepen salon relationships and cross-sell care and styling products, extending professional credibility into consumer channels, expanding distribution and e-commerce, and investing in innovation. Effective Q1 FY2026, management shifted to product-focused reporting: Hair & Nail combines the former regional businesses, while ghd is reported as Beauty Tech.

Consolidated results

Three months ended September 30 (Q1 FY2027 versus Q1 FY2026)

Reported quarterly revenue grew 4.1% (4.3% in constant currency); about two-thirds of constant-currency growth came from net pricing, with the remainder from volume and mix. Professional Hair contributed 1.9 percentage points of constant-currency growth, Styling Tools 1.4 points and Retail Hair 1.0 point. Higher volume was partly offset by unfavorable mix. Gross margin eased as cost of sales rose faster than revenue. Higher freight, oil-related costs and unfavorable FX were partly offset by tariff refunds and supply-chain savings. SG&A rose in dollars but declined to 54.8% of revenue from 56.0%, reflecting operating leverage and cost optimization. Lower restructuring and other expenses helped lift operating income. Net income attributable to RCGL was $12.791M, versus a $4.139M loss.

Fiscal years ended June 30

Revenue grew 9.2% in FY2026, after 3.9% in FY2025; FY2026 constant-currency growth was 5.1%, with favorable FX contributing $108.4M. FY2026 growth was roughly evenly split between volume/mix and pricing. Adjusted EBITDA increased 10.2% in FY2026, following 14.1% growth in FY2025; its margin was 17.8%, 17.6% and 16.0%, respectively. FY2026 operating income included $84.172M of indefinite-lived intangible impairment, compared with $53.086M in FY2025 and $141.038M in FY2024; FY2024 also included $7.800M of goodwill impairment. FY2026 other expenses included a $12.0M litigation-contingency accrual. Net interest expense declined to $151.838M from $177.860M and $203.339M, partly reflecting lower average debt after the March 2025 repayment of a €249.6M PIK loan.

Segment performance

Quarterly Hair & Nail revenue grew 3.3% and segment Adjusted EBITDA 17.2%, with margin improving to 19.3% from 17.0% on fixed-cost leverage. Beauty Tech revenue grew 8.8%, while segment Adjusted EBITDA increased 7.6%; margin edged down to 13.5% from 13.7%, mainly due to FX-related gross-margin pressure. For FY2026, Hair & Nail revenue grew 8.3% (4.6% constant currency), but EBITDA margin declined to 18.9% from 19.3% amid tariff/FX cost pressure and higher advertising. Beauty Tech revenue rose 14.3% (8.4% constant currency); its EBITDA margin expanded to 19.8% from 17.4%, supported by pricing, innovation and gross-margin improvement. Segment Adjusted EBITDA excludes unallocated corporate expenses.

Cash flow, debt and liquidity

Quarterly working-capital movements used $195.4M of cash, including increases in receivables ($101.3M), inventory ($32.8M) and prepaid/other current assets ($25.1M), plus a $35.0M decline in accrued expenses and other current liabilities. Management attributes receivables growth mainly to collection timing and inventory growth to product availability and anticipated demand. FY2026 operating cash flow benefited from improved performance but included $121.7M of cash used by operating assets and liabilities.

Facility B principal outstanding was $2.2808B at September 30, 2026, down from $2.2922B at June 30, 2026. It is secured by a first-priority lien on substantially all assets, has variable-rate dollar, euro and sterling tranches, and matures in February 2029. The revolving facility had no borrowings and $347.5M available; the company was covenant-compliant with a senior secured leverage ratio below the 9.0x maximum. A 1-percentage-point rate change would affect interest cost by approximately $22.8M over 12 months. Substantially concurrent with the offering, Wella expects to refinance the facilities with new term loans and a $500M revolving facility.

Estimates and principal risks

Revenue is generally recognized on delivery; estimates for returns, incentives and promotions affect reported revenue. Related accruals were $192.8M at September 30, 2026, versus $194.6M at June 30, 2026 and $196.5M at June 30, 2025. New-product returns are especially difficult to estimate.

Other intangible assets, excluding goodwill, were $2.542B at June 30, 2026, versus $2.730B at June 30, 2025 and $2.6587B at June 30, 2024. FY2026 impairment of $84.2M comprised Briogeo US ($55.7M), Briogeo International ($13.0M) and OPI ($15.5M); Briogeo US and International were fully impaired. OPI, Polo and Lifestyle remain exposed to further impairment if forecasts weaken. Goodwill tests found fair value above carrying value in FY2026, with valuation cushions of 77.7%–157.7%; weaker growth or higher discount rates could reduce headroom.

Deferred tax assets were $359.6M at June 30, 2026, with a $187.4M valuation allowance. Contractual preferred-share rights allocate income to redeemable non-controlling interests regardless of consolidated results, materially reducing earnings attributable to RCGL. IPO-related RSU compensation includes $39.3M expected to be recognized upon the liquidity event, in addition to potential one-time compensation expense for other awards. The business also faces FX, tariff, demand, innovation, channel, litigation and restructuring risks; approximately $33.7M of additional restructuring costs were expected, principally for the China exit and SG&A Deconstruction.

Business overview and financial trajectory

Wella describes itself as the world’s largest pure-play hair and nail company, operating in more than 100 countries across Professional Hair, Retail Hair, Styling Tools and Nail. Its two segments are Hair & Nail and Beauty Tech, supported by seven core brands, including Wella Professionals, ghd, Clairol, OPI, Wella/Koleston, Sebastian Professional and Nioxin. Wella Professionals ranked #1 globally in salon hair color for six consecutive years and generated more than $1B of FY2026 net revenue; OPI ranked #1 in premium retail nail.

From FY2024 to FY2026, net revenue grew at a 5% constant-currency CAGR, while Adjusted EBITDA grew at a 12% CAGR. Wella reported 23 consecutive quarters of year-over-year constant-currency net revenue growth as of September 30, 2026. Despite the FY2026 return to profitability, the company had recorded net losses in four of the five most recent fiscal years and had approximately $2.281B of debt outstanding under its Senior Facilities Agreement. Q1 FY2027’s negative operating and free cash flow contrasted with FY2026’s positive cash generation.

Brands, channels and growth strategy

The company is pursuing a “Pro + Consumer” strategy, expanding consumer reach while using salon relationships, professional education and product innovation to reinforce its brands. Consumer net invoiced sales rose from approximately 45% of total in FY2023 to 52% in FY2026. E-commerce net revenue grew at double-digit rates over the last three years. E-commerce and marketplace sales were approximately 23% of FY2026 net invoiced sales, up approximately 17% from FY2025 and representing a 17% constant-currency CAGR from FY2023 to FY2026. U.S. Amazon net revenue grew at approximately 25% CAGR over FY2023–FY2026.

Wella Professionals’ net revenue grew at approximately 7% constant-currency CAGR from FY2024 to FY2026, with care lines growing approximately 22%; the brand generated more than $1B of FY2026 net revenue. ghd generated approximately $478M of Styling Tools net revenue in FY2026, with an approximately 8% constant-currency CAGR from FY2024 to FY2026. About 86% of ghd’s FY2026 net invoiced sales came from consumer channels, while it retained relationships with approximately 40,000 salons. Brazil is a growth market: Wella’s net revenue there grew at approximately 21% constant-currency CAGR from FY2024 to FY2026. The company also identifies the U.S., APAC and Europe as opportunities.

Innovation and commercial execution are central to the strategy. New-product net revenue grew at approximately 12% CAGR from FY2023 to FY2026 on a constant-currency basis, and Hair & Nail new-product net revenue at approximately 23%; new-product development reached approximately 7% of FY2026 net revenue, up from 5% in FY2024. Wella invested approximately $300M in R&D over five years and has more than 300 scientists across six global R&D centers. It reports more than 1,200 granted and pending patents; as of June 30, 2026, it also held approximately 10,000 trademark registrations and had approximately 730 issued patents and 520 pending patent applications. Hair & Nail launch time to market fell from approximately 19 months in FY2023 to 13 months in FY2026.

The company’s professional sales and education network includes more than 750 DSO representatives and more than 300 educators. In FY2026, education programs generated over 850,000 stylist interactions across approximately 60,000 salons; Wella added approximately 4,700 strategic salon doors. It reports 97% DSO-serviced salon revenue retention and a 3% FY2026 revenue churn rate. A salon loyalty program is planned for the second half of calendar 2027.

Operations and risk factors

Wella’s three owned Hair & Nail factories—in Germany, Mexico and Thailand—produce approximately 60% of Hair & Nail products; more than 40 third-party partners provide additional capacity. ghd manufacturing is fully outsourced. The distribution network comprises 27 Hair & Nail centers and 11 outsourced Beauty Tech centers; Hair & Nail reports a 97% fill rate. Supply-chain initiatives delivered approximately $150M of cumulative cost savings since FY2022, reduced inventory by 340 basis points as a percentage of net revenue, and generated approximately $100M of inventory-related cash improvements. Diversified sourcing, safety stocks and contingency planning support resilience, but limited-source inputs and commodity, transport and geopolitical volatility remain exposures.

Competition is intense across professional, retail and digital channels, including from well-resourced styling-device rivals. The business depends on sustained brand relevance, innovation, reliable product performance, effective marketing and intellectual-property protection. Revenue is typically slightly higher in the first half of the fiscal year and peaks in Q2; customer restocking, assortment timing, launches and retail calendars can add quarterly variability.

Regulatory and compliance risks span cosmetics safety, claims, labeling, manufacturing, product registration, adverse-event reporting and potential recalls. U.S. oversight includes FDA and FTC requirements and MoCRA; EU, UK and other jurisdictions impose distinct cosmetics and product rules. Nioxin supplements and anti-dandruff products face additional dietary-supplement or OTC-drug requirements. Evolving privacy and cybersecurity laws, including GDPR and U.S. state rules, create compliance, breach, litigation and reputational risks. Environmental, chemical, packaging and sustainability requirements may require product changes, new reporting systems and higher costs; greenwashing allegations or missed commitments could also harm the business.

As of June 30, 2026, Wella had approximately 6,000 full-time and 430 part-time employees across 32 countries; approximately 1,900 employees were covered by collective bargaining agreements. Management believes potential liability from currently pending ordinary-course legal and regulatory proceedings would not be material if decided adversely.

Management and governance

WELA’s leadership combines experience in branded consumer goods, beauty and personal care, luxury, and retail, alongside finance, marketing, legal, compliance, risk-management, and global-market expertise. CEO and director Calvin McDonald joined in April 2026 after leadership roles at Lululemon, Sephora Americas, Sears Canada, and Loblaw. Executive Chair Glenn Murphy also brings experience leading major apparel and retail businesses. CFO and COO Frank Smalla has held both roles since April 2023, following finance leadership at Boston Beer and earlier experience at Kraft and Philip Morris.

Other leadership changes include Krista Kubida’s appointment as Chief Legal Officer in June 2026, bringing legal, compliance, risk-management, and sustainability experience from Capri Holdings; and Yannis Rodocanachi’s appointment as Chief Brand Officer in November 2026, after serving as Chief Marketing Officer and President of the Americas. Chief Revenue Officer Hugo Kunetz and ghd CEO Jeroen Temmerman bring extensive beauty-industry experience. The board includes consumer-sector investors and executives with finance, marketing, human-resources, and audit expertise; Jing Ulrich joined in April 2026 after senior investment-banking roles at JPMorgan Chase.

This experience may support brand-building and international growth, but the section identifies no specific new operating initiatives or quantified expected benefits. It provides no financial results or operating metrics.

Board structure and nomination rights

After the offering, the board is expected to comprise 10 directors in three staggered classes: four Class I, three Class II, and three Class III members. Under an expected stockholders agreement, KKR Stockholders may designate board nominees while they and affiliated KKR funds collectively beneficially own at least 5% of WELA’s outstanding common shares. The filing reports no family relationships among directors and executive officers.

Controlled-company status and governance

After the offering, KKR Stockholders are expected to beneficially own more than 50% of WELA’s voting power, making WELA a “controlled company” under NYSE rules. WELA may therefore exempt itself from requirements for a majority-independent board and fully independent compensation and nominating/governance committees. The board has not yet determined the independence of all directors, and WELA may use one or more exemptions for at least some period. Investors may consequently have fewer governance protections. If WELA later ceases to be controlled but remains NYSE-listed, it must meet the applicable standards within transition periods and may need to add directors.

WELA plans to establish Audit; People, Culture and Compensation; and Governance and Nominating committees. The expected three-member Audit Committee will include two directors determined to be independent and qualified as audit committee financial experts. WELA is relying on IPO transition provisions requiring at least one independent Audit Committee member at listing, a majority within 90 days, and all members within one year. The three members of the compensation committee have been determined independent; independence of the expected Governance and Nominating Committee has not been stated.

Management plans to report regularly to non-executive directors and the committees to support oversight and risk management. The Audit Committee’s responsibilities include financial reporting and internal controls, cybersecurity and data privacy, compliance, and enterprise risks. WELA will adopt codes of conduct and ethics codes for senior financial officers. The prospectus also identifies transactions involving KKR Stockholders, affiliated KKR Funds, and certain directors as related-party matters, with details provided elsewhere.

FY2026 executive compensation

Six named executive officers (NEOs) were covered. Calvin McDonald became CEO on April 2, 2026, succeeding Glenn Murphy, who became Executive Chair. Murphy’s annual base salary fell from $1.1 million as interim CEO to $200,000 as Executive Chair, and he was no longer eligible for the annual incentive program (AIP) in that role. Wella used FW Cook and an 18-company peer group to inform compensation decisions.

The disclosed RSU awards for McDonald, Murphy and Martino totaled $28.750M in grant-date fair value. Their liquidity-event vesting condition was satisfied by the offering. McDonald and Martino each received a $600,000 signing bonus, subject to repayment if terminated for cause or resigning without good reason within 24 months; for Martino, $100,000 was paid in October 2025 and another $200,000 was due if no IPO had occurred by October 2026.

McDonald and Murphy’s AIP amounts were prorated for their periods of service. Smalla’s salary rose from $700,000 effective October 1, 2025, because it was below the peer-group median. The AIP weighted net revenue 50%, Adjusted EBITDA 30%, and unlevered free cash flow 20%; the overall business performance factor was 82%.

Adjusted EBITDA exceeded the $518.7M “significantly below” threshold, below which no AIP bonus would be paid. Discretionary bonuses supplemented formula-based awards: Murphy $294,058; Smalla $493,000; Kunetz $141,305; Rodocanachi $91,260; and Martino $261,810.

Equity awards and potential payouts

Wella shifted in June 2025 to granting long-term incentives solely through its RSU program. McDonald received 567,677 RSUs and Martino 28,383 RSUs; Murphy received another 220,000 RSUs, of which 113,333 vest over four years and 106,667 require the KKR Investor to achieve at least a 2.25x multiple on invested capital after an IPO. McDonald’s RSUs generally vest over four years; Martino’s over three, subject to continued service and a liquidity event.

No NEO RSUs or WINS Investment Program shares vested during FY2026, and Wella grants no stock options. At an assumed June 30, 2026 liquidity event involving a sale of more than 80% of the company and 2.5x KKR Investor MOIC, estimated value vesting was Murphy $23.566286M, McDonald $4.083017M, Smalla $2.793124M, Kunetz $2.484019M, Rodocanachi $2.479358M, and Martino $161,532. McDonald’s estimate gives his June 2026 RSUs 25% time-vesting credit.

Estimated payments for qualifying termination on June 30, 2026 were McDonald $3.750M, Smalla $1.450M, Kunetz $1.570038M, Rodocanachi $1.690M, and Martino $935,000; Murphy was not eligible for severance. Most arrangements generally provide 12 months’ salary continuation, a prorated current-year target bonus and any unpaid prior-year AIP based on actual performance. Estimates exclude accrued salary and generally available benefits.

Benefits, governance and director compensation

U.S.-based NEOs participate in a 401(k) with a 100% match on deferrals up to 6% of eligible compensation. Kunetz participates in Swiss pension plans, including employer credits of 15%–19% of pensionable compensation by age band. Murphy and McDonald participate in the Canada Pension Plan. Executive-specific benefits include a $25,000 annual well-being benefit for eligible U.S.-based executives; Kunetz’s other compensation included $257,401, including $148,739 in Swiss pension contributions and education-related benefits, and Smalla’s included $112,374, including travel, housing and related tax gross-ups. McDonald also has tax-preparation reimbursement up to $15,000 annually and airfare reimbursement up to $100,000 for New York–Vancouver trips during his first 18 months, both tax-grossed up. Kunetz’s Swiss noncompetition covenant may require monthly payments equal to base salary while in effect, subject to conditions.

KKR-employed directors receive no company director compensation. After the offering, Wella plans $100,000 cash and $160,000 RSU annual retainers for non-KKR directors, with additional retainers for the Executive Chair and specified committee chairs. Director RSUs generally require one year of service and a liquidity event; the planned policy accelerates vesting on a change in control.

The company expects to adopt a 2026 Omnibus Incentive Plan and an employee stock purchase plan before the offering. ESPP participants generally may contribute up to 15% of compensation; qualifying purchases are generally priced at 85% of the lower of grant-date or purchase-date fair market value, and Section 423 purchase rights are limited to $25,000 of annual grant-date fair value. Wella also plans a Rule 10D-1/NYSE-compliant clawback policy.

Governance, registration and offering relationships

KKR’s board-designation rights will scale with its ownership: at least 50% ownership gives KKR the right to designate a majority of directors; thresholds of at least 40%, 30%, 20% and 5% provide designation rights for 40%, 30%, 20% and 10% of the board, respectively. Fractional board seats are rounded up.

At ownership of at least 25%, KKR and specified transferees will have approval rights over specified major matters, including change-of-control transactions; acquisitions, divestitures and joint ventures exceeding $100 million; voluntary insolvency proceedings; material changes to the business; debt above $250 million; CEO and board changes; certain equity issuances exceeding 5% to non-strategic financial investors; and certain affiliate transactions. These provisions give KKR substantial ongoing governance influence.

KKR and certain management holders will have registration rights, including unlimited demand registrations for KKR subject to conditions and customary piggyback rights. The company will pay certain registration expenses and provide indemnification. KKR Capital Markets, a KKR affiliate and offering underwriter, will receive underwriting discounts and commissions.

Related-party fees

Monitoring Agreement fees were allocated 75% to KKR Manager and 25% to Coty Manager. Separately, KKR management fees recorded in other expenses, net, were $1.0M for Q1 FY2027 (three months ended September 30, 2026), compared with $1.2M for Q1 FY2026. The Coty Monitoring Agreement terminated in December 2025; Coty transition services ended January 31, 2024.

KKR Capital Markets received no fees or expenses in either reported September quarter. KKR Capstone received no fees or expenses in FY2026 or either reported September quarter.

The KKR Monitoring Agreement will automatically terminate upon the IPO. If specified KKR ownership and board-designation conditions are met, termination can trigger payment of unpaid fees and expenses plus the net present value of future advisory fees. The company expects to fund a termination fee from cash on hand.

Other insider matters and planned policies

The Management Shareholders’ Agreement will terminate at the offering. On August 7, 2026, the company repurchased Preference B and Ordinary Shares from three executives/directors to satisfy their loans and fund associated taxes, for €504,916.45, €403,450.75 and €465,570.45, respectively. On the same date, two other directors repaid loans of $2,034,849 and $52,034.

The company intends to adopt a related-person transaction policy requiring board or committee approval or ratification for reportable related-party transactions exceeding $120,000, with interested directors recused. It also intends to enter into director and officer indemnification agreements and advance eligible defense expenses.

Principal stockholders and IPO ownership

The disclosure presents principal-stockholder ownership before and after the IPO, including scenarios with and without full exercise of the underwriters’ option. KKR-affiliated entities are identified as the greater-than-5% stockholder, with beneficial ownership attributed through affiliated funds and entities. However, the excerpt’s dates, assumed IPO price, share counts, ownership percentages, and related dollar amounts are blank, so it does not allow ownership levels, control, or dilution to be quantified.

WINS Exchange and allocation of value

The shares issued in the WINS Exchange depend on RCGL’s A1 and B preference liquidation preferences and the IPO price. At the assumed IPO price, RCGL’s total equity value is below the aggregate liquidation preference of its B preference shares and vested RSUs exchangeable for B preference shares. The B preference liquidation preference is therefore reduced to the available equity value. No residual value is allocated to RCGL ordinary shares or to RSUs that would vest into ordinary shares; holders of those interests, including named executive officers, receive no Wella common shares or RSUs for them in the exchange.

A $1.00-per-share decrease or increase in the assumed IPO price would change the number of common shares issued, but the disclosed amounts are blank, preventing quantification of that sensitivity. The section is primarily IPO ownership and transaction-structure disclosure and does not provide operating or financial-performance information.

Capital stock

Each common share carries one vote, and directors are elected by plurality. Common stockholders may receive dividends only if declared by the board and legally available, subject to preferred-stock preferences and debt restrictions. In liquidation, common stock ranks behind creditors and any preferred-stock claims. Common shares have no preemptive, subscription, conversion, redemption, or sinking-fund rights.

The board may issue one or more series of preferred stock without further stockholder approval and set each series’ voting, dividend, conversion, redemption, and liquidation terms. An issuance could dilute common voting power, subordinate common dividends or liquidation rights, depress the common-stock price, or deter or delay a change of control. The board may also issue authorized but unissued shares for financing, acquisitions, or employee plans; NYSE rules require stockholder approval for certain issuances representing at least 20% of outstanding voting power or common shares.

Governance and change-of-control provisions

The board will be divided into three classes with staggered three-year terms, so roughly one-third of directors are elected each year. Stockholders cannot use cumulative voting. Special meetings generally may be called only by the board or specified board leaders; advance-notice requirements apply to nominations and proposals; and stockholder action by written consent is generally restricted, including when KKR and affiliated funds hold less than 30% of voting power.

Several provisions depend on KKR Stockholders and affiliated KKR Funds’ ownership. Below the 30% voting-power threshold, director removal is limited to cause and requires a two-thirds vote, and remaining directors generally fill board vacancies and newly created seats. KKR retains rights relating to its board designees, including exclusive rights to fill vacancies arising from a KKR designee’s departure. Below the threshold, amendments to specified charter provisions—including those addressing the classified board, director removal and vacancies, corporate opportunities, interested-stockholder business combinations, written consent, special meetings, exculpation, and supermajority amendments—require a two-thirds vote. Bylaw amendments generally require a majority of outstanding voting power while KKR and its affiliates hold at least 30%, and at least two-thirds below that threshold.

Although the company opts out of Delaware General Corporation Law Section 203, its charter imposes a similar three-year restriction on business combinations with an “interested stockholder,” generally a holder of 15% or more of voting stock, including affiliates and associates, unless specified board-approval or ownership/voting conditions are met. KKR, affiliated funds, certain transferees, and groups involving them are excluded from this definition.

The charter also renounces, to the fullest extent permitted by Delaware law, the company’s interest or expectancy in specified business opportunities presented to KKR and affiliated funds, non-employee directors, and their affiliates, including opportunities in competing or similar businesses, subject to stated exceptions. This could limit the company’s access to opportunities relevant to its business.

Together, the classified board, limits on stockholder action, board control over vacancies, and supermajority requirements may make it harder to replace directors or effect a change of control. The company says these provisions are intended to promote board stability and deter unsolicited acquisitions and proxy tactics; they may also discourage tender offers, delay or prevent changes in management or control, and limit stockholders’ ability to realize a takeover premium.

Liability, litigation, and other provisions

The charter generally eliminates directors’ and officers’ personal monetary liability for fiduciary-duty breaches to the extent Delaware law permits, with exceptions including loyalty breaches, bad faith, knowing or intentional violations of law, improper personal benefits, and certain illegal dividends or repurchases. The bylaws generally require indemnification and advancement of expenses for directors and officers. The company intends to enter into indemnification agreements and may maintain directors’ and officers’ insurance. These protections may limit monetary recovery through stockholder litigation, while indemnification obligations could expose the company to defense, settlement, or damages costs. No material proceeding involving directors, officers, or employees for which indemnification is sought is currently pending.

Specified derivative, fiduciary-duty, Delaware-law, and internal-affairs claims must generally be brought in Delaware state courts; federal district courts are designated for federal securities-law claims, subject to exceptions and enforceability limits. Because federal and state courts have concurrent jurisdiction over Securities Act claims, the forum provision may not prevent multi-jurisdiction litigation or its related costs. Stockholders retain appraisal rights in specified transactions, subject to statutory requirements, with fair value determined by the Delaware Court of Chancery, and may bring derivative actions if statutory conditions are met.

Computershare Trust Company, N.A. will serve as transfer agent and registrar. The company has applied to list its common stock on the NYSE under ticker WELA.

Planned refinancing and commitments

At or around the offering, WELA expects to refinance its existing Senior Facilities Agreement. It plans to use borrowings under the new facilities and part of the offering proceeds to repay the existing facilities in full. The figures below are committed facility sizes, not amounts drawn; the excerpt does not state expected post-refinancing outstanding debt or undrawn revolving capacity, so actual debt and leverage after refinancing cannot be determined.

The revolving facility is intended for general corporate and working-capital purposes, including capital expenditures and acquisitions.

Maturity, amortization and pricing

Facility A and the revolving facility mature 60 months after the first utilization date. Facility A amortizes 1.50% of each loan on October 31, 2028 and October 31, 2029, then 2.50% on October 31, 2030; the remaining balance is due at maturity. Repaid revolving amounts may be redrawn, with any remaining amounts due at maturity.

Initial annual margins on all new facilities are 2.25%, plus the applicable benchmark: EURIBOR for A1, Term SOFR for A2, SONIA for A3, or the applicable currency reference rate for revolving borrowings. Benchmark rates are subject to a zero floor. Beginning six months after first utilization, margins may adjust based on the senior secured leverage ratio:

Default interest adds 1.00% to overdue amounts. The revolver also carries a quarterly commitment fee equal to 30% of the applicable margin on undrawn, uncancelled commitments and an annual fee of 0.125% on issued bank guarantees.

Debt capacity, covenants and lender protections

The agreement permits additional facilities, subject to ranking and leverage or coverage conditions. Its stated incremental basket includes amounts permitted by applicable leverage or fixed-charge-coverage tests, plus the greater of $600M or 100% of Relevant EBITDA. Qualifying refinancing debt may also be incurred. This flexibility provides additional funding capacity but could increase indebtedness and interest costs.

A senior secured leverage covenant is tested semi-annually and sets a maximum ratio of 4.75x. Testing begins for a 12-month measurement period ending on or after the date 12 months after first utilization. Certain covenants may be suspended or cease to apply if senior secured leverage is no more than 1.50x and WELA has at least two investment-grade ratings of Baa3/BBB− or equivalent.

Material subsidiaries and other guarantors are subject to guarantee requirements, including coverage by guarantors representing at least 80% of Group EBITDA, subject to agreed security principles and legal limitations. The agreement also restricts, subject to exceptions, additional indebtedness, security, mergers and asset disposals; voluntary prepayments are permitted subject to minimum amounts.

Specified events—including payment or covenant breaches, cross-defaults, insolvency events, and certain finance-document or intercreditor breaches—may allow lenders to cancel commitments and accelerate amounts. A change of control or sale of substantially all Group assets may also permit cancellation and repayment demands, subject to conditions. Lenders may cancel commitments if lending becomes unlawful.

The section describes financing expected after the offering and refinancing, not historical results; it does not provide actual post-refinancing borrowings, leverage or financing costs.

Shares eligible for future sale

No public market existed before the offering. The company cautions that actual or perceived sales of substantial amounts of shares after the offering could pressure the stock price and impair its ability to raise equity capital.

IPO shares are generally freely tradable, except shares held by affiliates, which remain subject to resale restrictions. The post-offering share count described excludes the WOW Issuance and assumes the WINS Exchange and IPO Equity Grants vesting; the number of WINS Exchange shares may vary with the IPO price.

Lock-up and resale restrictions

The company, directors, executive officers, and substantially all stockholders are expected to agree, subject to exceptions and underwriter-representative consent, not to sell, transfer, or hedge shares or convertible securities for 180 days after the prospectus date. The lock-up also covers shares issued through the WINS Exchange and WOW Issuance.

After the company has been a reporting company for 90 days, qualifying non-affiliates may generally resell restricted shares after six months, subject to public-information requirements; after one year, they may generally sell without Rule 144 requirements. Affiliates who meet the six-month holding period may sell after the lock-up expires, beginning 90 days after the prospectus, subject to Rule 144’s three-month volume limit—the greater of 1% of shares outstanding or average weekly trading volume over the preceding four weeks—as well as manner-of-sale, notice, and public-information requirements.

Some executive officers, directors, and employees are expected to have satisfied the one-year holding period for certain WINS Exchange shares by the offering. Those shares could therefore be eligible for Rule 144 resale at or after the offering, but remain subject to the lock-up and, for affiliates, Rule 144 restrictions. The company cannot estimate how many shares holders will sell.

Registration and potential market supply

The company intends to register shares under Form S-8 for its 2026 Omnibus Incentive Plan and ESPP, and says WOW Issuance shares and future equity awards will also be registered. S-8-registered shares generally become available for sale upon registration, subject to applicable restrictions. Some holders also have registration rights; an effective registration statement could make covered shares freely tradable, although affiliate and Rule 144 restrictions may still apply.

U.S. Federal Income Tax Consequences for Non-U.S. Holders

This summary covers U.S. federal income tax consequences for non-U.S. holders of WELA common stock held as a capital asset. It is not a complete tax analysis and does not address, among other matters, state, local, foreign, estate, gift, or net investment income taxes. It reflects law as of the filing date, which may change, potentially retroactively. Holders with special tax circumstances, and holders investing through partnerships, should consult their tax advisers.

Dividends

Distributions are treated as dividends to the extent of WELA’s current or accumulated earnings and profits. Any excess is generally a return of capital that reduces the holder’s tax basis; amounts exceeding basis are generally treated as capital gain.

Dividends paid to non-U.S. holders generally are subject to 30% U.S. withholding tax, unless a lower treaty rate applies. Treaty benefits require appropriate IRS forms or intermediary certifications; a holder may seek a refund from the IRS for excess withholding. Dividends that are effectively connected with a U.S. trade or business are generally taxed on a net-income basis, subject to required certifications. A foreign corporation receiving effectively connected income may also be subject to a 30% branch profits tax, potentially reduced by treaty.

Sale or other disposition of shares

Gain on a sale or other disposition generally is not subject to U.S. federal income tax unless:

• The gain is effectively connected with the holder’s conduct of a U.S. trade or business;
• A non-U.S. individual is present in the United States for at least 183 days during the taxable year and other conditions are met; or
• WELA is or has been a U.S. real property holding corporation (USRPHC), and applicable conditions are met.

Effectively connected gains generally are taxed on a net-income basis; a foreign corporation may also owe the branch profits tax. For an individual meeting the 183-day test, gain generally is taxed at 30%, or a lower treaty rate, and may be offset by U.S.-source capital losses.

WELA believes it is not, and does not anticipate becoming, a USRPHC. The statutory test generally compares the fair market value of U.S. real property interests with the combined fair market value of worldwide real property interests and other assets used in a trade or business.

Reporting, backup withholding, and FATCA

Distributions and related withholding generally are reported to the IRS and may be shared with the holder’s country of residence under an applicable tax treaty. Backup withholding on distributions or certain U.S.-related sale proceeds generally may be avoided through valid certification of non-U.S. status or another exemption. Any backup withholding is creditable or refundable if the required information is provided.

FATCA may impose 30% withholding on dividends paid to foreign financial institutions or non-financial foreign entities that do not satisfy applicable documentation, compliance, or beneficial-owner disclosure requirements. FATCA withholding may be credited against regular dividend withholding. Although FATCA withholding had applied to gross sale proceeds, proposed regulations eliminate withholding on those proceeds; taxpayers may rely on the proposed regulations pending final regulations.

Underwriting, conflicts and trading

Goldman Sachs and BofA Securities are representatives of the underwriters, which agreed severally, rather than jointly, to purchase shares in the offering. The underwriters have a 30-day option to purchase additional shares. If an underwriter defaults, the other underwriters’ commitments may increase or the offering may be terminated. WELA will pay offering expenses, subject to specified reimbursements, and has agreed to indemnify the underwriters for certain liabilities, including Securities Act liabilities, or contribute to related payments.

KKR Funds beneficially own more than 10% of WELA’s outstanding common stock, and KKR Capital Markets LLC, an affiliate of KKR’s parent, is an underwriter. This creates a conflict under Rule 5121. Goldman Sachs will serve as qualified independent underwriter, conduct customary due diligence and receive no additional compensation for that role; WELA separately agreed to indemnify Goldman Sachs for liabilities arising from it. KKR Capital Markets may not confirm sales to accounts over which it has discretionary authority without the account holder’s specific written approval. A KKR affiliate is also a lender under WELA’s syndicated Facility B and is expected to receive principal, interest and related fees when WELA repays its borrowings.

WELA, its executive officers and directors, and substantially all existing stockholders agreed to a 180-day lock-up, subject to limited exceptions and consent. It covers common stock and securities convertible into or otherwise linked to it, including shares received in the WINS Exchange and WOW Issuance.

No public market existed before the IPO, and the offering price will be negotiated based on factors including WELA’s and its industry’s prospects, expected earnings, comparable-company trading and market conditions. The underwriters may engage in stabilization, short-sale covering and other transactions that could temporarily support or maintain the share price, but are not obligated to do so. Naked short positions must be covered through open-market purchases. WELA applied to list its common stock on the NYSE under ticker WELA.

Underwriters and their affiliates may have other ordinary-course investment-banking, commercial, lending, trading or research relationships with WELA or its affiliates, and may hold or recommend long or short positions in WELA securities or related instruments.

Distribution and resale restrictions

The offering is subject to jurisdiction-specific securities restrictions. Sales are limited to specified investor categories or exemptions in the EEA, UK, Switzerland, the Dubai International Financial Centre, Australia, Hong Kong, Japan and Singapore. Australian exempt-investor shares generally face a 12-month on-sale restriction; public offering and listing in Switzerland are prohibited; and DIFC purchasers are cautioned that shares may be illiquid and resale-restricted. In Singapore, shares acquired under specified exemptions by qualifying investment-holding corporations or trusts generally face a six-month transfer restriction, subject to exceptions.

In Canada, sales are limited to purchasers acquiring as principal who qualify as accredited investors and permitted clients. Resales must use a prospectus exemption or otherwise comply with prospectus requirements; provincial and territorial securities laws may provide rescission or damages remedies for prospectus misrepresentations, subject to applicable deadlines. Under NI 33-105, the underwriters are not required to provide the prescribed conflicts-of-interest disclosure for this offering.

WELA’s common-stock validity in the offering will be passed upon by Simpson Thacher & Bartlett LLP. Latham & Watkins LLP will handle certain legal matters for the underwriters.

Deloitte & Touche LLP audited The Wella Company (formerly Rainbow TopCo Inc.) financial statements as of June 30, 2026 and 2025. Deloitte & Touche LLP also audited Rainbow Capital Group Limited’s financial statements as of June 30, 2026 and 2025, and for each of the two years ended June 30, 2026; Deloitte SA audited Rainbow Capital Group Limited’s financial statements for the period ended June 30, 2024. The excerpt reports no financial results, business developments, or audit qualifications.

Change in Independent Registered Public Accounting Firm

Deloitte SA was notified on November 12, 2024, that it would be dismissed as auditor of Rainbow Midco Limited. The dismissal took effect after Deloitte SA completed its review of the quarter ended September 30, 2024, on December 20, 2024. Deloitte & Touche LLP was appointed auditor of Rainbow Midco for the fiscal year ended June 30, 2025; its engagement procedures were completed on January 29, 2025.

On April 8, 2026, Deloitte SA was engaged to audit Rainbow Capital Group Limited’s financial statements for the fiscal year ended June 30, 2024. The audit was completed in 2026, and Deloitte SA became Rainbow Capital Group’s predecessor auditor. Deloitte & Touche LLP was also engaged on April 8, 2026, to audit Rainbow Capital Group’s financial statements for the fiscal year ended June 30, 2025.

Deloitte SA’s audit opinion on the fiscal 2024 financial statements was unmodified, with no adverse or disclaimer opinion and no qualification or modification relating to uncertainty, scope, or accounting principles. The company reported no disagreements with Deloitte SA for fiscal 2024 or fiscal 2023.

Management identified two material weaknesses in internal control over financial reporting for fiscal 2024: income tax accounting and reporting—including valuation of deferred tax assets, uncertain tax positions, and tax effects of non-routine transactions—and evaluation and reporting of foreign-currency translation effects on corporate-level goodwill and intangible assets acquired in transactions. The board discussed these matters with Deloitte SA, which was authorized to respond to inquiries from Deloitte & Touche LLP.

Through January 29, 2025, the company had not consulted Deloitte & Touche LLP regarding specified accounting applications, possible audit opinions, disagreements, or reportable events.

After the offering, WELA expects to become subject to the Exchange Act’s reporting requirements and to file annual, quarterly, and current reports, proxy statements, and other information with the SEC. It intends to provide common stockholders with annual reports containing consolidated financial statements audited by an independent registered public accounting firm. This section does not discuss financial results, business developments, or material risks.

Wella Company (formerly Rainbow TopCo Inc.)

Wella is a Delaware holding company formed May 19, 2025. It has conducted no business or other activities beyond its formation, so standalone statements of operations, changes in equity, and cash flows are not presented.

Wella has 10 common shares issued and outstanding, all held by KKR Rainbow Aggregator, L.P. A reorganization is anticipated under which Wella will become the parent of Rainbow Capital Group Limited and continue the business conducted by Rainbow Capital Group and its subsidiaries. The section’s index refers to separate Rainbow Capital Group quarterly and audited financial statements but does not include their operating or consolidated financial figures.

Wella reports no current or known threatened legal proceedings. Subsequent events were evaluated through November 13, 2026, the date the financial statements were issued.

Financial position

The balance sheet reflects a formation-stage holding company, not the operating group’s consolidated financial position.

Entity, scope and capitalization

The Wella Company, formerly Rainbow TopCo, Inc., was organized on May 19, 2025. It had conducted no business or other activities apart from its formation; accordingly, it presented no statements of operations, changes in equity or cash flows. A reorganization was anticipated under which Wella would become the parent of Rainbow Capital Group Limited and continue that group’s existing business.

Wella had 1,000 authorized common shares, with a par value of $0.01 per share. Ten shares were issued and outstanding at both June 30, 2026 and June 30, 2025; all were held by KKR Rainbow Aggregator, L.P.

Audit, legal matters and subsequent events

Deloitte & Touche LLP, the company’s auditor since 2026, issued an unqualified opinion that the financial statements fairly present the company’s financial position in accordance with U.S. GAAP. The auditor identified no critical audit matters. The company was not required to obtain, and the auditor was not engaged to perform, an audit of internal control over financial reporting; the auditor expressed no opinion on control effectiveness.

The company disclosed no current or known threatened legal proceedings. Subsequent events were evaluated through August 31, 2026, the financial statements’ issuance date; no specific subsequent event was disclosed.

Business and operating performance

Wella operates 13 professional and consumer beauty brands in more than 100 countries. Its product-focused segments are Hair & Nail and Beauty Tech (ghd). Quarterly growth was concentrated in the Americas; for FY2026, EMEA & APAC was the larger region.

Consolidated results

Three months ended September 30 (Q1 FY2027 vs. Q1 FY2026, $M)

Revenue rose 4.1%; lower restructuring costs helped operating income increase 39.0%. Net income attributable to the company remained a small share of consolidated earnings because redeemable non-controlling interests received $15.062M (prior-year $14.174M), and other non-controlling interests received $4.286M (prior-year loss of $1.376M). Higher working-capital outflows, including receivables of $101.276M (prior $52.970M) and inventory of $32.841M (prior $31.605M), contributed to operating cash outflow. Cash, cash equivalents and restricted cash fell $130.037M, from $324.107M to $194.070M.

Fiscal years ended June 30 ($M)

FY2026 revenue grew 9.2%. Of consolidated net income, $58.7M was attributable to redeemable non-controlling interests; income attributable to Rainbow Capital Group was $2.7M, versus a $44.6M loss in FY2025.

Segments and revenue categories

Three months ended September 30 ($M)

FY2026 vs. FY2025 ($M)

Beauty Tech revenue includes intersegment sales eliminated from consolidated revenue. Segment Adjusted EBITDA, the CODM’s primary performance measure, excludes items including corporate costs, interest, depreciation and amortization, restructuring and certain other items. Total segment Adjusted EBITDA was $136.511M vs. $117.641M in the quarter and $558.668M vs. $512.335M for FY2026/FY2025.

Balance sheet and funding

Other intangible assets at September 30 included $2,106.982M of indefinite-lived trademarks, $361.159M of customer relationships and $50.435M of technology. Total equity less goodwill and other intangibles implies deeply negative tangible equity. At June 30, 2026, mezzanine equity included $2.353B redeemable preferred stock and $808.428M redeemable non-controlling interest; preferred balances accrete toward redemption value. Preferred stock carries cumulative annual dividends of 6% for Series A1 and 8% for Series B, compounded and payable on redemption.

Term-loan principal was $2.280826B at September 30, 2026, due in full in February 2029; the balance-sheet amount is net of issuance costs. The $347.5M-capacity revolver, maturing August 2028, was undrawn. The company reported compliance with its debt covenants. In Q1 FY2027 no interest-rate swaps remained outstanding after swaps matured, leaving variable-rate debt exposure without that hedge. Coty sold its 25.8% direct stake in December 2025; KKR-affiliated ownership remained controlling.

Significant risks and developments

FY2026 trademark impairment was $84.172M, compared with $53.086M in FY2025 and $148.838M in FY2024. FY2026 charges included Briogeo U.S. and international trademarks and OPI; valuation of indefinite-lived trademarks was identified as a critical audit matter. No goodwill impairment was recorded in FY2026 or FY2025. Inventory write-downs were $24.7M in FY2026, versus $22.4M in FY2025. The SG&A Deconstruction initiative is estimated at $60.0M, with $26.8M incurred by June 2026; the China hair-products exit is expected to finish in FY2027.

Q1 FY2027 income tax expense was $15.5M vs. $11.1M, while the effective rate declined to 32.6% from 56.2%. At June 30, 2026, unrecognized tax benefits were $96.819M; deferred tax assets remained subject to material valuation allowances, including full allowances on UK interest carryforwards and China deferred tax assets. FY2026 net cash taxes paid were $38.301M.

The company accrued $40.0M for potential digital-content IP claims, although no litigation had been filed; it recognized $28.0M of probable insurance recovery. One customer represented approximately 11% of receivables at September 30, 2026. In Q1 FY2027, foreign-currency translation contributed a $13.031M loss and total other comprehensive loss was $12.631M. At June 30, 2026, pension plans had a $56.354M funded deficit, concentrated mainly in Germany and Switzerland.

Schedule II — Valuation Allowance

The valuation allowance covers credit and operating loss carryforwards and other net deferred tax assets. It increased substantially in FY2024 and FY2025, then declined in FY2026.