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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒			Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended February 31, ~~2024~~2025


☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 1-32349

SIGNET JEWELERS LIMITED


(Exact name of Registrant as specified in its charter)



Bermuda						Not Applicable
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

Clarendon House

2 Church Street

Hamilton HM11

Bermuda

(Address of principal executive offices)

Registrant’s telephone number, including area code: (441) 296 5872

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on which Registered

Common Shares of $0.18 each

SIG

The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting common shares held by non-affiliates of the Registrant (based upon the closing sales price quoted on the New York Stock Exchange) as of ~~July~~August 293, ~~2023~~2024 was $3,~~430~~354,~~328~~734,~~554~~344.

Number of common shares outstanding on March 1514, ~~2024~~2025: 4442,~~503~~895,~~286~~787.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s proxy statement for its ~~2024~~2025 annual meeting of shareholders which will be filed with the Securities and Exchange Commission within 120 days after February 31, ~~2024~~2025 are incorporated by reference into Part III.

Table of Contents

SIGNET JEWELERS LIMITED

FISCAL ~~2024~~2025 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

PAGE

FORWARD-LOOKING STATEMENTS

PART I

ITEM 1.

BUSINESS

ITEM 1A.

RISK FACTORS

1817

ITEM 1B.

UNRESOLVED STAFF COMMENTS

3231

ITEM 1C.

CYBERSECURITY

3231

ITEM 2.

PROPERTIES

3433

ITEM 3.

LEGAL PROCEEDINGS

3534

ITEM 4.

MINE SAFETY DISCLOSURES

3534

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

3635

ITEM 6.

[RESERVED]

3736

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

3837

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

5753

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

5956

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~105~~101

ITEM 9A.

CONTROLS AND PROCEDURES

~~105~~101

ITEM 9B.

OTHER INFORMATION

~~105~~101

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~105~~102

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~106~~103

ITEM 11.

EXECUTIVE COMPENSATION

~~106~~103

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~106~~103

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~106~~103

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~106~~103

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

~~107~~104

ITEM 16.

FORM 10-K SUMMARY

~~110~~107

Table of Contents

REFERENCES

Unless the context otherwise requires, references to “Signet”, the “Company”, “we”, “us”, or “our” refer to Signet Jewelers Limited and its consolidated subsidiaries. References to the “Parent Company” are to Signet Jewelers Limited.

The Company has previously used the references “brand(s)” and “banner(s)” interchangeably. Any references to “banner(s)” within previous filings with the US Securities and Exchange Commission should be considered equivalent to “brand(s)”.

PRESENTATION OF FINANCIAL INFORMATION

All references to “dollars,” “US dollars” and “$” are to the lawful currency of the United States of America (“US”). Signet prepares its financial statements in US dollars. All references to “British pound(s),” “pounds,” and “£” are to the lawful currency of the United Kingdom (“UK”). All references to “Canadian dollar” or “C$” are to the lawful currency of Canada.

Percentages in tables have been rounded and accordingly may not add up to 100%. Certain financial data may have been rounded. As a result of such rounding, the totals of data presented in this document may vary slightly from the actual arithmetical totals of such data.

Throughout this Annual Report on Form 10-K, financial data has been prepared in accordance with accounting principles generally accepted in the US (“GAAP”). However, Signet provides certain additional non-GAAP measures in order to provide increased insight into the underlying or relative performance of the business. An explanation of each non-GAAP measure used can be found in Item 7.

Fiscal year, fourth quarter and Holiday Season

Signet’s fiscal year ends on the Saturday nearest to January 31. As used herein, “Fiscal ~~2025~~2026”, “Fiscal ~~2024~~2025”, “Fiscal ~~2023~~2024”, and “Fiscal ~~2022~~2023” refer to the 52-week period ending ~~February~~January 31, 2026, the 52-week period ended February 1, 2025, the 53-week period ended February 3, 2024, and the 52-week ~~periods~~period ended January 28, 2023, ~~and January 29, 2022~~respectively. Fourth quarter references relate to the 1413 weeks ended February 31, ~~2024~~2025 (“fourth quarter”) and the 1314 weeks ended ~~January~~February 283, ~~2023~~2024 (“prior year fourth quarter”).

As used herein, the “Holiday Season” consists of results for the months of November and December.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon management's beliefs and expectations as well as on assumptions made by and data currently available to management, appear in a number of places throughout this document and include statements regarding, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. The use of the words "guidance," "expects," "continue," "intends," "anticipates," "enhance," "estimates," "predicts," "believes," "should," "potential," "may," "preliminary," "forecast," "objective," "opportunity," "plan," "strategy," or "target," and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties which could cause the actual results to not be realized, including, but not limited to: ~~difficulty or delay in~~ executing or ~~integrating~~optimizing ~~an acquisition, including Diamonds Direct and Blue Nile; executing other~~ major business or strategic initiatives, such as expansion of the services business or realizing the benefits of our restructuring plans or transformation strategies, including those that the Company may develop in the future; difficulty or delay in executing or integrating an acquisition; the impact of the ~~Israel-Hamas~~conflicts ~~conflict~~in the Middle East on ~~our~~the operations of our quality control and technology centers in Israel; the negative impacts that public health crisis, disease outbreak, epidemic or pandemic has had, and could have in the future, on our business, financial condition, profitability and cash flows,; ~~including without limitation~~ risks relating to shifts in consumer spending away from the jewelry category, ~~trends~~or ~~toward~~away ~~more~~from ~~experiential purchases such as travel, disruptions in~~ the ~~dating~~cultural ~~cycle~~customs ~~caused~~of byexpressing ~~the~~commitments ~~COVID-19~~through ~~pandemic and the pace at which such impacts on~~ engagements ~~are expected to recover,~~ and ~~the~~weddings; ~~impacts~~trends oftoward ~~the~~more ~~expiration~~experiential ofpurchases ~~government~~such ~~stimulus~~as ~~on overall consumer spending (including the recent expiration of student loan relief)~~travel; general economic or market conditions, including impacts of inflation or other pricing environment factors on our commodity costs (including diamonds) or other operating costs; a prolonged slowdown in the growth of the jewelry market or a recession in the overall economy; financial market risks; a decline in consumer discretionary spending or deterioration in consumer financial position; disruptions in our supply chain; our ability to attract and retain labor; ~~our ability to optimize our transformation strategies;~~ changes to regulations relating to customer credit; disruption in the availability of credit for customers and customer inability to meet credit payment obligations, which has occurred and may continue to deteriorate; our ability to achieve the benefits related to the outsourcing of the credit portfolio, including due to technology disruptions and/or disruptions arising from changes to or termination of the relevant outsourcing agreements, as well as a potential increase in credit costs due to the current interest rate environment; deterioration in the performance of individual businesses or of our market value relative to its book value, resulting in further impairments of long-lived assets or intangible assets or other adverse financial consequences; the volatility of our stock price; the impact of financial covenants, credit ratings or interest volatility on our ability to borrow; our ability to maintain adequate levels of liquidity for our cash needs, including debt obligations, payment of dividends, planned share repurchases (including execution of accelerated share repurchases and the payment of related excise taxes) and capital expenditures as well as the ability of our customers, suppliers and lenders to access sources of liquidity to provide for their own cash needs; potential regulatory changes; future legislative and regulatory requirements in the US and globally relating to climate change, including any new climate related disclosure or compliance requirements, such as those recently issued in the state of California ~~or adopted by the SEC~~; exchange rate fluctuations; the cost, availability of and demand for diamonds, gold and other precious metals, including any impact on the global market supply of diamonds due to the ongoing ~~Russia-Ukraine~~conflicts ~~conflict~~in orthe ~~related~~Middle ~~sanctions;~~East, ~~stakeholder reactions to disclosure regarding~~ the ~~source~~potential ~~and~~sale ~~use of certain minerals; scrutiny~~ or ~~detention~~divestiture of ~~goods~~the ~~produced~~De inBeers ~~certain~~Diamond ~~territories~~Company ~~resulting~~and ~~from~~its ~~trade~~diamond ~~restrictions;~~mining ~~seasonality~~operations ofby ~~our~~parent ~~business;~~company ~~the~~Anglo-American ~~merchandising~~plc, ~~pricing~~ and ~~inventory~~the ~~policies~~ongoing ~~followed~~Russia-Ukraine byconflict usor ~~and~~related ~~our ability to manage inventory levels~~sanctions; ~~our~~stakeholder ~~relationships~~reactions ~~with~~to ~~suppliers~~disclosure ~~including~~regarding the ~~ability~~source toand ~~continue~~use toof ~~utilize~~certain ~~extended~~minerals; ~~payment~~scrutiny ~~terms~~or ~~and~~detention ~~the~~of ~~ability~~goods toproduced ~~obtain~~in ~~merchandise~~certain

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territories resulting from trade restrictions; seasonality of our business; the merchandising, pricing and inventory policies followed by us and our ability to manage inventory levels; our relationships with suppliers including the ability to continue to utilize extended payment terms and the ability to obtain merchandise that customers wish to purchase; the failure to adequately address the impact of existing tariffs and/or the imposition of additional duties, tariffs, taxes and other charges or other barriers to trade or impacts from trade relations; the level of competition and promotional activity in the jewelry sector; our ability to optimize our multi-year strategy to gain market share, expand and improve existing services, innovate and achieve sustainable, long-term growth; the maintenance and continued innovation of our OmniChannel retailing and ability to increase digital sales, as well as management of digital marketing costs; ~~changes in consumer attitudes regarding jewelry and~~ failure to anticipate and keep pace with changing fashion trends; changes in the costs, retail prices, supply and consumer acceptance of, and demand for gem quality lab-grown ~~created~~ diamonds and adequate identification of the use of substitute products in our jewelry; ability to execute successful marketing programs and manage social media; the ability to optimize our real estate footprint, including operating in attractive trade areas and accounting for changes in consumer traffic in mall locations; the performance of and ability to recruit, train, motivate and retain qualified team members - particularly store associates in regions experiencing low unemployment rates and key executive talent during periods of leadership transition, such as our recent appointment of a new Chief Executive Officer; management of social, ethical and environmental risks; ability to deliver on our corporate sustainability goals or our environmental, social and governance goals; the reputation of Signet and its ~~banners~~brands; inadequacy in and disruptions to internal controls and systems, including related to the migration to new information technology systems which impact financial reporting; risks associated with the Company’s use of artificial intelligence; security breaches and other disruptions to our or our third-party providers’ information technology infrastructure and databases; an adverse development in legal or regulatory proceedings or tax matters, including any new claims or litigation brought by employees, suppliers, consumers or shareholders, regulatory initiatives or investigations, and ongoing compliance with regulations and any consent orders or other legal or regulatory decisions; failure to comply with labor regulations; collective bargaining activity; changes in corporate taxation rates, laws, rules or practices in the US and other jurisdictions in which our subsidiaries are incorporated, including developments related to the tax treatment of companies engaged in ~~Internet~~internet commerce or deductions associated with payments to foreign related parties that are subject to a low effective tax rate; risks related to international laws and Signet being a Bermuda corporation; risks relating to the outcome of pending litigation; our ability to protect our intellectual property or assets including cash which could be affected by failure of a financial institution or conditions affecting the banking system and financial markets as a whole; changes in assumptions used in making accounting estimates relating to items such as extended service plans or asset impairments; or the impact of weather-related incidents, natural disasters, organized crime or theft, increased security costs, strikes, protests, riots or terrorism, or acts of war (including the ongoing Russia-Ukraine and ~~Israel-Hamas~~ conflicts), orin ~~another~~the ~~public~~Middle ~~health crisis or disease outbreak, epidemic or pandemic on our business~~East).

For a discussion of these and other risks and uncertainties which could cause actual results to differ materially from those expressed in any forward-looking statement, see the “Risk Factors” section in Item 1A of this Annual Report on Form 10-K. Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

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PART I

ITEM 1. BUSINESS

PURPOSE & STRATEGY

Signet ~~Jewelers Limited~~’s ~~(“Signet”, the “Company”, “we”, “us”, or “our”)~~ Purpose is Inspiring Love, ~~and~~with ~~its~~the mission is to enable ~~all~~individuals ~~people~~ to “Celebrate Life and Express Love.” The Company’'s new vision, isannounced toin beFiscal ~~the~~2026, ~~world’s~~is ~~premier~~to ~~jeweler~~“Create byan ~~engaging~~influential ~~customers~~community ~~with~~of ~~superior~~distinct ~~expertise~~jewelry brands, ~~shopping~~designs, and ~~ownership~~ experiences, ~~connecting~~for ~~with~~every ~~them~~significant ~~seamlessly across channels~~milestone, ~~and~~every ~~earning~~special ~~their~~moment, ~~trust~~every ~~while~~expression ~~providing~~of ~~value~~self, ~~products,~~every ~~and~~kind ~~services~~of tolove, ~~meet~~every ~~their lifetime jewelry needs and desires~~day.” Signet aims to belead ~~the~~ innovation and market share ~~leader~~in of the jewelry category, ~~with~~expanding ~~opportunity~~its ~~for additional~~ market ~~share~~presence ~~expansion~~ and achieving profitable growth asby ~~the~~fostering ~~Company~~brand ~~leverages~~loyalty ~~its~~through ~~flexible~~emotional ~~operating model~~ and ~~core~~engaging ~~strengths~~customer connections while ~~investing~~fully toleveraging ~~widen~~scale ~~its competitive advantages~~benefits.

~~In Fiscal 2021,~~ Signet ~~successfully~~introduced ~~completed~~the aGrow ~~three-year~~Brand ~~transformation~~Love ~~plan~~strategy ~~called~~in ~~Path~~Fiscal to2026. ~~Brilliance,~~This ~~which~~transformative ~~was~~approach ~~designed~~focuses toon ~~position~~accelerating ~~the Company for reliable, sustainable long-term~~ growth. ~~Having~~and ~~exceeded~~builds ~~its~~on ~~overall Path to Brilliance goals,~~ the Company’s ~~launched~~strong ~~its~~core ~~next~~foundation ~~phase~~to ofcreate ~~growth~~shareholder -value. ~~Inspiring~~Grow ~~Brilliance~~Brand -Love inemphasizes ~~Fiscal~~style ~~2022~~ and ~~continued~~product ininnovation, ~~Fiscal~~captivating ~~2023~~experiences, and ~~Fiscal~~brand ~~2024,~~loyalty ~~focused~~while onharnessing ~~four~~centralized ~~“Where-to-Play”~~core ~~strategies:~~capabilities. ~~Win~~This instrategic ~~Big~~framework ~~Businesses;~~revolves ~~Expand~~around ~~Accessible~~three ~~Luxury~~imperatives: ~~and~~Shifting ~~Value;~~from ~~Accelerate~~Banners ~~Services;~~to ~~and~~Brand ~~Lead~~Mindset; ~~Digital~~Growing ~~Commerce.~~our ~~The~~Core ~~Company's~~Business ~~priorities~~and ~~are~~Expanding to ~~grow~~Adjacent ~~market~~Categories; ~~share, deliver an annual double-digit non-GAAP operating margin,~~ and ~~allocate~~Organizational ~~capital~~Realignment ~~with~~to aAccelerate ~~disciplined,~~Strategy ~~strategic~~Execution. ~~approach~~Grow ~~that~~Brand ~~invests~~Love inpositions ~~the~~Signet ~~business~~for ~~while~~balanced ~~also returning cash to shareholders~~ and ~~driving~~sustainable ~~annual~~organic ~~revenues~~growth ~~toward a mid-term goal of $9 billion~~ to ~~$10~~drive ~~billion~~shareholder value.

~~Inspiring~~Below ~~Brilliance~~is a summary of the goals within each of the three strategic imperatives under Grow Brand Love:

AsShifting ~~described~~from ~~above,~~Banners to Brand Mindset aims to leverage the ~~foundations~~strong ofbrand ~~Inspiring~~recognition ~~Brilliance~~of ~~are~~Signet’s ~~focused~~businesses, focusing on ~~four~~experiences, ~~“Where-~~designs, and collaborations to~~-Play”~~ ~~strategies:~~drive ~~Win~~emotional inconnections ~~Big~~rather ~~Businesses;~~than ~~Expand~~primarily ~~Accessible~~relying ~~Luxury~~on ~~and~~promotion. ~~Value;~~Merchandising ~~Accelerate~~will ~~Services;~~use ~~and~~in-house ~~Lead~~design, ~~Digital~~trend ~~Commerce.~~capabilities, ~~Below~~and isstrategic ~~the~~vendors ~~summary~~to ofdifferentiate ~~the~~by ~~goals~~brand ~~within~~and ~~these~~increase ~~strategies,~~speed-to-market. asThis ~~well~~strategy asemphasizes ~~progress~~style and ~~accomplishments~~innovation ~~toward~~through ~~those~~our ~~goals~~Brand ~~during~~ambassadors, ~~Fiscal~~supported ~~2024~~by industry voices, designers and the creator community.

~~•Win~~Aligned inwith ~~Big~~our ~~Businesses:~~go-to-market ~~Signet~~strategies, iswe ~~investing~~will increate ~~and~~a ~~keeping~~captivating ~~its largest businesses healthy~~ and ~~growing~~modern byshopping ~~differentiating~~experience ~~and~~for ~~positioning~~our ~~Signet banners with the~~ customers. ~~they~~The ~~serve~~focus ~~best and by leading innovation that~~ will ~~help~~be ~~ensure~~on ~~they~~reflecting ~~win.~~each ~~Leveraging~~Brand ~~disciplined~~identity ~~market~~through ~~segmentation~~new -store ~~by demographics~~designs, ~~shopping~~product ~~behaviors~~innovation, ~~customer journey (e.g., bridal), channel~~ and ~~price~~leveraging ~~tiers~~eCommerce -for ~~Signet~~storytelling isof ~~leveraging~~style ~~its~~introductions. ~~banner portfolio~~Additionally, ~~now~~we ~~covering~~will anrealign ~~estimated~~our ~~80%~~real ofestate ~~jewelry~~footprint ~~customers,~~ to ~~attract~~support ~~new~~each ~~and~~Brand ~~loyal~~proposition ~~customers.~~and ~~Signet’s~~modernize USstores ~~market~~through ~~share~~capital ~~was 9~~improvements.0% asOur ofreal ~~Fiscal~~estate ~~2024,~~strategy upincludes ~~from~~refreshing ~~6.5%~~existing instores, ~~Fiscal~~closing ~~2020.~~underperforming ~~Given the highly fragmented jewelry market landscape~~locations, wemaximizing ~~believe~~transference ~~Signet~~and ~~has~~repositioning ~~significant~~from ~~potential~~declining venues to ~~further~~off-mall ~~expand market share~~sites.

~~•Expand~~Growing ~~Accessible~~our ~~Luxury~~Core Business and ~~Value:~~Expanding ~~The~~to ~~Company~~Adjacent isCategories ~~expanding~~focuses ~~the mid-market segment of the jewelry category by stretching the top of the mid-tier with greater focus~~ on ~~tiering~~increasing upmarket ~~into~~share ~~accessible~~in ~~luxury~~core ~~and~~areas ~~the~~such ~~lower~~as ~~mid-tier with value offerings. In addition~~Bridal, ~~the~~where ~~Company~~Signet ~~acquired~~currently ~~Diamonds~~holds ~~Direct, an accessible luxury banner with~~ a ~~highly~~leading ~~productive~~market ~~operating~~share ~~model,~~position in the ~~fourth~~US, ~~quarter~~while ofexpanding ~~Fiscal~~into ~~2022.~~categories ~~During~~like ~~Fiscal~~self-purchase ~~2023,~~and ~~the~~gifting. ~~Company~~Our ~~also~~goal ~~acquired~~is ~~Blue~~to ~~Nile,~~further ~~the~~increase ~~leading~~our ~~accessible~~Bridal ~~luxury~~share ~~online~~through ~~retailer~~strategic ~~of engagement rings and fine jewelry~~assortment, ~~with~~pricing ~~a more affluent~~architecture, ~~diverse,~~ and ~~differentiated~~modern ~~customer~~design ~~base~~enhancements. ~~Signet~~We ~~continues~~plan to ~~drive~~expand ~~penetration~~into inadjacent ~~accessible~~categories ~~luxury~~such ~~and~~as ~~move~~fashion ~~customers~~and upgifting, targeting the ~~value~~rapidly ~~chain~~growing byeveryday ~~tiering~~jewelry upmarket ~~its~~where ~~assortment~~we ~~and~~currently ~~leading~~have ~~category~~a ~~innovation.~~low ~~Signet~~single-digit ~~also~~share. ~~continues~~Expanding tothese ~~innovate~~adjacencies ~~for~~will ~~value-conscious~~attract ~~customers~~consumers byfrom ~~value-engineering~~multiple ~~new~~entry ~~products~~points inacross our ~~assortment, leveraging scaled vertical integration in the supply chain and continuing to cut costs that customers don't see or care about~~portfolio.

~~•Accelerate~~Organizational ~~Services:~~Realignment ~~Signet is positioned~~ to ~~create~~Accelerate aStrategy $1Execution ~~billion~~involves ~~revenue~~restructuring stream through services - up $600 million from Fiscal 2020 - as well as expand its known customer base and first party data with the “Vault Rewards” loyalty program. Services carry higher margin profiles, and Signet is focused on introducing consumer-driven services including personalization as well as expanding existing services such as Extended Service Plans and repair services to ~~enhance~~streamline ~~the jewelry ownership experience. In Fiscal 2024~~operations, ~~the~~increase ~~Company acquired Service Jewelry & Repair~~efficiencies, ~~Inc.~~improve ~~(“SJR”),~~accountability ~~a full-service jewelry~~ and ~~watch~~reduce ~~repair~~costs. ~~business,~~This ~~as well as transitioned its Blue Nile Seattle fulfillment center to a~~ new ~~enterprise-wide~~operating ~~repair~~model ~~facility~~supports ~~called~~future ~~Signet~~growth ~~Services~~by ~~Washington.~~speeding ~~These~~up ~~investments~~decision ~~continue~~making to strengthen Signet’s reputation as a preferred supplier of jewelry repair services, as well as decrease repair turnaround times, while providing cost efficiency. During Fiscal 2023, the Company launched the Vault Rewards loyalty program online and ~~across~~enabling ~~Jared,~~new ~~Kay and Zales which now has over 5.2 million members and is showing strong month~~go-to-~~month~~market ~~growth~~strategies. OfActions ~~note, loyalty members display higher purchase frequency and transaction values than non-loyalty customers offering meaningful growth potential.~~include:

•~~Lead~~Simplifying ~~Digital Commerce: Digital innovation~~ and ~~capabilities~~Aligning ~~are integral to~~ the ~~future~~Portfolio of ~~jewelry retail and are cornerstones of~~ Signet’s ~~growth~~Brands strategy. Signet now believes it has become the digital innovation leader in specialty retail jewelry through focused investment and agile implementation. In Fiscal 2024, the Company began leveraging its customer data platform to ~~create~~focus ~~more~~on ~~personalized shopping experiences and highly targeted marketing. The Company continues to make progress with this critical capability through both~~ customer~~-facing~~ ~~enhancements~~needs ~~and the use of artificial intelligence (“AI”) and machine learning (“ML”)~~ in ~~many~~four ~~operational~~distinct ~~parts~~customer ~~of its business such as inventory distribution and flexible fulfillment capabilities, all intended to modernize and improve the connected commerce experience for our customers.~~families:

◦Core Milestone & Romantic Gifting Jewelry: Kay and Peoples

◦Style & Trend: Zales and Banter

◦Inspired Luxury: Jared and Diamonds Direct

◦Digital Pure Play: Blue Nile, James Allen and Rocksbox

•Centralizing Functions to maximize benefits of scale and optimize spend, including media buying, certain core merchandising and sourcing functions, services, and an integrated Digital and Information Technology (“IT”) function. The central marketing team will allocate advertising spend for maximum returns while collaborating with Brands on creative content. In merchandising, we will centralize core product buying to realize sourcing savings and operational efficiencies, allowing Brands to focus on design and fashion innovation. In services, repair capabilities will be centralized to expand opportunities and accelerate growth in mail-in repair, business-to-business (“B2B”) and personalization.

•Maximizing Technology Investments by combining and aligning Signet’s Digital and IT teams into one integrated function, serving as a center of excellence across IT, Technology, and Analytics to gain speed and improve efficiencies.

•Reorganizing Store Operations to a brand-specific structure to enhance efficiencies, improve decision-making speed and provide distinct customer experiences for each Brand.

This Grow Brand Love framework establishes a foundation for Signet to support sustainable organic growth and create shareholder value.

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How to Win: The Company is executing these growth strategies with three “How to Win” priorities: a Consumer-Inspired mindset, Connected Commerce presence, and a Culture of Innovation and Agility.

•Consumer Inspired: The Company is growing its customer base by drawing inspiration from inside and outside the jewelry category to drive innovation. Signet’s ability to develop unique customer insights with highly precise data analytics is emerging as a clear and sustainable competitive advantage. An example is Signet's understanding of customer desire for personalized products. Jewelry customers have a broad mindset when they think about product customization. For some, it means engraving - adding symbols or a personal message - along with precise and tailored sizing. For others, it’s configuring a piece from a set of options, with a jewelry consultant or virtually. A fast-growing segment of customers want to combine and modify pieces or design a custom piece entirely from scratch - even from a hand-drawn sketch that we transform into a beautiful bespoke piece of jewelry. The Company sees this personalization trend as a services growth opportunity across Signet. It is an investment priority this year and beyond.

•Connected Commerce: As part of its Path to Brilliance transformation, Signet moved from a brick-and-mortar-centric business model to an OmniChannel strategy. Now, through Inspiring Brilliance, the Company is positioning itself to win with connected commerce capabilities that enable Signet banners to engage with customers whenever, wherever and however they want to shop. No other jewelry retailer offers a comparable mix of stores and digital platforms to serve customers. In Fiscal 2024, approximately 23% of sales were completed online and 78% of in-store buyers reported that they used a banner website prior to completing their purchase, which indicates that Signet customers now use both online and in-store experiences as part of their shopping journey.

In addition, the Company is leveraging AI, ML and data-driven insights in many operational parts of its business such as inventory distribution, labor planning and real estate fleet optimization. For example, coupling new digital capabilities together with a more than 500 store reduction in our fleet (net of openings and acquisitions) since Fiscal 2020, has driven a more than 30% increase to sales per square foot on an annual basis. Similarly, sales per labor hour in core banners increased approximately 49% and inventory turnover improved nearly 40% since Fiscal 2020.

•Culture of Innovation and Agility: Signet has transformed its culture – achieving four consecutive years of being named a Great Place to Work-Certified™ company. With the strength of its organization, Signet is committed to be the innovation leader of every business in which it competes and to operate with the agility required to learn, grow and lead. To enable this level of performance, the Company provides industry-leading training and development through what it calls "Brilliant University." This growth-focused training improves customer experiences, drives execution and agility, and enables performance and career growth possibilities for every team member who participates in the program. The strength of Signet’s culture has become a competitive advantage as it attracts top talent, enables high retention and lower attrition rates, and inspires peak performance at every level of the organization, all of which are reflected in the Company’s strong business performance. For example, Signet’s full-time team member retention increased 3 points in Fiscal 2024, at a time when the retail industry overall saw significant attrition. This matters because a jewelry consultant with 2+ years’ experience sells more than twice as much as a new jewelry consultant with tenure of six months or less. Further, aggregated cost reductions and process improvements of over $800 million have fueled strategic investments and continued to expand Signet’s annual non-GAAP operating margin since the Company’s transformation began.

Signet is demonstrating that it has the strategies, competitive advantages, and talent to consistently outpace the market and deliver reliable, long-term sustainable growth.

2030 Corporate Sustainability Goals

As a company with a Board-level Corporate Citizenship & Sustainability Committee (the “CCS Committee”) focused on its corporate sustainability strategy, ~~Environmental~~environmental, ~~Social~~social and ~~Governance~~governance ~~(“ESG”)~~ data disclosures, and a Purpose-inspired business strategy ~~as described in the above Inspiring Brilliance section~~, Signet is committed to creating business and stakeholder value through ~~sustainability~~sustainable ~~and~~business ~~ESG initiatives~~practices, including the Company’s award-winning open-source Signet Responsible Sourcing Protocol. To that end, the Company’s ~~integrates its~~ 2030 Corporate Sustainability Goals (“CSGs”) ~~into~~and its business strategy are mutually reinforcing, further strengthening Signet’s Corporate Citizenship and Sustainability leadership across the jewelry category value chain.

The Company’s CSGs are aligned with the UN Sustainable Development Goals in areas where Signet can have the most impact. Signet is a member of the UN Global Compact and adheres to its principles-based approach to responsible business. The Signet Leadership Team is engaged to provide governance and accountability for the Company’s CSGs with leaders throughout the Company engaged in the Company’s sustainability efforts. ~~Banner~~Brand leaders as well as functional leaders in Corporate Communications & Sustainability, Finance, Human Resources, ~~Information Technology (“~~IT”), Legal, Marketing, Merchandising and Supply Chain are responsible for achieving short-term and long-term goals. Signet released its annual update on ~~its~~ CSGs in its Fiscal ~~2023~~2024 Corporate Citizenship and Sustainability report published in June ~~2023~~2024.

For more information about Signet’s Citizenship & Sustainability strategy and programs, please refer the Company’s corporate website at www.signetjewelers.com/sustainability which is not, and shall not be deemed to be, a part of this Form 10-K or incorporated into any of our other filings made with the US Securities and Exchange Commission (the “SEC”).

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OVERVIEW

Signet is the world’s largest retailer of diamond jewelry. ~~Signet~~and is incorporated in Bermuda ~~and its address and telephone number are shown on the cover of this document~~. The Company operated 2,~~698~~642 retail locations as of February 31, ~~2024~~2025, which when combined with the Company’s digital capabilities under its Connected Commerce strategy, provides customers the opportunity to use both online and in-store experiences as part of their shopping journey. Signet manages its business by geography, a description of which follows:

•The North America reportable segment operates nine ~~banners~~brands, with the majority operating through both online and brick and mortar retail operations. The segment had 2,~~319~~288 locations in the US and 9291 locations in Canada as of February 31, ~~2024~~2025.

◦In the US, the segment operates under the following ~~banners~~brands: Kay (Kay Jewelers and Kay Outlet); Zales (Zales Jewelers and Zales Outlet); Jared (Jared ~~The~~Jewelers ~~Galleria Of Jewelry~~ and Jared Vault); Banter by Piercing Pagoda; Diamonds Direct; Rocksbox; and ~~digital~~Digital ~~banners~~brands, James Allen and Blue Nile.

◦In Canada, the segment operates under the Peoples ~~banner~~brand (Peoples Jewellers).

•The International reportable segment had ~~287~~263 locations in the UK, and Republic of Ireland ~~and Channel Islands~~ as of February 31, ~~2024~~2025, and maintains an online retail presence for its principal ~~banners~~brands, H. Samuel and Ernest Jones.

Certain Company activities are managed in the “Other” reportable segment for financial reporting purposes, primarily the Company’s diamond sourcing operation and its diamond polishing factory in Botswana. See Note 5 of Item 8 for additional information regarding the Company’s reportable segments.

Competition and Signet’s Competitive Strengths

Jewelry retailing is highly fragmented and competitive. Signet competes against other specialty jewelers, as well as other retailers that sell jewelry, including department stores, mass merchandisers, discount stores, apparel and accessory fashion stores, brand retailers, online retail and auction sites, shopping clubs, home shopping television channels and direct home sellers. The jewelry category competes for customers’ share-of-wallet with other consumer sectors such as electronics, clothing and furniture, as well as experience-oriented categories such as travel and restaurants. This competition for consumers’ discretionary spending is particularly relevant to gift giving.

In addition to the core strengths noted above, Signet believes its competitive advantages include strong awareness for each ~~banner~~brand, superior customer experience, branded differentiated and exclusive merchandise, data-driven marketing and advertising, a diversified real estate portfolio, an efficient and flexible supply chain, ~~and~~a ~~services~~range ~~including~~of customer financing options, and ~~lease~~services ~~purchase~~such ~~options,~~as extended service plans, repair, ~~and~~ custom design, and piercing, among others.

Signet’s Connected Commerce

Signet offers its customers a personalized and intimate shopping experience as a specialty jeweler, setting it apart from other retailers. Signet operates websites for each of its brands that serve as educational resources for customers seeking information on jewelry products and brands. Customers are able to invest time on ~~Signet~~these websites ~~(through conversational commerce)~~ and social media to explore a range of merchandise, and often before visiting physical stores to make ~~purchases~~their purchase. ~~About~~Through ~~78%~~our Voice of the Customer survey, over two-thirds of in-store buyers indicate that they also interact with our digital channels. ~~For~~These ~~high-value~~websites ~~digital~~also ~~transactions,~~offer ~~our~~ customers ~~prefer~~the ability to ~~supplement~~purchase ~~their~~products online ~~experience~~and ~~with~~have anthem ~~in-~~delivered to their local store ~~visit~~or home. Customers can filter product assortments by various delivery methods,

Signet operates websites for each of its banners that serve as educational resources for customers seeking information on jewelry products and brands. These websites also offer customers the ability to purchase products online and have them delivered to their local store or home. Customers can filter product assortments by various delivery methods, including quick ship, buy-online-pickup-in-store (“BOPIS”), and same-day delivery. The Signet banner websites continue to drive a modernized customer experience while contributing to each banner's marketing programs.6

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including quick ship, buy-online-pickup-in-store (“BOPIS”), and same-day delivery. The Signet brand websites continue to drive a modernized customer experience while contributing to each brand's marketing programs.

Connected Commerce Strategies

~~•Invest~~The inCompany ~~technologies~~has ~~and digital capabilities to enhance~~ the ~~customer~~following ~~journey,~~connected ~~including AI-driven conversational~~ commerce, virtual product try-ons, visual search tools, configuration capability, flexible payment options, jewelry-related services, personalization/behavioral targeting, creative execution, and brand differentiation.strategies:

•~~Prioritize~~Invest ~~customer-centric~~in ~~delivery~~technologies ~~options,~~and ~~including~~digital ~~BOPIS,~~capabilities ~~curbside~~to ~~pickup,~~enhance ~~same-day~~the ~~delivery,~~customer ~~quick ship~~journey, ~~ship~~including ~~from~~AI-driven ~~store~~conversational commerce and ~~ship~~on-site tosearch, ~~UPS~~virtual ~~Access~~product ~~Points.~~try-ons, ~~The~~configuration ~~aim~~capability, isflexible topayment ~~create~~options, ~~a hassle~~jewelry-~~free~~related ~~customer experience~~services, ~~connecting~~personalization/behavioral ~~websites~~targeting, ~~and~~creative ~~customers~~execution, ~~seamlessly. Approximately 30% of customers currently use these convenient~~ and ~~flexible~~brand ~~delivery options~~differentiation.

•~~Introduced~~Prioritize ~~new~~customer-centric ~~payment~~delivery ~~methods this year to meet our customers' unique needs~~options, including ~~Google Pay~~BOPIS, ~~Venmo~~curbside pickup, ~~and~~same-day ~~the~~delivery ~~option~~and ship to ~~split~~UPS ~~payments~~Access ~~between two credit cards~~Points. InThe ~~addition,~~aim weis ~~have~~to ~~invested~~create ina ~~virtual and in~~hassle-~~store~~free ~~selling~~customer toexperience, ~~make~~connecting itwebsites ~~easier~~ and ~~more~~customers ~~enjoyable~~seamlessly. ~~for~~Approximately 30% of customers tocurrently ~~shop~~use ~~whenever~~these convenient and ~~however~~flexible ~~they~~delivery ~~choose~~options. InNew ~~Fiscal~~this ~~2024,~~year weis ~~launched~~the ~~more~~use ~~than~~of ~~5,000~~artificial ~~Digital~~intelligence ~~Storefronts~~(“AI”) soto ~~our~~estimate ~~jewelry~~the ~~consultants~~delivery ~~can~~date ~~now~~for ~~connect with~~ customers ~~anytime,~~based ~~anywhere,~~on ~~and~~previous ~~sell~~actual ~~beyond~~delivery ~~the limitations of physical stores~~data.

•Invest in virtual and in-store selling to make it easier and more enjoyable for customers to shop whenever and however they choose. In Fiscal ~~2021~~2025, ~~the~~we ~~Company~~launched ~~introduced~~more ~~2-way~~than ~~SMS~~10,000 asDigital aStorefronts, ~~communication~~making ~~channel~~storefronts ~~with~~for ~~virtual~~all ~~jewelry~~Jewelry ~~experts.~~Consultants ~~This~~(“JCs”) ~~channel~~so ~~has~~they ~~grown~~can ~~almost~~now ~~every~~connect ~~quarter~~with ~~since~~customers ~~inception~~anytime, anywhere, and ~~now~~sell ~~represents~~beyond ~~almost~~the ~~one~~limitations inof ~~three~~physical ~~digital~~stores. ~~contacts~~Sales ~~after~~attributed ~~customer~~to ~~preferences~~Digital ~~shifted~~Storefronts inincreased over 3x versus Fiscal 2024.

For the last three years, the Company has offered 2-way SMS as a communication channel with our online virtual jewelry experts. This past year, we established another 2-way SMS journey that lives fully within the clienteling application used by our in-store JCs, allowing customers to connect with their JCs utilizing their preferred method of communication. Adoption of this new communication channel with JCs increased conversions compared to personalized email communications. This solidifies the Company's investment in Connected Commerce strategies. The Company has implemented asynchronous messaging with intent recognition, allowing efficient routing to the appropriate expert based on customer intent. For example, sales experts can assist customers with engagement rings, watches, and other gifts, while service experts can assist with existing orders or purchases.

Our robust Customer Data Platform and Journey Analytics and Orchestration program allows the Company to gain a more detailed and personalized understanding of the customer. This program has enabled the Company to activate cookie-less data to follow up on previous purchases and anticipate customer needs. We also personalize our messaging and onsite experiences based on our customer's purchasing preferences and behavior to build stronger connections and increase purchase confidence.

Our Commitment to Customer Experience

Signet is committed to delivering an inspiring, innovative, full-service experience for customers across all channels to ensure the business’s success. The Company prioritizes recruiting, training, and retaining qualified JCs to deliver customer satisfaction. Signet also continues to invest in capabilities to enhance the customer experience to make it more personalized and journey-focused. Signet’s Voice of the Customer program uses the Net Promoter System that was established to take stable measurements throughout the shopping ecosystem for key customer journeys, and discovering how to operationalize customer feedback effectively. We continue to expand our customer listening to prioritize investing in the moments that matter to the customer. We have achieved our highest Net Promoter Scores to date in both the store and digital shopping journey, well above industry benchmarks.

Store and brand operations

As noted above, the Company operates nine brands in North America and two brands in the UK, operating through both online and brick and mortar retail operations. Signet has specific operating and financial criteria that must be satisfied before investing in new stores or renewing leases on existing stores, including evaluation of the mall/trade area and market potential. Signet continues to rationalize its store footprint in a manner that it believes will drive greater store productivity. These efforts include development and implementation of innovative store concepts to improve the in-store shopping experience, execution of opportunistic store relocations and store closures aimed at under-performing stores, and reducing the Company’s mall-based exposure.

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~~Fiscal~~Store ~~2024.~~activity ~~Over~~was ~~the~~as ~~past~~follows ~~two~~for ~~years,~~Fiscal ~~approximately~~2025 35% of customers who engaged with Virtual Jewelry Experts via SMS made in-store purchases after their conversation. This solidifies the Company's investment in Connected Commerce strategies. The Company has implemented asynchronous messaging with intent recognition, allowing efficient routing to the appropriate expert based on customer intent. For example, sales experts can assist customers with engagement rings, watches, and ~~other~~Fiscal ~~gifts, while service experts can assist with existing orders or purchases.~~2024:

Signet launched its Vault Rewards loyalty program across its North American banners in Fiscal 2022 to incentivize repeat purchases and increase customer engagement. With over 5.2 million Vault Rewards members, it aims to increase customer engagement and purchases by offering its members various benefits.


	January 28, 2023		Openings (1)	Closures (1) (2)	February 3, 2024		Openings (1)	Closures (1)	February 1, 2025
North America segment:
Mall (3)	1,551		5	(71)	1,485		4	(44)	1,445
Off-mall and outlet	924		18	(16)	926		16	(8)	934
Total North America segment store activity	2,475		23	(87)	2,411		20	(52)	2,379
International segment store activity	333		10	(56)	287		—	(24)	263
Total Signet store activity	2,808		33	(143)	2,698		20	(76)	2,642

North America segment:
Total net selling square feet (thousands)	3,818				3,765				3,748
Increase (decrease) in net store selling space	0.9	%			(1.4)	%			(0.5)	%

International segment:
Total net selling square feet (thousands)	390				330				307
Decrease in net store selling space	(3.7)	%			(15.4)	%			(7.0)	%

~~With~~(1) Includes ~~the~~2 ~~introduction~~store ofrepositions ain ~~robust~~Fiscal ~~Customer~~2025 ~~Data Platform~~ and ~~Journey~~13 ~~Analytics~~repositions ~~and~~in ~~Orchestration~~Fiscal ~~program, the Company aims to gain a more detailed and personalized understanding of the customer~~2024. This program will enable the Company to activate cookie-less data to follow up on previous purchases and anticipate customer needs. We also personalize our messaging and onsite experiences based on our customer's purchasing preferences and behavior to build stronger connections and increase purchase confidence.

~~Signet~~(2) Includes ~~has~~16 ~~added~~stores ~~new~~from capabilities to its Digital Customer Clientele program to help jewelry consultants establish a more direct relationship with their customers and provide a personalized experience. In Fiscal 2022, this program was further improved by creating a Digital In-Store Integration team to lead the ~~integration~~divestiture of ~~digital tools in physical stores. Partnering closely with~~ the ITUK ~~and~~prestige ~~Operations~~watch ~~teams,~~business ~~the~~as ~~team~~described ~~works to enhance existing applications and systems~~ in ~~stores.~~Note ~~The~~4 ~~team~~of ~~also~~Item ~~uses advanced training techniques to provide appropriate training and support to the field team~~8.

~~Signet~~(3) Includes also leverages "virtual inventory" through supplier relationships that enable the Company to display suppliers' inventories on the banner websites for customers to purchase while not physically holding the items in its inventory. Virtual inventory expands the choice of merchandise available to customers both online and inmall-~~store.~~based ~~During~~kiosks ~~Fiscal 2024, sales of virtual inventory accounted~~ for ~~approximately 60% and 14% of~~ the ~~North~~Banter ~~America~~by ~~reportable~~Piercing ~~segment~~Pagoda ~~eCommerce sales and total sales, respectively~~brand.

Our Commitment to Customer Experience

Signet continues to invest in capabilities to enhance the customer experience to make it more personalized and journey-focused:

•Signet introduced a Voice of the Customer program using the Net Promoter System during Fiscal 2019. This was part of the Company's Path to Brilliance transformation plan and customer-first initiatives. The initial focus was on setting up the technology, establishing stable measurements throughout the shopping ecosystem for key customer journeys, and discovering how to operationalize customer feedback effectively.

•In Fiscal 2020, Signet improved customer experience by providing localized access to Voice of the Customer data for all stores and digital properties. They also implemented a closed-loop program to enable field and customer care teams to respond to customer feedback in real time.

•Signet further optimized this program in Fiscal 2021 by integrating Voice of the Customer with operational data sources, enhancing customer and employee experience management, and developing tools to infuse customer feedback into their culture and daily practices.

•In Fiscal 2022 and Fiscal 2023, Signet launched multiple survey programs in additional channels such as BOPIS, delivery, and customer care to unlock key opportunities to drive customer-centric strategies and improve experiences across Signet.

•In Fiscal 2024, we included questions on customer buying occasions (gifting or engagement) to learn more about why our customers purchase from us and to better personalize their experience with our banners.

Banner operations

As noted above, the Company operates nine banners in North America and two banners in the UK, with the majority operating through both online and brick and mortar retail operations. Signet has specific operating and financial criteria that must be satisfied before investing in new stores or renewing leases on existing stores, including evaluation of the mall/trade area and market potential. Signet continues to rationalize its store footprint in a manner that it believes will drive greater store productivity. These efforts include development and implementation of innovative store concepts to improve the in-store shopping experience, execution of opportunistic store relocations and store closures aimed at under-performing stores, and reducing the Company’s mall-based exposure.

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The store activity was as follows for Fiscal 2024 and Fiscal 2023:

	February 3, 2024		Openings (1)	Closures (1) (3)	January 28, 2023		Openings (1) (4)	Closures (1)	January 29, 2022
North America segment:
Mall (2)	1,485		5	(71)	1,551		51	(102)	1,602
Off-mall and outlet	926		18	(16)	924		32	(12)	904
Total North America segment store activity	2,411		23	(87)	2,475		83	(114)	2,506
International segment store activity	287		10	(56)	333		2	(17)	348
Signet total	2,698		33	(143)	2,808		85	(131)	2,854
North America Total net selling square feet (thousands) (2)	3,765				3,818				3,784
Increase (decrease) in net store selling space	(1.4)	%			0.9	%			0.5	%
International Total net selling square feet (thousands)	330				390				405
Decrease in net store selling space	(15.4)	%			(3.7)	%			(0.7)	%

(1) Includes 13 store repositions in Fiscal 2024 and 23 repositions in Fiscal 2023.

(2) Includes mall-based kiosks for the Banter by Piercing Pagoda banner.

(3) Includes 16 stores from the divestiture of the UK prestige watch business as described in Note 4 of Item 8.

(4) Includes 23 locations acquired from Blue Nile in Fiscal 2023 as described in Note 4 of Item 8.

Refer to Item 2 for additional information on the Company’s real estate portfolio.

North America ~~Banners~~Brands

The North America reportable segment operates jewelry stores in malls, mall-based kiosks and off-mall locations throughout the US and Canada, ~~and~~as well as online. ~~under~~Its US national ~~banners~~brands ~~including~~principally include Kay, Zales, Jared, ~~Peoples~~Diamonds Direct, Banter by Piercing Pagoda, Rocksbox, and ~~Diamonds~~Digital ~~Direct. Additionally~~brands, ~~the Company operates online through~~ James Allen, and Blue Nile. ~~and~~Its ~~Rocksbox,~~Canadian asstores ~~well~~operate as ~~each~~Peoples ~~of the individual banner websites~~Jewellers.

Kay Jewelers (“Kay”)

Kay is the largest mid-market specialty retail jewelry brand in the US, ~~based~~operating ~~on sales. Kay operates~~ in shopping malls, off-mall centers, and outlet malls, ~~and~~as well as online. Kay is positioned as the champion of modern love and gratitude, and the #1destination ~~US jeweler~~ for bridal and all occasion-based gifting offering a broad assortment of fine jewelry including bridal, diamond solitaire, fashion jewelry and watches.

Kay accounted for 3637% of Signet’s consolidated sales in Fiscal ~~2024~~2025 (Fiscal ~~2023~~2024: 36%).

Zales Jewelers (“Zales”)

Zales is the ~~third~~fourth largest specialty retail jewelry brand in the US based on sales. Zales operates primarily in shopping malls, outlet malls, neighborhood power centers and online. Zales is positioned as the style and self-expression fine jewelry authority, an emphasis on fashion-oriented bridal, gifting and self-purchase consumers offering a broad range of bridal, diamond solitaire, fashion jewelry and watches.

Zales accounted for 18% of Signet’s consolidated sales in Fiscal ~~2024~~2025 (Fiscal ~~2023~~2024: 18%).

Jared ~~The~~Jewelers ~~Galleria Of Jewelry~~ (“Jared”)

Jared is the ~~fourth~~fifth largest US specialty retail jewelry brand by sales and is a leading off-mall destination specialty retail jewelry store chain. Jared is positioned to curate an “accessible luxury” assortment and additional services to appeal to a higher income customer and deliver higher average price points than Kay and Zales. Every Jared also has an on-site Design & Service Center, which service multiple ~~banners~~brands, and specialize in repairs of jewelry and the creation of custom jewelry designs for our guests (refer to Services section below).

Jared locations are typically free-standing sites with high visibility and traffic flow, positioned close to major roads within shopping developments. Jared stores primarily operate in retail centers that contain strong retail co-tenants, including big box, destination stores and some smaller specialty units.

Jared accounted for 1716% of Signet’s consolidated sales in Fiscal ~~2024~~2025 (Fiscal ~~2023~~2024: 17%).

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James Allen and Blue Nile (“Digital ~~banners~~brands”)

OnThe ~~August~~Digital ~~19,~~brands ~~2022,~~are ~~the~~comprised ~~Company acquired all~~ of the ~~outstanding~~Company’s ~~shares of Blue Nile, Inc. (“Blue Nile”). Blue Nile is a leading~~ online ~~retailer~~pure-play ofbrands ~~engagement~~James ~~rings~~Allen and ~~fine~~Blue ~~jewelry~~Nile. ~~This acquisition brought together~~ James Allen, is the world’s premier online retailer of fine diamonds and bridal jewelry,. ~~and~~The ~~Blue Nile, as Signet~~Company’s ~~digital~~strategic ~~banners,~~acquisition toof ~~maximize~~Blue ~~and~~Nile, ~~achieve~~a ~~meaningful~~leading ~~operating~~online ~~synergies~~retailer ~~that~~of ~~increases~~engagement ~~value~~rings ~~for both our customers~~ and ~~shareholders.~~fine ~~The~~jewelry, ~~strategic~~in ~~acquisition~~Fiscal of2023 ~~Blue~~helped ~~Nile~~accelerate ~~accelerated~~ Signet’s initiative to expand its bridal offerings, ~~and~~ grow its accessible luxury portfolio, asand ~~well~~extend ~~as extending~~ its digital leadership across the jewelry category. ~~Blue~~These ~~Nile~~brands ~~brings~~together aas ~~lower~~the ~~overall~~Digital ~~price~~brands ~~mix~~look ~~than~~to ~~James~~maximize ~~Allen, but a higher engagement ring ticket,~~ and ~~complements~~achieve ~~James~~meaningful ~~Allen~~operating ~~with~~synergies anthat ~~older~~increases ~~demographic~~value ~~focused~~for onboth ~~luxury~~our ~~purchases,~~customers ~~all~~and ~~of which has been immediately additive to the top of Signet’s customer funnel~~shareholders.

The Digital ~~banners~~brands accounted for 98% of Signet’s consolidated sales in Fiscal ~~2024~~2025 (Fiscal ~~2023~~2024: 79%).

Diamonds Direct

Diamonds Direct is an off-mall, destination jeweler in the US, with a highly productive and efficient operating model with demonstrated growth and profitability. Diamonds Direct’s strong value proposition, extensive bridal offerings and customer-centric, high-touch shopping experience is a destination for younger, luxury-oriented bridal shoppers. ~~The acquisition of~~ Diamonds Direct inenhances ~~Fiscal 2022 furthers~~ Signet’s accessible luxury positioning with a distinct focus on bridal, appealing to a higher income customer and delivers higher average price points compared to other ~~banners~~brands. Diamonds Direct’s stores are typically located in desirable off-mall sites proximate to high-end, destination centers alongside strong performing upscale retailers.

Diamonds Direct accounted for 6% of Signet’s consolidated sales in Fiscal ~~2024~~2025 (Fiscal ~~2023~~2024: 6%).

Banter by Piercing Pagoda (“Banter”)

Banter invites confident creatives to explore their styles with curated jewelry and piercing services. The assortment includes fashion gold, silver and diamond jewelry. The brand operates primarily through mall-based kiosks in high-traffic areas across the US that are easily accessible and visible in regional shopping malls and online. The brand also offers virtual styling sessions, giving customers an omni-channel shopping experience. Banter has continued to expand its facial piercing offerings with the introduction of hollow needle piercing in select markets, seeing opportunity to leverage this growing trend. Banter also ~~launched~~offers Permanent Jewelry in 160 locations and continues to expand its services.

Banter accounted for 5% of Signet’s consolidated sales in Fiscal ~~2024~~2025 (Fiscal ~~2023~~2024: 5%).

Peoples Jewellers (“Peoples”)

Peoples is Canada’s largest specialty jewelry retailer and is positioned as “Canada’s #1 Diamond Store” emphasizing its diamond business while also offering a wide selection of gold jewelry, gemstone jewelry and watches. Peoples operates primarily in shopping malls and online.

Peoples accounted for 3% of Signet’s consolidated sales in Fiscal ~~2024~~2025 (Fiscal ~~2023~~2024: 3%).

Rocksbox

In Fiscal 2025, Rocksbox isevolved from a digital-first jewelry rental ~~subscription~~platform ~~business~~to ~~that~~a ~~allows~~full ~~members~~eCommerce site, inviting customers to ~~discover~~experience the joy of jewelry via a new ~~looks~~model which does not require a subscription. Rocksbox expanded access to its collection with the launch of a branded storefront on Amazon, ~~trends~~and oropened ~~add~~its ~~classic~~first ~~styles~~retail location in San Francisco, bringing its curated fashion assortment to ~~their~~life ~~jewelry~~in ~~collection~~an environment designed to encourage trial and discovery. Rocksbox is ~~direct~~now home to ~~customer~~an expanding selection of designer styles and Rocksbox exclusive pieces, ~~acquiring~~including ~~members~~fine, ~~primarily~~demi-fine, ~~through~~and ~~digital~~plated ~~advertising~~options. Rocksbox accounted for less than 1% of Signet’s consolidated sales in Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024.

International ~~Banners~~Brands

The International reportable segment operates primarily in the UK and Republic of Ireland.

H.Samuel

H.Samuel has over 150 years of jewelry heritage, with a target customer focused on lower-price point fashion-trend oriented, everyday jewelry. H.Samuel continues to focus on larger store formats in regional shopping centers.

H.Samuel accounted for 3% of Signet’s consolidated sales in Fiscal ~~2024~~2025 (Fiscal ~~2023~~2024: 3%).

Ernest Jones

Ernest Jones serves the upper middle market, with a target customer focused on high-quality, timeless jewelry. ~~During~~The ~~Fiscal~~Company ~~2024,~~completed the ~~Company~~divestiture ~~divested~~of its prestige watch business in Fiscal 2024, ~~which~~allowing ~~consisted~~the ~~primarily~~brand ofto 21focus ~~Ernest~~on ~~Jones~~its ~~locations~~core business strategy (refer to Note 4 of Item 8 for ~~further~~additional information).

Ernest Jones accounted for 32% of Signet’s consolidated sales in Fiscal ~~2024~~2025 (Fiscal ~~2023~~2024: 3%).

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Products and merchandising

Signet believes that aone of its competitive ~~strength~~strengths is its industry-leading merchandising. Merchandise selection, innovation, availability and value are all critical success factors. The range of merchandise offered and the appropriate level of inventory availability are supported centrally by extensive and continuous research and testing. Signet’s jewelry merchant teams are constantly evaluating global design trends, innovating, and developing new jewelry collections, including through strategic partnerships, that resonate with customers.

Suppliers

In Fiscal ~~2024~~2025, the five largest suppliers collectively accounted for approximately 2021% of total purchases, with the largest supplier comprising approximately 56%. Signet transacts business with suppliers on a worldwide basis at various stages of the supply chain with third party diamond cutting and jewelry manufacturing being predominantly carried out in Asia.

Merchandise

Details of merchandise mix by major product category, ~~(excluding~~which excludes sales from service plans, repairs, subscriptions, loose diamonds and other miscellaneous sales), are shown below:

	North America		International		Consolidated
Fiscal 2025
Bridal	49	%	48	%	49	%
Fashion	46	%	23	%	45	%
Watches	4	%	29	%	5	%
Other	1	%	—	%	1	%
	100	%	100	%	100	%
Fiscal 2024
Bridal	50	%	46	%	50	%
Fashion	45	%	21	%	44	%
Watches	4	%	33	%	5	%
Other	1	%	—	%	1	%
	100	%	100	%	100	%
Fiscal 2023 (1)
Bridal	50	%	46	%	50	%
Fashion	45	%	19	%	44	%
Watches	4	%	35	%	5	%
Other	1	%	—	%	1	%
	100	%	100	%	100	%

~~(1) Certain~~The ~~amounts~~bridal ~~have~~category, ~~been~~which ~~reclassified~~includes ~~between bridal~~engagement, ~~fashion~~wedding and ~~other~~anniversary ~~merchandise~~purchases, is predominantly diamond jewelry. All of our product categories are to ~~conform~~an toextent dependent on the ~~Company~~economic environment as customers can trade up or down price points depending on their available budget. During Fiscal 2025, bridal represented 49% of Signet’s ~~current~~total ~~product~~merchandise ~~categorizations~~sales.

~~The~~Merchandise ~~bridal~~is ~~category,~~classified ~~which~~as ~~includes engagement~~non-branded, ~~wedding~~third-party branded, and ~~anniversary~~branded ~~purchases,~~differentiated isand ~~predominantly~~exclusive. ~~diamond~~Non-branded ~~jewelry.~~merchandise ~~All~~includes ofitems ~~our~~and ~~product~~styles ~~categories~~such ~~are~~as tobracelets, angold ~~extent~~necklaces, ~~dependent~~solitaire ondiamond ~~the~~rings, ~~economic~~and ~~environment~~diamond asstud ~~customers~~earrings. ~~can~~Branded ~~trade~~differentiated upand orexclusive ~~down~~merchandise ~~price~~are ~~points~~items ~~depending~~that onare ~~their~~branded ~~available~~and ~~budget.~~exclusive ~~During~~to ~~Fiscal~~Signet ~~2024~~within its marketplaces, ~~bridal~~or ~~and~~that ~~fashion~~are ~~represented~~not ~~50%~~widely ~~and~~available ~~44%,~~from ~~respectively,~~other ofjewelry ~~Signet’s~~retailers ~~total~~(e.g. ~~merchandise~~Vera ~~sales~~Wang Love®, Neil Lane®, Disney Enchanted®).

~~Merchandise~~Signet isbelieves ~~categorized~~that asthe ~~non-branded,~~development ~~third-party~~of branded, differentiated and ~~branded~~exclusive ~~differentiated~~merchandise raises the profile of its brands, helps to drive sales and ~~exclusive.~~provides ~~Non~~its well-~~branded~~trained ~~merchandise~~jewelry ~~includes~~consultants ~~items~~with a powerful selling proposition. Digital marketing and ~~styles~~national ~~such~~television asadvertisements ~~bracelets,~~include ~~gold~~elements ~~necklaces,~~that ~~solitaire~~drive ~~diamond~~brand ~~rings,~~awareness and ~~diamond~~purchase ~~stud earrings~~intent. ~~Branded~~Signet’s ~~differentiated~~scale and ~~exclusive~~proven ~~merchandise~~record ~~are~~of ~~items~~success ~~that~~in ~~are~~developing branded differentiated and exclusive tomerchandise ~~Signet~~attracts ~~within~~offers ~~its~~of ~~marketplaces,~~such orprograms ~~that~~from ~~are~~jewelry ~~not~~manufacturers, ~~widely~~designers ~~available~~and ~~from~~others ~~other~~ahead ~~jewelry~~of competing retailers, ~~(e.g.~~and ~~Vera~~enables ~~Wang~~it ~~Love®,~~to ~~Neil~~leverage ~~Lane®,~~its ~~Disney~~supply ~~Enchanted®)~~chain strengths.

Signet believes that the development of branded differentiated and exclusive merchandise raises the profile of its banners, helps to drive sales and provides its well-trained jewelry consultants with a powerful selling proposition. Digital marketing and national television advertisements include elements that drive brand awareness and purchase intent. Signet’s scale and proven record of success in developing branded differentiated and exclusive merchandise attracts offers of such programs from jewelry manufacturers, designers and others ahead of competing retailers, and enables it to leverage its supply chain strengths.

Merchandise held on consignment is used to enhance product selection and test new designs. This minimizes exposure to changes in fashion trends and provides the flexibility for the Company to return non-performing merchandise to vendors. The bulk of Signet’s consignment inventory is held in the North America reportable segment.

Signet also leverages "virtual inventory" through supplier relationships that enable the Company to display certain suppliers' inventories on brand websites for customers to purchase while not physically holding the items in its inventory. Virtual inventory expands the choice of merchandise available to customers online. During Fiscal 2025, sales of virtual inventory in the North America reportable segment were approximately 57% of segment eCommerce sales and 13% of total segment sales.

Raw materials

The Company’s costs, as with the jewelry industry as a whole, are generally affected by fluctuations in the price and supply of natural and lab-~~created~~grown diamonds, gold and, to a much lesser extent, other precious and semi-precious metals and stones. The cost of raw materials is only part of the costs involved in determining the retail selling price of jewelry, with labor costs and assembly costs from third-party vendors also being significant factors.

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Diamond sourcing

Signet procures its diamonds mostly as finished jewelry and, to a smaller extent, as loose polished diamonds and rough diamonds which are in turn polished. The Company primarily polishes natural rough diamonds it procures in ~~Signet’s~~its Gaborone, Botswana factory, and lab-~~created~~grown rough diamonds the Company procures are polished at third-party factories.

Signet purchases finished product where management has identified compelling value based on product design, cost and availability, among other factors. Under certain types of arrangements, this method of purchasing also provides the Company with the opportunity to reserve inventory held by vendors and to make returns or exchanges with suppliers, which reduces the risk of over- or under-purchasing. Signet’s scale, balance sheet and robust procurement systems enable it to purchase merchandise at advantageous prices and on favorable terms.

Signet purchases loose polished diamonds in global markets (e.g. India and Israel) from a variety of sources (e.g. polishers and traders). Signet mounts stones in settings purchased from manufacturers using third-party and in-house resources. By using these approaches, the cost of merchandise is reduced, and the consistency of quality is maintained, enabling Signet to provide better value to customers. Buying loose diamonds ~~helps~~allows ~~allow~~ Signet’s buyers to gain a detailed understanding of the manufacturing cost structures and, in turn, leverage that knowledge to negotiate better prices for the supply of finished products.

Signet continues to take steps to advance its vertical integration, which includes natural and lab-~~created~~grown rough diamond sourcing and processing. Signet’s objective with this initiative is to secure additional, reliable and consistent supplies of diamonds for customers worldwide while achieving further efficiencies in the supply chain. Signet contracts with factories in India for polishing of rough lab-~~created~~grown diamonds it procures from producers. ~~Signet~~and ~~owns~~polishes a natural ~~diamond~~diamonds ~~polishing factory~~ in ~~Gaborone,~~its Botswana factory. The Company is a ~~DeBeers~~De Beers sightholder and receives contracted allocations of rough natural diamonds. Signet has also established a diamond liaison office in India and a diamond trading office in New York to further support its sourcing operation.

Natural rough diamonds are purchased directly from the miners and then the stones are marked, cut and polished in ~~Signet’s~~its ~~own~~Botswana polishing facility. Any stones deemed unsuitable for Signet’s needs are sold to third parties on the open market.

Marketing and advertising

Marketing is one of Signet’s most critical investments. The Company leverages its marketing spend to drive customer awareness, purchase consideration, traffic, and revenue in the short-term, and customer loyalty, lifetime value and market share growth over time. Effective and efficient marketing investment is a competitive advantage in the jewelry industry, which involves a discretionary purchase where much of the merchandise is not branded, and the purchase cycle can stretch to years.

Signet’s marketing investment is actively managed across multiple online and offline consumer touchpoints including linear television, social media influencers and creators, digital advertising, and in-store product storytelling. Spend distribution evolves over time to align to changes in consumer behavior, marketing technology (e.g., AI and personalization capabilities), and economic shifts.

As marketing activities are undertaken throughout the year, digital and data capabilities provide real-time insights into customer journeys, enabling personalized communications. Signet continues to evolve its marketing model by balancing the timing and mix of its media investments, leveraging a personalized journey-based approach, and evolving content to align to shifts in media consumption. While the Company maintains its strong media presence during traditional time-based holidays (e.g., Valentine’s Day, Mother’s Day, and the Holiday Season), Signet has also expanded its visibility in milestone gifting occasions (e.g., birthdays and anniversaries) and in targeted “always on” bridal messaging.

The individual Signet ~~banners~~brands are highly focused on driving differentiated ~~banner~~brand value propositions across all customer touchpoints. In doing so, they work with a portfolio of media and creative partners and have access to an array of internal and external data, analytics, and personalization expertise.

Details of gross advertising (i.e. advertising before vendor contributions) by segment is shown below:

	Fiscal 2024				Fiscal 2023				Fiscal 2022
	Fiscal 2025				Fiscal 2024
(in millions)	Gross advertising spending		as a % of sales		Gross advertising spending		as a % of sales		~~Gross advertising spending~~		~~as a % of sales~~
North America	$	~~508~~545.85	78.67	%	$	~~536~~508.48	7.46	%	$	~~508.6~~	~~7.0~~	%
International	14.06		3.39	%	1914.20		43.13	%	~~18.4~~		~~3.7~~	%
Signet	$	~~522~~560.81	78.34	%	$	~~555~~522.68	7.13	%	$	~~527.0~~	~~6.7~~	%

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Services

The Company offers repair services to its customers that include both merchandise repairs and custom design services. ~~These~~and ~~services~~provide ~~represent less than 5% of consolidated sales; however, they represent~~ an important opportunity to build lifetime customer loyalty. The custom design and repair business has its own field management and training structure and operates in Design & Service Centers located in Jared stores. These Design & Service Centers are staffed with skilled artisans who support the repair and custom business generated in the Kay, Zales and Jared ~~banners~~brands. ~~Repairs are completed in less than four days on average.~~ Signet’s custom jewelry sales use a proprietary computer selling system and in-store design capabilities. ~~In Fiscal 2024,~~ Signet expanded its capabilities with the acquisition of SJR in July 2023. ~~Signet~~which ~~now~~allows ~~provides~~the ~~business~~Company to ~~business~~provide (“B2B”) repairs and ~~completes~~complete its own watch repairs. In addition, Signet has retained the former Blue Nile fulfillment center in Seattle, Washington, to create a central facility to perform customer repairs, appraisals and ~~extend~~custom ~~our~~design ~~B2B capacity~~services.

The ~~North~~Kay, ~~America~~Zales, ~~segment~~Jared ~~sells~~and Peoples brands sell extended service plans covering lifetime repair service for jewelry, and Banter sells jewelry replacement plans ~~in Banter~~. The Design & Service Centers also service the lifetime repair service plans ~~for~~in ~~Kay,~~the ~~Zales and Jared~~US, in addition to supporting the chargeable repairs and custom businesses. The Company offers lifetime repair service plans for both bridal and fashion merchandise, which cover services such as ring sizing, refinishing and polishing, rhodium plating of white gold, earring repair, chain soldering, engraving for bridal merchandise, and the resetting of diamonds and gemstones that arise due to the normal usage of the merchandise or a replacement option if the merchandise cannot be repaired. The extended service plans are a valuable part of the customer experience and product offerings. These plans provide the Company a higher rate of profitability than merchandise sales and are a significant component of Signet’s operating income. In Fiscal 2022, the Company introduced updated extended service agreements offering unique plans for both bridal and fashion merchandise, with additional benefits including engraving for bridal merchandise. Jewelry replacement plans require the issuance of new replacement merchandise if the original merchandise is determined to be defective or damaged within a defined period in accordance with the plan agreement. The North America segment also offers customers a two-year fine watch warranty. Other services managed through ~~recent~~ third-party offerings include personal jewelry insurance and appraisals. Refer to Note 3 in Item 8 for ~~further~~additional information on ~~these~~Signet’s extended service plans.

In ~~Fiscal~~addition ~~2023,~~to ~~Signet~~repairs ~~introduced~~done under the ~~Vault~~extended ~~Rewards~~service ~~loyalty program online and across Kay~~plans, ~~Zales~~the ~~and~~Company ~~Jared, which is a program that~~ provides ~~its~~additional ~~members~~repair ~~with benefits and offers once enrolled. As of the end of Fiscal 2024~~services, ~~the~~which ~~Company~~represent ~~had~~less ~~over~~than 5.2% ~~million~~of ~~members~~consolidated ~~enrolled in this program~~sales.

Signet’s Vault Rewards loyalty program is offered across its Kay, Zales and Jared brands, providing its members with benefits and offers once enrolled. The program aims to increase customer engagement and incentivize repeated purchases through its benefit offerings. As of the end of Fiscal 2025, the Company had over 10.5 million members enrolled in this program.

Customer finance

Several factors inherent in the US jewelry business support the circumstances through which Signet is positioned to generate profitable incremental business through its partner supported consumer payment programs. These factors include a high average transaction value and a significant population of customers seeking to finance merchandise, primarily in the bridal category. Signet’s financial service offerings are an integral part of its business and a major driver of customer retention. In North American markets, customers are offered revolving and promotional credit plans under Signet’s private label credit card programs, a lease purchase option provided by Progressive Leasing, and installment loan and split-payment options provided by Affirm, allowing Signet to offer payment options that meet each customer’s individual needs. In addition, the Company has partnerships with third-party providers who directly extend financing to its customers, and who also manage and service the customers’ accounts.

Below is a summary of the payment participation rate in North America which reflects activity for Signet’s outsourced credit program in North America for Kay, Jared, Zales, Peoples and Banter customers, as well as lease purchase customers:

(dollars in millions)	Fiscal ~~2024~~2025			Fiscal ~~2023~~2024
Total North America sales (1)	$	5,~~599~~325.67		$	65,~~189~~599.86
Credit, lease and Affirm purchase sales	$	2,~~463~~268.02		$	2,~~734~~463.20
Credit, lease and Affirm purchase sales as % of total eligible North America sales (1)	4442.06		%	44.20		%

(1) Excludes Diamonds Direct, ~~digital~~Digital ~~banners~~brands and Rocksbox, as these ~~banners~~brands do not participate in the Company’s financing programs discussed above.

Through Signet’s partnerships, the Company is able to offer a range of financing, leasing, and payment opportunities across most of its ~~banners~~brands. The Company continues to source and develop new options to meet its ~~customer~~customers’s needs across the various merchandise price points. These offerings and partnerships allow the Company to focus on its core business of being the premier jewelry partner for its customers.

Comenity Bank and Comenity Capital Bank (collectively “Comenity”) provide credit and services to the Kay, Jared, Zales and Banter ~~banners~~brands. Concora Credit Inc. (“Concora”~~, formerly Genesis Financial Solutions~~) provides a second look program for applicants declined by Comenity. ~~Progressive Leasing provides a no credit needed financing option in Kay, Jared, Zales and Banter banners.~~ During Fiscal 2024, the Comenity and Concora program agreements were amended and restated to terminate in December 2028 and December 2025, respectively. ~~Additionally,~~In inFebruary ~~Fiscal 2024~~2025, ~~Signet terminated purchase agreements with Carval and Castlelake (“Investors”) and The Bank of Missouri,~~ the ~~issuer~~Company ~~for~~extended the ~~add-on receivables for prior non-prime accounts. In Fiscal 2024,~~ Concora ~~purchased~~program ~~the~~agreement ~~Investors’~~with ~~non-prime~~a ~~receivables~~new ~~maintaining~~termination ~~add-on~~date ~~purchase~~of ~~capabilities~~December 2028. Servicing on non-prime receivables, including operational interfaces and customer servicing, is provided by Concora. As a result of the amended and restated agreements entered into with Comenity and Concora, Signet has not retained any customer in-house finance receivables since Fiscal 2022. ~~Additionally,~~Refer into ~~Fiscal~~Note ~~2024,~~11 ~~the~~of Item 8 for additional information.

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Progressive Leasing provides a no credit needed financing option in Kay, Jared, Zales and Banter brands. Affirm offers buy now pay later installment loans and split payment options at those same brands. In Fiscal 2024, the Progressive Leasing program agreement was amended and restated to terminate in May 2031. ~~Refer~~In toFiscal ~~Note~~2025, 12the ofAffirm ~~Item~~agreement 8was ~~for~~amended ~~further~~with ~~information~~a new termination date of September 2027.

HUMAN CAPITAL MANAGEMENT

Signet’s People First approach

At Signet, our approach to human capital management starts with our core value of “People First” and aims at creating a truly inclusive, innovative, and collaborative company culture. As a retail company, sales and customer relationships are at the core of our business model. Our success depends on our ability to attract, develop, and retain highly engaged, high performing and motivated team members who are deeply connected to our Purpose of Inspiring Love. All team members are immersed in Signet’s employee experience where team members are invited to be their best selves; introduced to new ideas that grow their passion, not just their jobs; and are inspired to inspire more love in the world. The execution of our ~~Inspiring Brilliance~~ business strategy is supported by our confidence in the Signet team and our commitment to their overall success and personal growth. We believe that thriving and engaged team members are integral to Signet’s success. By focusing on strong people practices, we foster improved retention rates and a better-trained workforce to delight our customers. Signet’s retention rate for North America has increased over four percentage points from Fiscal 2024 to Fiscal 2025 as a reflection of our culture of inclusion and training programs described below. Our emphasis on rewarding our retail team members with competitive wages and benefits provides a compelling package. Signet has maintained a minimum wage of $15/hour for our US operations throughout multiple acquisitions since the fall of Fiscal 2022 and our full-time, hourly paid median employee, who is a jewelry consultant, earned $40,~~754~~617 for Fiscal ~~2024~~2025 with commissions and incentives.

In Fiscal ~~2024~~2025, Signet is proud to be certified by Great Place to Work® for the ~~fourth~~fifth consecutive year which reflects the pride, engagement, and enthusiasm of our team members throughout our organization. We attribute this accolade to our focus on our Purpose, company culture, team member engagement and our overall human capital management strategy. In Fiscal 2024, Signet was named to two lists by Newsweek magazine, America’s Greatest Workplaces for Women 2024 and America’s Greatest Workplaces for Diversity 2024. Signet received a score of 95 out of 100 on the Human Rights Campaign Foundation’s 2023-2024 Corporate Equality Index, the nation’s foremost benchmarking survey and report measuring corporate policies and practices related to LGBTQ+ workplace equality.

Vision for the future

As noted in the Purpose and Strategy section, the Company ~~released its 2030 CSGs in Fiscal 2022. The Company~~’s CSGs provide a roadmap for Signet’s commitment to sustainability. Under the heading “Love for Our Team,” the Chief People Officer is responsible for critical CSGs in the areas of Employer of Choice, Community of Inclusiveness, and Purpose and Appreciation. A full list of Signet’s CSGs is published on the Company’s corporate website and an annual progress report on the CSGs is included in the Company’s annual Corporate Citizenship and Sustainability report.

Employees and demographics

As of February 31, ~~2024~~2025, the number of global team members employed at Signet was 27,~~991~~595 as compared to 2927,~~660~~991 at ~~January~~February 283, ~~2023~~2024. Approximately 8889% of the Company’s workforce was employed in North America.

February 3, 2024

January 28, 2023

January 29, 2022

February 1, 2025

February 3, 2024

January 28, 2023

North America

24,517

~~24,639~~

24,639

~~25,794~~

25,794

~~27,162~~

2,465

~~2,737~~

2,737

~~3,205~~

3,205

~~3,239~~

Other international

613

~~615~~

615

~~661~~

661

~~455~~

Total

27,595

~~27,991~~

27,991

~~29,660~~

29,660

~~30,856~~

~~The following table provides additional information related to the North America team members as of February 3, 2024 and January 28, 2023. Fiscal 2023 excludes Blue Nile.~~13

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The following table provides additional information related to the North America team members as of February 1, 2025 and February 3, 2024.


	February 1, 2025		February 3, 2024
Headcount by status
Full-time	13,986		14,297
Part-time	10,531		10,342
Total North America team members	24,517		24,639

Demographic information
By Gender
Women	73.0	%	72.9	%
Men	25.9	%	26.0	%
Chose not to identify	1.1	%	1.1	%
By Race/Ethnicity
Number of Black or African American employees	13.8	%	13.4	%
Number of American Indian and Alaska Native employees	0.8	%	0.8	%
Number of Asian employees	6.6	%	6.5	%
Number of Caucasian and White employees	48.7	%	49.6	%
Number of Hispanic and Latino employees	16.6	%	15.9	%
Number of Native Hawaiian and Other Pacific Islander employees	0.4	%	0.4	%
Number of employees of two or more races	3.7	%	3.6	%
Number of employees of unknown ethnicities	9.4	%	9.8	%

Inclusive Culture

Inspired by our Purpose and by our core value of “People First,” we value building a pluralistic workforce, embracing different perspectives, and fostering an inclusive, empowering work environment where our team members feel they belong and customers feel welcomed. This diverse blend of backgrounds and perspectives within our teams create an inviting atmosphere for our customers while allowing us to better understand their tastes, interests and purchase preferences of all customers.

Our intention is to foster work experiences free of discrimination. Our efforts transcend all levels of our Company, from our retail store team members to our leadership team and Board of Directors (“Board”). Our Board includes five female members, as well as two ethnically diverse members. Approximately 41% of North America Vice Presidents and above are women and approximately 15% of Vice Presidents and above are ethnically diverse. The following table provides information about the demographics of our Signet team as of the end of Fiscal 2025:


	Total	Male		Female		Chose not to identify		Non-BIPOC		BIPOC
Board	12	58.3	%	41.7	%	—	%	83.3	%	16.7	%
Signet Leadership Team	20	40.0	%	60.0	%	—	%	80.0	%	20.0	%

North America
VP and above (Support Center)	147	58.5	%	40.8	%	0.7	%	85.0	%	15.0	%
Directors and above (Support Center)	402	45.8	%	54.0	%	0.2	%	82.8	%	17.2	%
Assistant Manager and above (Retail Stores)	5,341	26.0	%	73.7	%	0.3	%	61.2	%	38.8	%

In response to the Fiscal 2025 Great Place to Work® Trust IndexTM Survey, Signet team members responded positively to statements regarding fair treatment in our Company. Of team members surveyed, 90% of Signet team members responded, "People here are treated fairly regardless of their race” and 92% of Signet team members responded, “People here are treated fairly regardless of their sexual orientation.” Furthermore, we recognize the diversity of our customers and strive to have a workforce that is representative of the communities where we live and work.

Our business strategy depends on the success of our retail teams to thrive both personally and professionally. We invite our team members to bring their whole selves to work. We are committed to fostering an inclusive culture, which includes providing team members the opportunity for self-selection of gender identity, preferred pronouns, and their name pronunciation.

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	February 3, 2024		January 28, 2023
Headcount by status
Full-time	14,297		14,475
Part-time	10,342		10,704
Total	24,639		25,179
Demographic information
By Gender
Women	72.9	%	72.9	%
Men	26.0	%	25.8	%
Chose not to identify	1.1	%	1.3	%
By Race/Ethnicity
Number of Black or African American employees	13.4	%	13.3	%
Number of American Indian and Alaska Native employees	0.8	%	0.8	%
Number of Asian employees	6.5	%	5.6	%
Number of Caucasian and White employees	49.6	%	50.6	%
Number of Hispanic and Latino employees	15.9	%	15.2	%
Number of Native Hawaiian and Other Pacific Islander employees	0.4	%	0.5	%
Number of employees of two or more races	3.6	%	3.6	%
Number of employees of unknown ethnicities	9.8	%	10.4	%

Our executive sponsors have collaborated with our eight Business Resource Groups - Veterans, Signet Pride (LGBTQ+), Women’s, Black Employee Network, Young Professionals, Radiance, Diamante (Hispanic and Latinx) and Asian Pacific Employee Network - to create a culture of inclusion. As a result of this partnership, the membership and participation rate for Signet’s Business Resource Groups increased 15% from Fiscal 2024 to Fiscal 2025.

~~Diversity,~~As ~~equity~~part of our commitment to continued enhancements in our inclusion and belonging efforts, we provide team members annual training in various areas that support building a more inclusive and ~~inclusion~~collaborative workplace.

Inspired by our Purpose and by our core value of “People First,” we value building a diverse workforce, embracing different perspectives, and fostering an inclusive, empowering work environment where our team members feel they belong and customers feel welcomed. This diversity in our teams helps our customers feel comfortable in our stores and helps us understand the tastes, interests and purchase preferences of those customers.

Our diversity, equity and inclusion efforts transcend all levels of our Company, from our retail store team members through our leadership team and Board of Directors (“Board”). Our Board currently includes six female members, including one appointed in February 2024 (not reflected in table below), as well as two ethnically diverse Board members. Approximately 40% of North America Vice Presidents and above are women and approximately 15% of Vice Presidents and above are ethnically diverse. The following represents further information about the diversity of our Signet team as of the end of Fiscal 2024:

	Total	Male		Female		Chose not to identify		Non-BIPOC		BIPOC
Board	12	58.0	%	42.0	%	—	%	83.0	%	17.0	%
Signet Leadership Team	22	40.9	%	59.1	%	—	%	81.8	%	18.2	%
VP and Above (Support Center)(1)	158	60.1	%	39.9	%	—	%	85.4	%	14.6	%
Directors and Above (Support Center)(1)	427	43.1	%	56.9	%	—	%	82.9	%	17.1	%
Assistant Manager and Above (Retail Stores)(1)	5,406	25.4	%	74.3	%	0.3	%	62.9	%	37.1	%

(1) North America

In response to the Fiscal 2024 Great Place to Work® Trust IndexTM Survey, Signet team members responded positively to statements regarding fair treatment in our Company. Of team members surveyed, 88% of Signet team members responded, "People here are treated fairly regardless of their race” and 91% of Signet team members responded, “People here are treated fairly regardless of their sexual orientation.” Furthermore, we recognize the diversity of our customers and strive to have a workforce that is representative of the communities where we live and work. In Fiscal 2024, approximately 48% of US hires in our retail stores and support centers were persons of color.

We are committed to advancing diversity in the workplace and fostering an inclusive culture, which includes providing team members the opportunity for self-selection of gender identity, preferred pronouns, and their name pronunciation. This reinforces the invitation for team members to bring their whole selves to work.

Our executive sponsors have collaborated with our eight Business Resource Groups - Veterans, Signet Pride (LGBTQ+), Women’s, Black Employee Network, Young Professionals, Transforming Inclusivity Diversity Equality (“TIDE”), Diamante (Hispanic and Latinx) and Asian Pacific Employee Network - to create a culture of inclusion. As a result of this partnership, the membership and participation rate for Signet’s Business Resource Groups increased more than 40% from Fiscal 2023 to Fiscal 2024.

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As part of our commitment to continued enhancements in our diversity, equity, and inclusion efforts, we provide team members annual training in various areas that support building a more inclusive workplace. This includes unconscious bias and inclusive leadership training.

Signet is proud of its supplier diversity program launched in Fiscal 2022. The spend with diverse suppliers is growing each year.

Training

We’re creating ana ~~inclusive~~collaborative and ~~energizing~~energized environment where all team members can be empowered to learn, grow, and have meaningful careers. Advancement opportunities through internal leadership mentorship programs, training, internships, and a recruiting strategy to ensure we pursue top ~~diverse~~ talent across industries and backgrounds. In addition, the Company has implemented development programs focused on increasing the diversity of our leadership at every level. In Fiscal ~~2024~~2025, Signet continued its Enterprise Mentoring Program to support personal and career growth. ~~More than 230 team member mentorship pairs were formed through the program in Fiscal 2024.~~

In Fiscal ~~2024~~2025, Signet continued to invest in our learning platform, Brilliant University, to support team member training, leadership development and education. Team members receive, on average, over 18 hours of learning per year through the Brilliant University platform. The platform gives team members access to training modules from their very first day of employment. Investments in our people, such as training, allows us to recruit and retain exceptional candidates from other retailers and industries and efficiently provide them with new skills and experiences regarding Signet values, leadership traits and jewelry knowledge. The Week One Experience is an immersive, 40-hour training for all full-time team members across our Kay, Jared, Peoples and Zales ~~banners~~brands. ~~Signet launched the program in Fiscal 2022 with remarkable results and improved new hire retention rates.~~ In Fiscal ~~2024~~2025, Signet offered the program to more than 1,200 new team members. This highlights the value of our investment in team member development and our dedication to creating an environment where they can thrive. As expanding jewelry services is a pillar of Signet’s Inspiring Brilliance business strategy, the Company successfully launched six training programs related to jewelry services to provide our retail team members with expert knowledge.

Brilliant University empowers team members to invest in learning their job, building new skills and growing their career. The Signet team member training experience is defined by Signet’s seven leadership traits: (1) Vision and Purpose; (2) Critical Thinking; (3) Customer Obsession; (4) Employee Experience; (5) Diversity, Equity & Inclusion; (6) Innovative Action; and (7) Performance Excellence. Our leadership traits are foundational to the success of each leader at Signet no matter the job title. We believe in “leadership at every level” and Brilliant University provides education and training for team members to learn more about what each trait looks like at different levels in the organization.

Benefits

Competitive benefits are critical to our success in identifying, recruiting, retaining, and incentivizing our existing and prospective team members. We design our employee benefits to be competitive in the marketplace and provide a comprehensive total rewards package for team members. As a retailer, Signet is a destination employer for both full-time and part-time workers. All eligible team members, regardless of full-time or part-time status, are offered a portfolio of benefits including medical, dental, vision and life insurance, as well as wellness benefits. Discounts for pet, auto and home insurance have been added in the US based on team member priorities and interests. Signet expands its benefits each year to retain and attract top talent.

WeNearly ~~design~~90% ~~our~~of ~~benefit~~Signet’s ~~packages~~workforce tois belocated ~~competitive~~ in ~~the~~North ~~marketplace~~America, ~~and~~namely ~~provide~~the aUS ~~compelling~~and ~~package~~Canada. ~~for~~All US team members. Asare eligible to earn paid time off and can contribute to a ~~retailer~~401(k) plan, ~~Signet~~with is a ~~destination~~company ~~employer~~matching ~~for~~contribution ~~both~~formula ~~full-time~~that ~~and~~provides ~~part-time~~up ~~workers.~~to ~~All~~a US3% ~~team~~matching ~~members~~opportunity. In Fiscal 2025, ~~regardless~~Signet ofadded ~~full-time~~cancer orcounseling ~~part~~benefits and an at-~~time~~home ~~status,~~colon ~~are~~cancer ~~eligible~~screening ~~for~~program aat ~~menu~~no ofcost ~~benefits.~~to ~~All~~US team members ~~are~~covered ~~eligible~~under toour ~~earn~~health ~~paid~~plans. ~~time~~Additionally, ~~off~~Signet ~~and~~made ~~can~~our ~~contribute~~benefits topackage amore ~~401(k)~~appealing ~~Plan;~~to aretail ~~match~~workers isby ~~provided~~reducing ~~after~~the ~~one~~eligibility ~~year.~~waiting ~~Signet~~period ~~offers~~from ~~telemedicine~~90 ~~and~~days ~~Employee~~to ~~Assistance~~60 ~~Programs~~days ~~(EAP)~~for tonon-exempt ~~all~~ US team members. ~~Pet,~~In ~~auto~~Canada, ~~and~~Signet ~~home~~added ~~insurance~~fertility ~~discounts~~coverage ~~are available~~ to ~~all~~our ~~team~~health ~~members~~plan.

~~Part-Time~~Signet ~~Team~~offers ~~Members~~Employee Assistance Programs (EAP) to all US and international team members. The benefits package provided to Signet’s international team members vary by country.

In addition to the benefits mentioned above for all team members, Signet offers part-time team members Stride Health, a service to select health insurance in the private marketplace.

Full-Time Team Members

We provide our full-time team members with access to flexible and convenient medical benefits programs intended to meet their needs and the needs of their families. In Fiscal 2024, Signet introduced a buy-up medical plan as an option for both the standard PPO and HDHP programs. Signet also expanded coverage of its fertility programs to include coverage for all full-time team members of all genders and added WINFertility, a fertility program with concierge service designed to help team members navigate and maximize the fertility benefits included in the medical insurance. In Fiscal 2024, Signet added HingeHealth to provide virtual care for back and joint issues as well as Omada, a diabetes and hypertension management program. In addition to the benefits mentioned above for all full-time team members enrolled in the medical coverage, we offer dental and vision coverage, health savings accounts, flexible spending accounts, hospital indemnity, critical and accident insurance, short-term and long-term disability insurance, group term and voluntary life insurance for team members and their families. Signet provides health plan benefits and voluntary life insurance for same-sex domestic partners/spouses and LGBTQ team members. Signet provides transgender benefits in line with insurance program best practices. All full-time team members, regardless of gender, are eligible for paid parental leave benefits. In Fiscal 2024, Signet expanded its Bereavement Policy to include pregnancy loss and a more inclusive family member definition. All full-time team members, regardless of gender or enrollment in Signet’s medical plans, are eligible to receive reimbursement for adoption and surrogacy costs.

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Collective bargaining

We respect our employees' rights to organize and engage in bargaining in good faith to reach a collective agreement that meets team members’ needs. Our diamond polishing factory employees in Gaborone, Botswana are covered by a collective bargaining agreement (represents less than 1% of Signet’s total employees). None of our employees in the UK and North America are covered by collective bargaining agreements.

Board oversight

Signet’s Human Capital Management & Compensation (“~~HCM~~HCMC”) Committee plays an active role in overseeing our human capital management efforts. The full Board has worked closely with the executive management team, particularly the Chief People Officer, in helping shape the succession plans and leadership development agenda. Board oversight activities in this area include review of Chief Executive Officer (“CEO”) and executive officer succession planning, review of ~~diversity and other~~ employee metrics, employee experience, and review of the Company's employee engagement survey results. In addition to its compensation governance responsibilities, the ~~HCM~~HCMC Committee provides oversight on behalf of the Board to overall management of human capital including culture, ~~diversity, equity and~~ inclusion, executive compensation programs, benefits and well-being strategy, talent management (attraction, development, and retention), performance management, and succession planning. The scope of the HCM Committee underscores our focus on the quality, performance, retention and development of our team. Signet’s HCM Committee, in collaboration with the CCS Committee, oversees diversity, equity and inclusion, team member engagement and team member experience practices.

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compensation programs, benefits and well-being strategy, talent management (attraction, development, and retention), performance management, and succession planning. The scope of the HCMC Committee underscores our focus on the quality, performance, retention and development of our team. Signet’s HCMC Committee, in collaboration with the CCS Committee, oversees our culture of inclusion, team member engagement and team member experience practices.

MARKETS

Signet operates primarily in the US, Canada and UK markets.

Based on industry and transaction data from MasterCard Spending Pulse and market research company Circana, we estimate that the total US jewelry and watch market ~~declined~~was by$63 3%billion in ~~2023,~~calendar ~~from~~year ~~$65~~2024, ~~billion~~flat incompared to the prior year ~~to $63 billion in 2023~~. This implies a Signet jewelry and watch market share of 98.06%, a 7040 basis-points decline from the previous year. Since 2013, the industry average annual growth rate has been flat. ~~Around 85% of the market is represented by jewelry, with the balance being attributable to watches.~~ According to the latest data from the Jewelers Board of Trade, as of December ~~2023~~2024 there were approximately 17,~~600~~100 jewelry retail stores in the US, down approximately 23% from the prior year.

Canada

The average of the most recent Canada jewelry and watch market estimates published by Euromonitor in February ~~2024~~2025 and Statista in ~~January~~September 2024 was approximately $67.54 billion CAD (adjusted to exclude Quebec) in calendar year 2024, an estimated increase of 6approximately 3% from the previous year based on these sources. Since 2018, based on the average of the ~~of the~~ above sources, the industry annual growth rate has been 5%.

In the UK, the jewelry and watch market was ~~about~~approximately £6.7.5 billion in ~~2023~~calendar year 2024 based on the average of estimates published by Euromonitor in February ~~2024~~2025, Statista in ~~January~~September 2024 and Mintel in ~~August~~September ~~2022.~~2024, ~~This~~an ~~was~~estimated upincrease of approximately 62% ~~over~~from the ~~prior~~previous year based on these sources. Since ~~2018~~2020, based on the average of the ~~of the~~ above sources, the industry annual growth rate has been 29%.

TRADEMARKS AND TRADE NAMES

Signet is not dependent on any material patents or licenses in any of its segments. Signet has several well-established trademarks and trade names associated with its brands which are significant in maintaining its reputation and competitive position in the jewelry retailing industry. Some of these trademarks and trade names include the following:

•Kay®; Kay Jewelers®; Kay Jewelers Outlet®; Jared®; Jared The Galleria Of Jewelry®; Jared Vault®; Jared JewelersTM; Jared FoundryTM; Jared Atelier®; Every Kiss Begins with Kay®; Every ~~KissTM~~Kiss®; Celebrate Life Express ~~Love®~~LoveTM; Leo®; The Leo DiamondTM; ~~Hearts Desire®;~~ Chosen®; Ever Us®; James Allen®; ~~Long Live Love®; Love Brilliantly®;~~ Brilliant Moments®; ~~Closer Together®; Vibrant Shades®; Love’s Radiance Collection®; Forever Connected™;~~ Unstoppable Love®; Bold Reflections®; Vault Rewards®; Diamonds Direct®; Your Love. Our Passion.®; Rocksbox®; and Blue Nile®.

•Zales®; Zales ~~Jewelers™~~JewelersTM; Zales the Diamond Store®; Zales Outlet®; Gordon’s Jewelers®; Peoples Jewellers®; Peoples the Diamond Store®; Peoples Outlet the Diamond Store®; ~~Piercing Pagoda~~Banter®; Banter® by Piercing PagodaTM; Arctic Brilliance®; Arctic Brilliance Canadian Diamonds®; Celebration Diamond®; Celebration Ideal®; Celebration Infinite®; ~~Live for LoveTM;~~ The Celebration Diamond Collection®; ~~Endless~~and ~~Brilliance®;~~ Zales Private ~~Collection™; and Elegant Reflections®~~CollectionTM.

•H.Samuel®; Ernest Jones®; Ernest Jones The Outlet CollectionTM; Forever Diamonds®; Princessa Collection®; Secrets of the Sea®; It Feels Good To GiftTM; The Eternal Diamond – Cut From The Stars®; ~~H Samuel~~ Style to Make You ~~Smile®~~SmileTM; Celebrate Your Story®; and Origin by Ernest Jones®.

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SEASONALITY

Signet’s business is seasonal, with the fourth quarter historically accounting for approximately 35-40% of annual sales, as well as for a substantial portion of the annual operating ~~profit~~income and cash flows. The “Holiday Season” consists of results for the months of November and December, with December being the highest volume month of the year.

REGULATION

As a company with both US and international operations, we are required to comply with numerous laws and regulations in the jurisdictions in which we operate, covering areas such as consumer protection, consumer privacy, data protection, consumer credit, consumer credit insurance, health and safety, waste disposal, supply chain integrity, truth in advertising and employment. Signet monitors changes in these laws to maintain compliance with applicable requirements.

CLIMATE CHANGE

Signet recognizes that climate change poses a systemic risk to business operations.

Adverse effects of climate change, such as extreme weather events, particularly over a prolonged period, could negatively impact the Company’s business and results of operations if such conditions limit our consumers’ ability to access our stores, cause our consumers to limit discretionary spending, or disrupt our supply chains or distribution channels.

Adverse effects of climate change may increase the costs of diamond mining and diamond processing including cutting and polishing. Signet sources diamonds from around the world, and some locations may be more vulnerable to climate change than others. If the costs of natural diamonds increase, Signet may reallocate sourcing to lab-grown diamonds in line with customer preferences for cost and quality.16

~~Signet~~Table has put a governance structure in place to monitor climate-change risks and adjust business operations accordingly. Two Board-level committees at Signet are responsible for monitoring climate change risks: (1) the Audit Committee oversees risks across the Company; and (2) the CCS Committee oversees enterprise-wide policy regarding Signet’s 2030 CSGs, including Signet’s aspiration to decrease greenhouse gas emissions and the CCS Committee oversees opportunities and risks that may significantly impact the Company’s CSGs and ESG objectives and related initiatives. At the Company level, Signet’s Climate Action and Sustainability Committee is a cross-functional committee with leaders across Signet’s business operations with the mandate of improving Signet’s data disclosures on climate and monitoring the progress of Signet’s climate-related CSGs. Signet’s greenhouse gas emission data is published in our annual Corporate Citizenship and Sustainability report, which is available on the Company’s website, www.signetjewelers.com. Signet continuously improves business processes and systems required to disclose greenhouse gas emissions data with sufficient controls and assurances to satisfy statutory reporting requirements and applicable climate-related emissions reporting rules at the federal and state level.Contents

Adverse effects of climate change may increase the costs of diamond mining and diamond processing, including cutting and polishing. Signet sources diamonds from around the world, and some locations may be more vulnerable to climate change than others. If a subsequent supply of natural diamonds shortens with increased costs, Signet may re-evaluate its diamond assortment in line with customer preferences for cost and quality.

Signet has put a governance structure in place to monitor climate risks and adjust business operations accordingly. Two Board-level committees at Signet are responsible for monitoring climate risks: (1) the Audit Committee oversees all enterprise risks across the Company; and (2) the CCS Committee oversees enterprise-wide policy regarding Signet’s 2030 CSGs, including the Company plan to reduce greenhouse gas emissions, and provides management oversight for opportunities and risks that may significantly impact the Company’s sustainability objectives and related initiatives on business performance. At the Company level, Signet’s Climate Action and Sustainability Committee is a cross-functional management committee with senior leaders across Signet’s business operations that coordinates and facilitates improvements on climate-related data collection, analysis and disclosures. Signet’s greenhouse gas emission data is published in our annual Corporate Citizenship and Sustainability report, which is available on the Company’s website, www.signetjewelers.com. Signet continuously improves business processes and systems required to disclose greenhouse gas emissions data with sufficient controls and assurances to satisfy statutory reporting requirements and applicable climate-related emissions reporting rules at the federal and state level.

AVAILABLE INFORMATION

Signet files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. Such information, and amendments to reports previously filed or furnished, is available free of charge from the Company’s corporate website, www.signetjewelers.com, as soon as reasonably practicable after such materials are filed with or furnished to the SEC. The SEC also maintains an internet site at www.sec.gov that contains the Company’s filings.

ITEM 1A. RISK FACTORS

Risks Related to Global and Economic Conditions

WeMany ~~are unable to control many~~ of the factors affecting consumer spending are outside of our control, and a decline in consumer spending may unfavorably impact Signet’s future sales and earnings, particularly if such decline occurs during the Holiday Season.

Our financial performance is ~~highly~~somewhat dependent on US consumer confidence and the ~~health~~broader ofeconomic ~~the US economy~~environment. ~~Inflation,~~Overall changes in interest rates, reduced government stimulus, shifts in spending toward travel and experiences, and general US consumer confidence have each had an effect on our revenue and earnings. If there is further deterioration of the economic conditions in the US, Canada, UK, and Europe, orimpact ifour ~~the~~revenue ~~effects of inflation, interest rates, a recession,~~ and ~~reduced~~earnings. ~~government~~A ~~stimulus~~deterioration ~~programs~~in ~~further~~these ~~impact consumer spending~~conditions, ~~especially~~particularly in the mid-tier orand accessible luxury ~~point products~~segments, could further pressure our future sales and ~~earnings could be further adversely impacted~~profitability. ~~Conditions~~The ~~in the Eurozone have a significant impact on the~~ UK economy ~~even though the UK~~ is ~~not~~also ainfluenced ~~member~~by of the Eurozone, which ~~could~~may ~~adversely~~affect ~~impact~~our ~~trading in the~~ International segment, asand ~~well~~have asripple ~~adversely~~effects ~~impact~~on the US economy.

~~The~~Discretionary ~~success~~consumer ofspending ~~our~~is ~~operations~~influenced ~~depends~~by tonumerous afactors ~~significant~~including ~~extent~~but ~~upon~~not alimited ~~number of factors relating~~ to: ~~discretionary consumer spending. These include~~ economic conditions, ~~and perceptions of such conditions by consumers~~inflation, consumer confidence, ~~employment~~unemployment, ~~the level of consumers’~~ disposable income, ~~business conditions,~~ interest rates, ~~consumer~~ debt ~~and asset values~~levels, ~~availability of~~ credit ~~and~~availability, ~~levels of~~ taxation, ~~for~~changes ~~the~~in ~~economy~~government asstimulus ~~a whole~~ and inassistance ~~international~~programs, ~~regional~~shifts ~~and~~in ~~local~~discretionary ~~markets~~spending ~~where~~toward wetravel ~~operate~~and experiences. As our sales are highly seasonal, aadverse ~~change~~economic inshifts ~~any~~or ~~one~~changes ofin these ~~economic~~factors ~~conditions~~ during the Holiday Season could ~~have~~amplify annegative ~~increased~~impacts. ~~adverse~~While ~~impact~~we onserve a broad customer base, our mid-market store brands are more vulnerable to inflation and reductions in government stimulus than luxury jewelry retailers or even our own accessible luxury store brands.

18Consumer spending is also affected by factors beyond our control, including wage levels, merchandise demand trends, competitive retail activity, supply chain disruptions, rising costs of necessities, weather and natural disasters (including those linked to climate change), public health crises, geopolitical conflicts, and social unrest. These pressures could reduce store traffic, same-store sales, and average transaction values, while causing us to increase promotional activity, which would negatively affect margins and overall financial performance, particularly if prolonged.

Jewelry is a discretionary purchase often perceived as a luxury, making it sensitive to economic downturns and declines in disposable income. During recessions or periods of high unemployment, consumers tend to reduce discretionary spending. To address demand fluctuations, we have historically adjusted pricing and promotions, but such measures can pressure margins and earnings. Additionally, competition from other discretionary spending categories such as electronics, entertainment, and travel (especially during the Holiday Season) can further shift consumer priorities.

Rising inflation and increased operating costs including but not limited to materials, labor, fulfillment and advertising may negatively impact our business. If we are unable to adjust pricing to offset these cost increases without negatively impacting demand, profitability may decline. Sharp commodity cost increases may create a lag before they are reflected in retail prices, affecting margins. If sustained, these costs may require higher inventory funding or adjustments in product offerings, disrupting sales and liquidity.

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sales. While Signet has a broad-based customer demographic, our largest banners primarily operate in the mid-market for jewelry. A significant portion of customers that purchase products from our mid-market or value tiered banners have been and are likely to continue to be impacted more acutely by inflation and reductions in government stimulus than customers that shop at luxury jewelry retailers or even at our own accessible luxury banners. The termination of temporary benefits from State or Federal government stimulus programs - such as the US Supplemental Nutrition Assistance Program (SNAP), which occurred in February 2023, and the US student loan interest and payment forbearance, which terminated in the third quarter of Fiscal 2024 have had an effect on macroeconomic conditions and Signet’s business and the full extent of those effects are currently unknown, but such terminations and future termination of other government stimulus programs may further negatively impact consumer discretionary spending and our financial performance.

Consumer spending may be significantly affected by many factors outside of our control, including general economic conditions; consumer disposable income; consumer confidence; wage and unemployment levels; unexpected trends in merchandise demand; a decline in engagement or marriage rates in the regions in which we operate; significant competitive and promotional activity by other retailers; the availability, cost and level of consumer debt; inflationary pressures; the increase in general price levels; domestic and global supply chain issues; the costs of basic necessities and other goods; effects of weather and natural disasters, whether caused by climate change or otherwise; epidemics, contagious disease outbreaks, pandemics and other public health concerns, including those related to COVID-19 (including variants); or lockdowns of our stores, support centers or distribution centers due to governmental mandates, the Russia-Ukraine war or social unrest. Such decreases in consumer discretionary spending could result in a decrease in consumer traffic, same store sales, and average transaction values and could cause us to increase promotional activities, which would have a negative impact on our operating margins, all of which could negatively affect our business, results of operations, cash flows or stock price, particularly if consumer spending levels are depressed for a prolonged period of time. Furthermore, we believe government economic stimulus measures have had a positive impact on our sales and it is uncertain if or how long associated benefits may last.

Jewelry purchases are discretionary and are dependent on the above factors relating to discretionary consumer spending, particularly as jewelry is often perceived to be a luxury purchase. Consumer purchases of discretionary luxury items, such as our products, tend to decline during recessionary periods, periods of sustained high unemployment, or other times when disposable income is lower. Adverse changes in the economy and periods when discretionary spending by consumers may be under pressure have and could continue to unfavorably impact sales and earnings. We have responded in the past and may continue to respond in the future by increasing discounts or initiating marketing promotions to reduce excess inventory, which could also have a material adverse effect on our margins and operating results.

In addition, other retail categories and other forms of expenditure, such as electronics, entertainment and travel, also compete for consumers’ discretionary spending, particularly during the Holiday Season. Therefore, the price of jewelry relative to other products influences the proportion of consumers’ expenditures that are spent on jewelry. If the relative price of jewelry increases, or if our competitive position deteriorates, or if consumer spending shifts to more experience-oriented categories such as travel, concerts, and restaurants, our sales and operating profits would be adversely impacted.

An increase in general price levels (due to inflationary pressure, domestic and global supply chain issues or other macroeconomic factors) could also result in a shift in consumer demand away from jewelry and related services, which would adversely affect our sales and, at the same time, increase our operating costs including but not limited to materials, labor, fulfillment and advertising. We may not be able to adequately increase our prices over time at price points that consumers are willing to pay to offset such increased costs. An inability to increase retail prices to reflect higher commodity, labor, advertising and other operating costs, would result in lower profitability.

Particularly sharp increases in commodity costs may result in a time lag before increased commodity costs are fully reflected in retail prices or have an impact on our results of operations. As we use an average cost inventory methodology, volatility in our commodity costs may also result in a time lag before cost increases are reflected in retail prices. Further, even if price increases are implemented, there is no certainty that such increases will be sustainable or acceptable to consumers. These factors may cause decreases in gross and operating margins and earnings. In addition, any sustained increases in the cost of commodities could result in the need to fund a higher level of inventory or changes in the merchandise available to the customer, which could increase costs, disrupt our sales levels and negatively impact liquidity.

Any deterioration in consumers’ financial position, changes to the regulatory requirements regarding the granting of credit to customers or disruption in the availability of credit to customers could adversely impact the Company’s sales and earnings.

~~More~~Approximately ~~than 40~~43% of Signet’s sales in the US and Canada utilize third-party customer financing or payment programs, with the additional purchases being made in cash or using third-party bank cards. Any significant deterioration in general economic conditions, including a potential recession, or increase in consumer debt levels may inhibit consumers’ use of credit and decrease consumers’ ability to satisfy requirements for access to customer financing or payment options, which could in turn have an adverse effect on the Company’s sales.

19Additionally, the ability of Signet’s customers to obtain credit from our private label credit card providers and the terms of such credit depends on many factors, including continued arrangements with the parties providing the credit financing and compliance with applicable laws and regulations in the US and Canada, any of which may change from time to time. As discussed further in Note 11 to the consolidated financial statements in Item 8, Signet has outsourced its third-party credit programs, however, if any of those third-party credit providers were to terminate, Signet may need to enter into other arrangements with other third-parties. If Signet is unable to find other potential providers to supply a similar third-party credit program and alternative payment options, Signet’s ability to extend credit to customers could be impaired, which could have an adverse effect on our business.

~~Table~~Any new regulatory initiatives or investigations by federal or state authorities, including a potential cap on late fees or relating to the Company’s in-store credit practices, promotions, and payment protection products could impose additional costs and/or restrictions on credit practices of ~~Contents~~the North America segment, which could have an adverse effect on the conduct of Signet’s business.

satisfy requirements for access to customer financing or payment options, which could in turn have an adverse effect on the Company’s sales.

Additionally, the ability of Signet’s customers to obtain credit from our private label credit card providers and the terms of such credit depends on many factors, including continued arrangements with the parties providing the credit financing and compliance with applicable laws and regulations in the US and Canada, any of which may change from time to time. As discussed further in Note 12 to the consolidated financial statements in Item 8, Signet has outsourced its third-party credit programs, however, if any of those third-party credit providers were to terminate, Signet may need to enter into other arrangements with other third-parties. If Signet is unable to find other potential providers to supply a similar third-party credit program and alternative payment options, Signet’s ability to extend credit to customers could be impaired, which could have an adverse effect on Signet’s business.

Any new regulatory initiatives or investigations by the Consumer Financial Protection Bureau or other state authority, including a potential cap on late fees, relating to the Company’s in-store credit practices, promotions, and payment protection products could impose additional costs and/or restrictions on credit practices of the North America segment, which could have an adverse effect on the conduct of Signet’s business.

Because of the highly seasonal nature of Signet’s sales, any one of these factors that occurs during the Holiday Season would have an increased adverse impact.

~~Public~~New ~~health~~tariffs, ~~crisis~~trade ~~or disease outbreak~~embargoes, ~~epidemic~~sanctions or ~~pandemic,~~other ~~such~~restrictions ~~as COVID-19 had and could continue to have a significant adverse impact~~ on ~~our~~foreign ~~business~~trade, ~~and~~if ~~this~~imposed ~~outbreak,~~against asentire ~~well~~nations asor ~~other~~specific ~~public~~goods, ~~health~~supplies ~~crises~~ or ~~disease~~materials ~~outbreaks,~~that ~~epidemics~~the orCompany ~~pandemics~~imports, ~~has and~~ could ~~continue~~have toan ~~adversely~~adverse ~~impact~~effect ~~our~~on ~~business,~~the ~~financial~~Company’s ~~condition,~~ results of operations ~~and cash flows and could continue to exacerbate other risk factors~~.

AMany ~~public~~of ~~health~~the ~~crisis~~products orthat ~~disease~~the ~~outbreak~~Company sells, ~~epidemic~~including orjewelry, ~~pandemic~~watches, and cut and polished diamonds, are imported from foreign countries such as ~~COVID-19~~India, orChina, ~~the~~Botswana ~~threat~~and orothers. ~~fear~~Likewise, many of the supplies, materials and fixtures we purchase related to our products and stores are imported from foreign countries, such anas ~~event~~China, Canada and others. Government officials in the US, Canada and UK have from time-to-time placed tariffs on goods and materials that the Company imports, particularly from China. Recently, the global macroeconomic environment has ~~adversely~~been ~~impacted~~negatively affected by increased US trade tariffs and ~~could~~trade disputes between the US, China and other countries, which have caused, and are likely to continue to ~~adversely~~cause, ~~impact~~uncertainty ~~our~~and ~~business~~instability in local economies and in global financial markets. ~~COVID-19~~Since ~~significantly~~February ~~impacted~~1, ~~consumer~~2025, ~~traffic~~President Trump announced a number of new tariffs on imports from Canada, Mexico and ~~our~~China ~~retail~~as ~~sales~~well ~~during~~as ~~Fiscal~~tariffs ~~2021.~~on ~~Our~~imports ~~business~~of ~~may~~steel beand ~~further~~aluminum. ~~impacted~~These additional tariffs, if ~~the~~continued, ~~economy~~as ~~deteriorates~~well ~~due~~as toany ~~the~~retaliation ~~long-term~~by ~~effects~~those ofgovernments ~~COVID-19~~against ~~pandemic~~such tariffs or ~~other~~policies, ~~disease~~have introduced significant uncertainty into the market.

The ~~long-term~~escalation ~~impacts~~ of ~~the~~trade ~~social,~~tensions ~~economic,~~has had and ~~financial~~could ~~disruptions~~continue ~~caused~~to byhave ~~the~~a ~~COVID-19~~significant, ~~pandemic~~adverse ~~and~~effect ~~the~~on ~~government~~world ~~responses~~trade toand ~~such~~the ~~disruptions~~world ~~are unknown~~economy. ~~Previous~~While ~~COVID-19~~the ~~restrictions~~Company ~~caused~~does ~~disruptions~~not inbelieve ~~the~~that ~~number~~tariffs ofwill ~~people~~materially ~~that~~impact ~~were~~its ~~forming~~business, ~~new~~the ~~intimate~~imposition ~~relationships.~~of ~~The~~additional ~~effect~~or ofincreased ~~that~~tariffs ~~disruption~~on ~~began~~jewelry toor ~~negatively~~other ~~impact~~supplies ~~sales~~and ofmaterials ~~engagement~~that ~~rings~~the inCompany ~~Fiscal~~imports ~~2023~~from ~~and~~China isor ~~expected~~other tocountries, ~~continue~~or tothe ~~affect~~Company’s ~~those~~inability ~~sales~~to ~~through~~successfully atmanage ~~least~~inventory ~~the~~from ~~fourth~~such ~~quarter~~countries, ofcould ~~Fiscal~~require ~~2025.~~the ~~The~~Company ~~ultimate~~to ~~duration~~increase ofprices ~~this~~to ~~effect~~its oncustomers ~~engagements~~or, inif ~~unknown~~unable ~~and~~to ~~could~~do ~~cause~~so, ~~unexpected~~result ~~changes~~in tolowering ~~consumer~~its ~~trends~~gross inmargin ~~the~~on ~~long~~products ~~term~~sold.

ToIn ~~the~~addition, ~~extent~~if ~~that~~taxes, ~~COVID-19~~trade ~~has~~embargoes, ~~affected~~sanctions ~~and~~or ~~continues~~other torestrictions ~~adversely~~on ~~affect~~foreign trade are imposed by the US, ~~and~~UK ~~global~~or ~~economy,~~Canada ~~our~~on ~~business~~goods, ~~results~~supplies ofor ~~operations,~~materials ~~cash~~that ~~flows,~~the orCompany ~~financial~~imports ~~condition~~from foreign countries, itthe ~~has~~Company’s ~~heightened,~~ability to obtain the finished goods and ~~may~~commodities ~~continue~~it tosells ~~heighten,~~at ~~other~~retail ~~risks~~could ~~described~~be ~~herein~~adversely impacted.

APublic ~~reduction~~health incrisis ~~traffic~~or todisease outbreak, epidemic or ~~the~~pandemic, ~~closing~~such ~~of,~~as ~~the~~COVID-19 ~~other~~have ~~destination~~had ~~retailers~~and incould ~~the~~continue ~~shopping~~to ~~areas~~have ~~where~~a significant adverse impact on our ~~stores~~business, ~~are~~and ~~located~~this ~~could~~outbreak, ~~significantly~~as ~~reduce~~well ~~our~~as ~~sales~~other ~~and~~public ~~leave~~health uscrises ~~with~~or ~~excess~~disease ~~inventory~~outbreaks, ~~which~~epidemics ~~could~~or ~~have~~pandemics, ahas ~~material~~and ~~adverse~~could ~~effect~~continue onto adversely impact our business, financial condition, ~~profitability,~~results of operations and cash flows and could continue to exacerbate other risk factors.

~~Many~~A ~~Signet~~public ~~stores~~health ~~are~~crisis ~~located~~or ~~within~~disease ~~shopping~~outbreak, ~~malls~~epidemic or ~~shopping~~pandemic, ~~centers and benefit from heavy consumer traffic in~~ such ~~locations. Due to the increase in online shopping~~ as ~~well as~~ COVID-19, ~~there~~or ~~has~~the ~~been~~threat aor ~~substantial~~fear ~~decline~~of insuch ~~shopping~~an ~~mall~~event, ~~and~~could ~~shopping~~adversely ~~center~~impact ~~traffic~~our business. IfCOVID-19 ~~the~~significantly ~~Company~~impacted ~~does~~consumer ~~not~~traffic ~~focus its locations in attractive areas~~ and~~/or~~ ~~increase~~our ~~its~~retail ~~online~~ sales, ~~this~~during ~~trend~~Fiscal ~~away~~2021, ~~from shopping mall~~ and ~~shopping~~had ~~center~~long-term ~~purchases~~impacts ~~could~~on ~~adversely~~consumer ~~impact~~shopping ~~Signet’s~~habits ~~operations~~ and ~~financial condition~~trends. AsOur ~~Signet~~business ~~tests~~may ~~and~~be ~~develops~~further ~~new~~impacted ~~types~~if ofthe ~~store~~economy ~~locations~~deteriorates ~~and~~due ~~designs,~~to ~~there~~the islong-term noeffects ~~certainty~~of asCOVID-19 topandemic ~~their~~or ~~success~~other disease.

~~Additionally,~~Previous ~~because~~COVID-19 ~~many~~restrictions ~~Signet~~caused ~~stores~~disruptions ~~are located within shopping malls or shopping centers, our sales are derived,~~ in ~~part, from~~ the ~~volume~~number of ~~traffic~~people ~~generated~~that bywere ~~the~~forming ~~other~~new ~~destination~~intimate ~~retailers and the anchor stores in the malls and shopping centers where our stores are located~~relationships. ~~Customer~~The ~~traffic~~effect ~~to these shopping areas may be adversely affected by the closing~~ of ~~such~~that ~~destination~~disruption ~~retailers~~began ~~or anchor stores, or by a reduction in traffic~~ to ~~such~~negatively ~~stores~~impact ~~resulting~~sales ~~from a regional or global economic downturn, an outbreak~~ of ~~flu~~engagement orrings ~~other viruses, a general downturn~~ in ~~the~~Fiscal ~~local~~2023 ~~area where our store is located, or a decline in the desirability of the shopping environment of a particular mall or shopping center. Such a reduction in customer traffic would reduce our sales~~ and ~~leave~~continues us with excess inventory, which could have a material adverse effect on our business, financial condition, profitability, and cash flows. We may respond by increasing markdowns, initiating marketing promotions, or transferring product to ~~other~~affect ~~stores~~sales to ~~reduce~~date. ~~excess~~The ~~inventory, which would further decrease our gross profits and net income.~~

2018

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ultimate duration of this effect on engagements in unknown. A temporary or permanent change to consumer trends, such as attitudinal shift away from the cultural custom of expressing commitments through engagements and weddings, would have serious negative impacts to the performance of our bridal categories, which currently represent approximately half of our annual sales.

To the extent that COVID-19 has affected and continues to adversely affect the US and global economy, our business, results of operations, cash flows, or financial condition, it has heightened, and may continue to heighten, other risks described herein.

A reduction in traffic to shopping malls or centers, including the closing of other destination retailers in the shopping areas where our stores are located, could significantly reduce our sales and leave us with excess inventory, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

Many Signet stores are located within shopping malls or shopping centers and benefit from heavy consumer traffic in such locations. Due to the increase in online shopping, there has been a substantial decline in shopping mall and shopping center traffic. If the Company does not focus its locations in attractive areas and/or increase its online sales, this trend away from shopping mall and shopping center purchases could adversely impact Signet’s operations and financial condition. As Signet tests and develops new types of store locations and designs, there is no certainty as to their success.

Additionally, because many Signet stores are located within shopping malls or shopping centers, our sales are derived, in part, from the volume of traffic generated by the other destination retailers and the anchor stores in the malls and shopping centers where our stores are located. Customer traffic to these shopping areas may be adversely affected by the closing of such destination retailers or anchor stores, or by a reduction in traffic to such stores resulting from a regional or global economic downturn, an outbreak of flu or other viruses, increased crime, a general downturn in the local area where our store is located, or a decline in the desirability of the shopping environment of a particular mall or shopping center. Such a reduction in customer traffic would reduce our sales and leave us with excess inventory, which could have a material adverse effect on our business, financial condition, profitability, and cash flows. We may respond by increasing markdowns, initiating marketing promotions, or transferring product to other stores to reduce excess inventory, which would further decrease our gross profits and net income.

Fluctuations in foreign exchange rates could adversely impact the Company’s results of operations and financial condition.

Signet ~~publishes~~prepares its consolidated ~~annual~~ financial statements in US dollars. At February 31, ~~2024~~2025, Signet held approximately 91% of its total assets in entities whose functional currency is the US dollar and generated approximately 91% of its sales in US dollars for the fiscal year then ended. All the remaining assets and sales are primarily in British pounds and Canadian dollars. Therefore, the Company’s results of operations and balance sheet are subject to fluctuations in the exchange rates between the US dollar and both the British pound and Canadian dollar. Accordingly, any decrease in the weighted average value of the British pound or Canadian dollar against the US dollar would decrease reported sales and operating income.

The monthly average exchange rates are used to prepare the statements of operations and are calculated based on the daily exchange rates experienced by the International segment and the Canadian subsidiaries of the North America segment in the fiscal month. If British pounds or Canadian dollars are held or used to fund the cash flow requirements of the business, any decrease in the weighted average value of the British pound or Canadian dollar against the US dollar would reduce the amount of cash and cash equivalents.

Signet uses foreign currency derivative instruments to hedge certain exposures to currency exchange rate risks. Market conditions, particularly in the UK and Canada could result in significant volatility in currency exchange rate fluctuations and increase Signet’s exposure to foreign currency ~~rate~~ exchange rate risks and reduce its ability to effectively use certain derivative instruments to hedge risks. In addition, the prices of certain materials and products bought on the international markets by Signet are denominated in foreign currencies. As a result, Signet has exposures to exchange rate fluctuations on its cost of goods sold, as well as volatility of input prices if foreign manufacturers and suppliers are impacted by exchange rate fluctuations.

Our future results of operations may be adversely affected by input cost inflation.

Many aspects of our business have been, and may continue to be, directly affected by volatile commodity costs and other inflationary pressures. Commodities, such as diamonds and precious metals, are subject to price volatility which can be caused by commodity market fluctuations, changes in currency exchange rates, imbalances between supply and demand, and government programs and tariffs, policies and sanctions among other factors. Volatile fuel costs translate into unpredictable costs for the products and services we receive from our third-party providers. While we seek to offset increased input costs with a combination of price increases to our customers, purchasing strategies, cost savings initiatives and operating efficiencies, we may be unable to fully offset our increased costs or unable to do so in a timely manner. If we are unable to fully offset such cost increases, our financial results could be materially adversely affected.

~~Signet’s business could be adversely affected by extreme weather conditions, natural disasters, or terrorism and acts of war.~~19

Extreme weather conditions in the areas in which the Company’s stores are located negatively impacted sales in the fourth quarter of Fiscal 2023 and could negatively affect the Company’s business and results of operations in the future. For example, frequent or unusually heavy snowfall, ice storms, or other extreme weather conditions, whether as a result of climate change or otherwise, over a prolonged period could make it difficult for the Company’s salesforce or customers to travel to its stores and thereby reduce the Company’s sales and profitability, particularly if such events occur during the Company’s Holiday Season. In addition, natural disasters such as hurricanes, tornadoes, earthquakes, or wildfires, or a combination of these or other factors, could damage or destroy the Company’s facilities or make it difficult for the salesforce or customers to travel to its stores, thereby negatively affecting the Company’s business and results of operations.

Terrorism, armed conflict, and acts of war (or the expectation of such events), both in the US and abroad, could also have a significant impact on Signet’s business and the worldwide economy. At times throughout the past several years, volatile geopolitical conditions have impacted the financial markets. Significant market volatility, and government actions taken in response, may exacerbate some of the risks we face. Conflicts abroad could cause decreased demand for the Company’s products as consumers’ attention and interests are diverted from jewelry and become focused on issues relating to these events. For instance, the Russia-Ukraine conflict has adversely impacted and could continue to adversely impact, among other things, certain of the Company’s local markets and suppliers, global and local macroeconomic conditions, foreign exchange rates and financial markets, raw material, energy and transportation costs, and cause further supply chain disruptions. In addition, Signet operates quality control and technology centers in Israel. The recent Israel-Hamas conflict could cause a disruption to Signet’s operations including, but not limited to, delays in product quality certification, failure to maintain or timely update the eCommerce platform for its digital banners or impact its supply chain with vendors located in the Middle East. An inability to receive products after quality control, shortages of products or difficulties in procuring Signet’s products, or a disruption or shutdown of its digital banner websites, among others, may adversely impact its ability to commercialize, manufacture or market its products in a timely manner, any of which could have an adverse effect on Signet’s results of operations. Furthermore, there have been travel advisories imposed related to travel to Israel, and restriction on travel, or delays and disruptions as related to imports and exports may be imposed in the future. Volatile geopolitical conditions give rise to regional instability and may result in heightened economic sanctions from the US and the international community in a manner that

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~~adversely affects~~ Signet’s business ~~and~~could ~~may~~be ~~impact~~adversely ~~its~~affected ~~ability~~by toextreme ~~manufacture~~weather ~~and ship its merchandise for sale to customers. Given that Signet’s control over such issues~~conditions, ~~including~~natural ~~both weather~~ disasters ~~and large-scale violence~~, isor ~~extremely~~terrorism ~~limited,~~and ~~the~~acts ~~Company may not have the ability to mitigate the impacts~~ of ~~such occurrences on its business and operations~~war.

Extreme weather conditions in the areas in which the Company’s stores are located have negatively impacted sales in the past and could negatively affect the Company’s business and results of operations in the future. For example, frequent or unusually heavy snowfall, ice storms, or other extreme weather conditions, whether as a result of climate change or otherwise, over a prolonged period could make it difficult for the Company’s salesforce or customers to travel to its stores and thereby reduce the Company’s sales and profitability, particularly if such events occur during the Company’s Holiday Season. In addition, natural disasters such as hurricanes, tornadoes, earthquakes, or wildfires, or a combination of these or other factors, could damage or destroy the Company’s facilities or make it difficult for the salesforce or customers to travel to its stores, thereby negatively affecting the Company’s business and results of operations.

Terrorism, armed conflict, and acts of war (or the expectation of such events), both in the US and abroad, could also have a significant impact on Signet’s business and the worldwide economy. At times throughout the past several years, volatile geopolitical conditions have impacted the financial markets. Significant market volatility, and government actions taken in response, may exacerbate some of the risks we face. Conflicts abroad could cause decreased demand for the Company’s products as consumers’ attention and interests are diverted from jewelry and become focused on issues relating to these events. For instance, the Russia-Ukraine conflict has adversely impacted and could continue to adversely impact, among other things, certain of the Company’s local markets and suppliers, global and local macroeconomic conditions, foreign exchange rates and financial markets, raw material, energy and transportation costs, and cause further supply chain disruptions. In addition, Signet operates quality control and technology centers in Israel. The recent Middle East conflicts could cause a disruption to Signet’s operations including, but not limited to, delays in product quality certification, failure to maintain or timely update the eCommerce platform for its Digital brands or impact its supply chain with vendors located in the Middle East. An inability to receive products after quality control, shortages of products or difficulties in procuring Signet’s products, or a disruption or shutdown of its digital brand websites, among others, may adversely impact its ability to commercialize, manufacture or market its products in a timely manner, any of which could have an adverse effect on Signet’s results of operations. Furthermore, there have been travel advisories imposed related to travel to Israel, and restriction on travel, or delays and disruptions as related to imports and exports may be imposed in the future. Volatile geopolitical conditions give rise to regional instability and may result in heightened economic sanctions from the US and the international community in a manner that adversely affects Signet’s business and may impact its ability to manufacture and ship its merchandise for sale to customers. Given that Signet’s control over such issues, including both weather disasters and large-scale violence, is extremely limited, the Company may not have the ability to mitigate the impacts of such occurrences on its business and operations.

Risks Related to Our Operations and Seasonality

Fluctuations in the pricing and availability of commodities, particularly polished diamonds and gold, which account for the majority of Signet’s merchandise costs, could adversely impact its earnings, inventory valuations and cash availability.

The jewelry industry generally is affected by fluctuations in the price and supply of natural and lab-~~created~~grown diamonds, gold and, to a lesser extent, other precious and semi-precious metals and stones.

The mining, production and inventory policies followed by major producers of rough diamonds can have a significant impact on natural and lab-~~created~~grown diamond prices and demand, as can the inventory and buying patterns of jewelry retailers and other parties in the supply chain. The demand for natural and lab-~~created~~grown diamonds is uncertain and could decrease, which would have an adverse impact on the Company.

The availability of natural diamonds is significantly influenced by the political ~~situation~~environment in diamond producing countries and by the Kimberley Process, an inter-governmental agreement for the international trading of rough diamonds. Until acceptable alternative sources of diamonds can be developed, any sustained interruption in the supply of natural diamonds from significant producing countries, or to the trading in rough and polished diamonds which could occur as a result of disruption to the Kimberley Process, could adversely affect Signet, as well as the retail jewelry market as a whole. In addition, the current Kimberley Process decision-making procedure is dependent on reaching a consensus among member governments, which can result in ~~the~~a protracted resolution of issues, and there is little expectation of significant reform over the long- term. The impact of this review process on the supply of natural diamonds, and consumers’ perception of the diamond supply chain, is unknown. In addition to the Kimberley Process, the supply of diamonds to the US is also impacted by governmental trade sanctions, such as those imposed on Zimbabwe and Russia.

The possibility of constraints in the supply of natural or lab-~~created~~grown diamonds of a size and quality Signet requires to meet its merchandising requirements may result in changes in Signet’s supply chain practices, including for example its rough sourcing operation. In addition, Signet may from time to time choose to hold more inventory, purchase raw materials at an earlier stage in the supply chain or enter into commercial agreements of a nature that it currently does not use. Such actions could require the investment ~~of cash and/or additional management skills. Such actions may not resolve supply constraints or result in the expected returns and other projected benefits anticipated by management.~~

While jewelry manufacturing is the major final demand for gold, management believes that the cost of gold is predominantly impacted by investment transactions, which have resulted in significant volatility of gold prices in recent years. Signet’s cost of merchandise and potentially its earnings may be adversely impacted by investment market considerations that cause the price of gold to significantly escalate.20

An inability to increase retail prices to reflect higher commodity costs would result in lower profitability. Particularly sharp increases in commodity costs may result in a time lag before increased commodity costs are fully reflected in retail prices. As Signet uses an average cost inventory methodology, volatility in its commodity costs may also result in a time lag before cost increases are reflected in retail prices. Further, even if price increases are implemented, there is no certainty that such increases will be sustainable. These factors may cause decreases in gross margins and earnings. In addition, any sustained increases in the cost of commodities could result in the need to fund a higher level of inventory or changes in the merchandise available to the customer, which could increase costs and disrupt Signet’s sales levels.

Lab-created diamonds are a meaningful portion of sales and inventory for Signet and the jewelry industry, and declining costs and retail prices could impact operating results and disappoint consumers.

A material increase in the supply of gem quality lab-created diamonds, combined with a material increase in consumer acceptance and demand thereof, has impacted and could continue to impact the cost and retail pricing of lab-created and natural diamonds. Signet is a leading retailer of lab-created diamonds and over the past several years the portion of our inventory, revenue and operating margin related to lab-created diamonds has been increasing along with consumer demand and acceptance. In Fiscal 2024, approximately 12% of Signet’s merchandise sales were products containing lab-created diamonds. The costs of lab-created diamonds have been declining over the past several years as more supply from producers becomes available. The increased supply and lower costs have and may continue to drive down retail prices of lab-created diamonds, particularly those without specialty designs, cuts and brands, which may have a negative impact on our revenue, merchandise margins and operating results. Further, as retail prices of lab-created diamonds decline, consumers who purchased lab-created diamonds at higher prices may become disappointed in the relative value of their purchase which could negatively impact the reputation of Signet and the jewelry industry.

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~~Alrosa,~~of acash ~~Russian diamond mining~~ and/or ~~distribution~~additional ~~company,~~management ~~supplies~~skills. ~~more~~Such ~~than~~actions ~~30%~~may ofnot ~~the~~resolve ~~world’s~~supply ~~diamonds.~~constraints ~~Sanctions against them specifically~~ or ~~the~~result ~~Russian~~in ~~Oligarchs by~~ the USexpected ~~government~~returns orand other ~~governments~~projected ~~may~~benefits ~~severely~~anticipated ~~limit~~by ~~the supply of diamonds in the world~~management.

~~The~~While ~~world’s~~jewelry ~~sources~~manufacturing ofis ~~rough diamonds are highly concentrated in a limited number of countries. Varying degrees of political and economic risk exist in these countries. As a consequence,~~ the ~~diamond~~major ~~business~~final isdemand ~~subject~~for ~~to various sovereign risks beyond Signet’s control~~gold, ~~such~~management asbelieves ~~changes~~that ~~in laws and policies affecting foreign trade and investment. In addition, Signet is subject to various political and economic risks, including~~ the ~~instability~~cost of ~~foreign~~gold ~~economies~~is ~~and~~predominantly ~~governments,~~impacted ~~labor~~by ~~disputes,~~investment ~~war and civil disturbances and other risks that could cause production difficulties or stoppages~~transactions, ~~restrict~~which ~~the~~have ~~movement~~resulted ~~of inventory or result~~ in ~~the~~significant ~~deprivation~~volatility ~~or loss~~ of ~~contract~~gold ~~rights~~prices orin ~~the~~recent ~~taking of property by nationalization or expropriation without fair compensation~~years. Signet’s ~~direct~~cost ~~purchases~~of ~~from~~merchandise ~~Alrosa~~ and ~~its~~potentially ~~sourcing arrangement in Russia ceased in February 2022 and did not represent a significant part of~~ its ~~operations.~~earnings ~~However,~~may ~~any~~be ~~interruption~~adversely inimpacted ~~the~~by ~~total~~investment market ~~supply~~considerations ofthat ~~diamonds~~cause ~~due to~~ the ~~ongoing~~price ~~Russia-Ukraine conflict or domestic or foreign government sanctions against Alrosa or Russian diamonds may impact the ability~~ of ~~Signet’s~~gold ~~suppliers~~ to ~~provide~~remain ~~Signet~~high ~~with responsibly sourced diamonds that were mined by other companies~~ or inescalate ~~other countries. Beginning in March of Fiscal 2025, leaders of the G7 nations intend to phase-in~~ further ~~import restrictions against not only direct purchases of diamonds mined in Russia but also indirect purchases of diamonds mined in Russia (e~~.g. diamonds that were mined in Russia but then cut and polished in other countries). Any significant disruption of Signet’s sources of supply, or restriction of inventory movement could have a material adverse effect on Signet’s results of operations or cash flows.

An inability to increase retail prices to reflect higher commodity costs would result in lower profitability. Particularly sharp increases in commodity costs may result in a time lag before increased commodity costs are fully reflected in retail prices. Because Signet uses an average cost inventory methodology, volatility in commodity costs may also result in a time lag before cost increases are reflected in merchandise margins or require retail price changes. Further, even if price increases are implemented, there is no certainty that such increases will be sustainable or accepted by customers. These factors may cause decreases in gross margins and earnings. In addition, any sustained increases in the cost of commodities could result in the need to fund a higher level of inventory or changes in the merchandise available to the customer, which could increase costs and disrupt Signet’s sales levels.

Lab-grown diamonds are a meaningful portion of sales and inventory for Signet and the jewelry industry, and declining costs and retail prices could impact operating results and cause consumer dissatisfaction.

A material increase in the supply of gem quality lab-grown diamonds, combined with a material increase in consumer acceptance and demand thereof, has impacted and could continue to impact the cost and retail pricing of lab-grown and natural diamonds. Signet is a leading retailer of lab-grown diamonds and over the past several years the portion of our inventory, revenue and operating margin related to lab-grown diamonds has been increasing along with consumer demand and acceptance. In Fiscal 2025, approximately 17% of Signet’s merchandise sales were products containing lab-grown diamonds. The costs of lab-grown diamonds have been declining over the past several years as more supply from producers becomes available. The increased supply and lower costs have and may continue to drive down retail prices of lab-grown diamonds, particularly those without specialty designs, cuts and brands, which may have a negative impact on our revenue, merchandise margins and operating results. Further, as retail prices of lab-grown diamonds decline, consumers who purchased lab-grown diamonds at higher prices may become disappointed in the relative value of their purchase which could negatively impact the reputation of Signet and the jewelry industry.

Alrosa, a Russian diamond mining and distribution company, supplies more than 30% of the world’s diamonds. Sanctions against Alrosa specifically or the Russian Oligarchs by the US government or other governments have limited and may further limit the supply of diamonds in the world.

The world’s sources of rough diamonds are highly concentrated in a limited number of countries. Varying degrees of political and economic risk exist in these countries. As a consequence, the diamond business is subject to various sovereign risks beyond Signet’s control, such as changes in laws and policies affecting foreign trade and investment. In addition, Signet is subject to various political and economic risks, including the instability of foreign economies and governments, labor disputes, war and civil disturbances and other risks that could cause production difficulties or stoppages, restrict the movement of inventory or result in the deprivation or loss of contract rights or the taking of property by nationalization or expropriation without fair compensation. Signet’s direct purchases from Alrosa and its sourcing arrangement in Russia ceased in February 2022 and did not represent a significant part of its operations. However, any further interruption in the total market supply of diamonds due to the ongoing Russia-Ukraine conflict or domestic or foreign government sanctions against Alrosa or Russian diamonds may impact the ability of Signet’s suppliers to provide Signet with responsibly sourced diamonds that were mined by other companies or in other countries. Beginning in March of 2024, leaders of the G7 nations intend to phase-in further import restrictions against not only direct purchases of diamonds mined in Russia but also indirect purchases of diamonds mined in Russia (e.g. diamonds that were mined in Russia but then cut and polished in other countries). Any significant disruption of Signet’s sources of supply, or restriction of inventory movement could have a material adverse effect on Signet’s results of operations or cash flows.

Signet may voluntarily disclose, or pursuant to the Dodd Frank Act and SEC rules must file public disclosures regarding the country of origin of certain supplies and materials, which could damage Signet’s reputation or impact the Company’s ability to obtain merchandise if customers or other stakeholders react negatively to Signet’s disclosures.

In August 2012, the SEC, pursuant to the Dodd-Frank Act, issued final rules, which require annual disclosure and reporting on the source and use of certain minerals, including gold, from the Democratic Republic of Congo and adjoining countries. The gold supply chain is complex and, while management believes that the rules currently cover less than 1% of annual worldwide gold production, the final rules require Signet (and other affected companies that file with the SEC) to make specified country of origin inquiries of Signet’s suppliers, and otherwise to exercise reasonable due diligence in determining the country of origin and certain other information relating to any of the statutorily designated minerals (gold, tin, tantalum and tungsten), that are used in products sold by Signet in the US and elsewhere.

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There may be reputational risks associated with the potential negative response of Signet’s customers and other stakeholders to future disclosures by Signet in the event that, due to the complexity of the global supply chain, Signet is unable to sufficiently verify the origin of the relevant commodities. Also, if future responses to verification requests by suppliers of any of the materials used in Signet’s products are inadequate or adverse, Signet’s ability to obtain merchandise may be impaired and its compliance costs may increase. It is possible that other minerals, such as diamonds as noted above, could be subject to similar disclosure requirements or rules in the future.

Signet’s sales, operating income, cash and inventory levels fluctuate on a seasonal basis.

Signet’s business is highly seasonal, with a significant proportion of its sales and operating profit generated during its fourth quarter, which includes the Holiday Season. Management expects Signet to continue to experience a seasonal fluctuation in its sales and earnings. Therefore, there is limited ability for Signet to compensate for shortfalls in fourth quarter sales or earnings by changes in its operations and strategies in other quarters, or to recover from any extensive disruption, for example, due to sudden adverse changes in consumer confidence, consumer spending ability, economic conditions, unexpected trends in merchandise demand, significant competitive and promotional activity by other retailers, inclement weather conditions having an impact on a significant number of stores, especially in the last few days immediately before Christmas Day, ~~such as Winter Storm Elliott that impacted stores in December 2022,~~ or disruption to warehousing and store replenishment systems. Additionally, in anticipation of increased sales activity in the Holiday Season, Signet incurs certain significant incremental expenses prior to and during peak selling seasons, including advertising and costs associated with hiring a substantial number of temporary employees to supplement the Company’s existing workforce. A significant shortfall in results for the fourth quarter of any fiscal year would therefore be expected to have a material adverse effect on the annual results of operations and cash flows, as well as ~~cash and~~ inventory levels. Disruption at lesser peaks in sales at Valentine’s Day and Mother’s Day would also be expected to adversely impact the results.

Failure to manage inventory levels or to obtain merchandise that customers wish to purchase on a timely basis could have a materially adverse impact on sales and earnings.

In order to operate its business successfully, Signet must maintain sufficient inventory levels. This requires forecasting, especially in the case of the Holiday Season, and a balance between meeting customer demand and avoiding accumulating excess inventory. If management misjudges expected customer demand, fails to identify changes in customer demand, or its supply chain does not respond in a timely manner, a shortage of merchandise or an accumulation of excess inventory could occur, which could adversely impact Signet’s results.

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management misjudges expected customer demand, fails to identify changes in customer demand, or its supply chain does not respond in a timely manner, a shortage of merchandise or an accumulation of excess inventory could occur, which could adversely impact Signet’s results.

Other factors that could affect the Company’s inventory management and planning team’s ability to accurately forecast customer demand for its products include:

•a substantial increase or decrease in demand for products of Signet’s competitors;

•failure to accurately forecast trends and customer acceptance for new products;

•new product introductions, promotions or pricing strategies by competitors, particularly during holiday periods;

•changes in the Company’s product offerings including seasonal items and the Company’s ability to replenish these items in a timely manner;

•changes to the Company’s overall seasonal promotional cadence and the number and timing of promotional events and clearance sales;

•more limited historical store sales information for stores in newer markets;

•weakening of economic conditions or consumer confidence in the future, which could reduce demand for discretionary items, such as jewelry; and

•acts or threats of war, or terrorism or epidemics, which could adversely affect consumer confidence and spending or interrupt production and distribution of Signet’s products and raw materials.

If the Company is unable to forecast demand accurately, it may encounter difficulties in filling customer orders or in liquidating excess inventory at discount prices and may experience significant write-offs and customers could opt to purchase jewelry from a competitor. These outcomes could have a material adverse effect on the Company’s brand image, sales, gross margins, cash flow, competitive advantage and profitability.

Any difficulty or delay in executing or integrating an acquisition, a business combination or a major business or strategic initiative could have a material adverse impact on expected returns and other projected benefits from such an exercise.

We have recently made acquisitions of Diamonds Direct and Blue Nile in Fiscal 2022 and Fiscal 2023, respectively, and we may continue to make acquisitions in the future based on available opportunities in the market. All acquisitions, including these, involve numerous inherent challenges, such as our ability to properly evaluate acquisition opportunities and risks during diligence and our ability to balance resource constraints as we begin to integrate an acquired company into our existing business. Other risks and uncertainties related to our acquisitions include: failing to meet sales and profitability expectations; delayed or unrealized costs savings or synergy opportunities; unknown and underestimated liabilities; and difficulties integrating operations, personnel, financial systems and technology systems. Similarly, the acquisition of companies with operating margins lower than ours may cause a lower operating margin for Signet as a whole. Further, our ability to retain key employees of an acquired company, maintain pre-acquisition cultural dynamics and team morale, and foster the entrepreneurial spirit of an acquired company, particularly while implementing policies, procedures and compliance measures we require, may impact our ability to successfully integrate an acquisition. A significant transaction could also disrupt the operation of our current activities and divert significant management time and resources. If we are unable to execute or integrate an acquisition, major business or strategic initiative or a transformation plan, this could have a significant adverse effect on our results of operations. Our current borrowing agreements place certain limited constraints on our ability to make an acquisition, and future borrowing agreements could place tighter constraints on such actions.

Likewise, there is always the potential for difficulty or delay in execution of a strategic initiative including our direct diamond sourcing capabilities, or a strategic plan, such as our Inspiring Brilliance plan, that may prevent us from realizing expected returns and other projected benefits from such exercises during the anticipated timeframe or at all. The long-term growth of our business depends on the successful execution of our evolving business and strategic initiatives. Any number of factors could impact the success of these initiatives, many of which are out of our control, and there can be no assurance that they will be successful or deliver their anticipated benefits. Some initiatives may require us to devote significant management, financial and other resources and may expose us to new and unforeseen risks and challenges. We may also incur significant asset impairment and other charges in connection with any such initiative or an acquisition.22

Long-term changes in consumer attitudes toward jewelry could be unfavorable and harm jewelry sales.

Consumer attitudes toward diamonds, gold and other precious metals and gemstones influence Signet’s sales. Attitudes could be affected by a variety of issues including concern over the source of raw materials; the impact of mining and refining of minerals on the environment; the local community and the political stability of the producing country; labor conditions in the supply chain; and the availability of and consumer attitudes about substitute products such as cubic zirconia, moissanite and lab-created diamonds. A negative change in consumer attitudes toward jewelry could adversely impact Signet’s sales and earnings. In addition, transparency

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~~regarding~~ability ~~substitute~~to ~~products~~balance ~~such~~resource constraints as ~~lab-created~~we ~~diamonds~~begin isto ~~important~~integrate toan ~~maintaining~~acquired ~~consumer~~company ~~confidence~~into our existing business. IfOther ~~the~~risks ~~Company~~and ~~does~~uncertainties ~~not~~related ~~appropriately~~to our acquisitions include: failing to meet sales and ~~adequately~~profitability ~~identify~~expectations; delayed or unrealized costs savings or synergy opportunities; unknown and underestimated liabilities; and difficulties integrating operations, personnel, financial systems and technology systems. Similarly, the ~~use~~acquisition of companies with operating margins lower than ours may cause a lower operating margin for Signet as a whole. Further, our ability to retain key employees of an acquired company, maintain pre-acquisition cultural dynamics and team morale, and foster the ~~substitute~~entrepreneurial ~~products~~spirit inof ~~its~~an ~~jewelry~~acquired company, ~~its~~particularly ~~reputation~~while implementing policies, procedures and ~~results~~compliance measures we require, may impact our ability to successfully integrate an acquisition. A significant transaction could bealso ~~adversely~~disrupt ~~impacted~~the operation of our current business activities and divert significant management time and resources.

~~New tariffs~~Likewise, ~~trade~~there ~~embargoes,~~is ~~sanctions~~always the potential for difficulty or ~~other~~delay ~~restrictions~~in onexecution ~~foreign~~of ~~trade~~a strategic initiative including our direct diamond sourcing capabilities, ifor ~~imposed~~a onstrategic ~~goods~~plan, such as our Grow Brand Love plan, that may prevent us from realizing expected returns and other projected benefits from such exercises during the ~~Company~~anticipated ~~imports,~~timeframe ~~could~~or ~~have~~at anall. ~~adverse~~The ~~effect~~long-term growth of our business depends on the ~~Company’s~~successful ~~results~~execution of ~~operations~~our evolving business and strategic initiatives. Any number of factors could impact the success of these initiatives, many of which are out of our control, and there can be no assurance that they will be successful or deliver their anticipated benefits. Some initiatives may require us to devote significant management, financial and other resources and may expose us to new and unforeseen risks and challenges. We may also incur significant asset impairment and other charges in connection with any such initiative or an acquisition.

~~Many~~If ofwe ~~the products that the Company sells, including cut and polished diamonds,~~ are ~~imported~~unable ~~from foreign countries such as India, China and Botswana. Government officials in US, Canada and UK have from time-~~to~~-time~~ ~~placed~~execute ~~tariffs~~or onintegrate ~~goods~~an ~~and materials that the Company imports~~acquisition, ~~particularly~~major ~~from~~business ~~China.~~or ~~The~~strategic ~~imposition~~initiative ofor ~~additional~~a ~~tariffs~~transformation ~~by the US~~plan, UKthis ~~or Canada~~ could ~~result in the adoption of additional tariffs by other countries as well. The escalation of trade tensions could~~ have a significant, adverse effect on ~~world~~our ~~trade~~results ~~and~~of ~~the world economy~~operations. ~~While~~Our ~~the~~current ~~Company~~borrowing ~~does~~agreements ~~not~~place ~~believe~~certain ~~that~~limited ~~tariffs~~constraints ~~will materially impact its business, the imposition of additional or increased tariffs~~ on ~~jewelry~~our orability ~~other~~to ~~items~~make ~~imported~~an ~~by it from China or other countries~~acquisition, orand ~~the~~future ~~Company’s~~borrowing ~~inability~~agreements ~~to successfully manage inventory from China or other countries,~~ could ~~require~~place ~~the~~tighter ~~Company~~constraints ~~to increase prices to its customers or, if unable to do so, result in lowering its gross margin~~ on ~~products~~such ~~sold~~actions.

InLong-term ~~addition,~~changes ifin ~~taxes,~~consumer ~~trade~~attitudes ~~embargos,~~toward ~~sanctions~~jewelry orcould ~~other~~be ~~restrictions~~unfavorable ~~on foreign trade are imposed by the US, UK or Canada on goods that the company imports from China or other foreign countries, the Company’s ability to obtain the finished goods~~ and ~~commodities~~harm itjewelry ~~sells at retail could be adversely impacted~~sales.

Consumer attitudes toward diamonds, gold and other precious metals and gemstones influence Signet’s sales. Attitudes could be affected by a variety of issues including concern over the source of raw materials; the impact of mining and refining of minerals on the environment; the local community and the political stability of the producing country; labor conditions in the supply chain; and the availability of and consumer attitudes about substitute products such as cubic zirconia, moissanite and lab-grown diamonds. A negative change in consumer attitudes toward jewelry could adversely impact Signet’s sales and earnings. In addition, transparency regarding substitute products such as lab-grown diamonds is important to maintaining consumer confidence. If the Company does not appropriately and adequately identify the use of the substitute products in its jewelry, its reputation and results could be adversely impacted.

Signet depends on manufacturers and suppliers to timely provide it with sufficient quantities of quality products.

Ultimate delivery of Signet’s merchandise is substantially dependent upon third-party manufacturers and suppliers. In Fiscal ~~2024~~2025, the five largest suppliers collectively accounted for ~~20.4~~approximately 21% of total purchases, with the largest supplier comprising ~~4.9~~approximately 6%. A manufacturer’s or supplier’s inability to manufacture or deliver a product on time and of appropriate quality would impair Signet’s ability to respond to consumer demand, which would put the Company at a competitive disadvantage and result in lost sales. Costs would also be increased if Signet were to attempt to engage replacement manufacturers to rush orders on items that the Company needed immediately. See the risk factor above titled “Public health crisis or disease outbreak, epidemic or pandemic, such as COVID-19 have had and could continue to have a significant adverse impact on our business, and this outbreak, as well as other public health crises or disease outbreaks, epidemics or pandemics, has and could continue to adversely impact our business, financial condition, results of operations and cash flows and could continue to exacerbate other risk factors.” regarding the potential adverse impact COVID-19 or other public health crisis, disease or outbreak could have on the Company’s supply chain.

Signet has close commercial relationships with a number of suppliers and management holds regular reviews with major suppliers to sustain continuity of these relationships. However, government requirements regarding sources of commodities, such as those required by the Dodd-Frank Act or sanctions on Alrosa or its management, has resulted and could continue to result in Signet choosing to terminate relationships with suppliers in the future due to a change in a supplier’s sourcing practices or Signet’s compliance with laws and internal policies. Damage to, or loss of, any of these relationships could have an adverse effect on results.

In addition, luxury and prestige watch manufacturers and distributors normally grant agencies the right to sell their ranges on a store-by-store basis. An inability to obtain or retain watch agencies for a location could harm the performance of that particular store. In the fourth quarter of Fiscal 2024, the Company substantially completed the divestiture of its UK prestige watch business to third parties. Prestige watch brands help attract customers and build sales in all categories and discontinuing the prestige watch business in Ernest Jones has negatively impacted and will continue to negatively impact the sales at Ernest Jones in all categories. ~~In the case of Ernest Jones, the inability to replace lost sales could adversely impact sales growth.~~

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The growth in importance of other branded merchandise within the jewelry market may adversely impact Signet’s sales and earnings if it is unable to obtain supplies of or further develop branded merchandise that the customer wishes to purchase. In addition, if Signet loses the distribution rights to an important branded jewelry range or is committed to continue to carry a brand that is no longer viewed as on trend, it could adversely impact sales and earnings.

Risks Related to Technology and Security

Inadequacies in and disruption to systems could result in lower sales and increased costs or adversely impact the ~~reporting~~disclosure procedures and ~~control procedures~~controls.

Signet is dependent on the suitability, reliability and durability of its systems and procedures, including its accounting, information technology, data protection, warehousing and distribution systems, and those of its service providers. If support ceased for a critical externally supplied software package or system, management would have to implement an alternative software package or system or begin supporting the software internally. Disruption to parts of the business could result in lower sales and increased costs.

25Signet is in the process of substantially modifying its enterprise resource planning systems and certain web platforms, which involves updating or replacing legacy systems with successor systems and migrating some systems, data and functionality to cloud provider servers. These system changes and upgrades can require significant capital investments and dedication of resources. When evaluating and making such changes, there can be no assurances that the Company will successfully implement such changes, that significant additional investments will not be required beyond the project budget, that such changes will occur without disruptions to its operations or maintenance of its internal control compliance programs or that the new or upgraded systems will achieve the desired business objectives. Any damage, disruption or shutdown of the Company’s information systems, or the failure to successfully implement new or upgraded systems, could have a material adverse effect on Signet’s results of operations and its internal control over financial reporting.

Security breaches and other disruptions to Signet’s information technology infrastructure and databases and failure of Signet’s customer-facing technology to function as intended or in accordance with applicable law could interfere with Signet’s operations and may in the future fail or be compromised, and could compromise Signet’s and its customers’ and suppliers’ information or cause other harm, exposing Signet to possible business interruptions and liability, which would have a material adverse effect on Signet’s business and reputation.

In the ordinary course of business, Signet relies upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including eCommerce sales, supply chain, merchandise distribution, customer invoicing and collection of payments. Our computer systems and those of our partners and third-party service providers have been and may be in the future vulnerable to physical or electronic intrusions, computer malware, malicious code or other attacks, system failures, programming errors, employee and third-party errors or wrongdoing, and similar disruption or adverse outcomes. The failure of these systems could cause significant interruptions to our operations, which could result in a material adverse effect on our business, financial condition or results of operations.

Signet also uses information technology systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements. Signet collects and stores this financial and other sensitive data, including intellectual property, proprietary business information, the proprietary business information of its customers and suppliers, as well as personally identifiable information of Signet’s customers and employees, in data centers and on information technology networks. Although we have implemented and maintain what we believe to be reasonable security controls to seek to prevent and detect attempts by unauthorized users to gain access to our IT systems, and incur significant costs to do so, our information technology network infrastructure has in the past been and may in the future be vulnerable to attacks by hackers, including state-sponsored organizations with significant financial and technological resources, breaches due to employee error, fraud or malice or other disruptions (including, but not limited to, computer viruses and other malware, denial of service, and ransomware), which may involve a privacy breach requiring us to notify regulators, customers or employees and enlist identity theft protection.

The secure operation of these networks, and the processing and maintenance of this information is critical to Signet’s business operations and strategy. Despite security measures and business continuity plans, Signet may not timely anticipate evolving techniques used to effect security breaches that may result in damage, disruptions or shutdowns of Signet’s and its third-party vendors’ networks and infrastructure due to attacks by hackers, including phishing or other cyber-attacks, or breaches due to employee error or malfeasance, or other non-hostile disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events. The occurrence of any of these events could compromise Signet’s or the third-party’s networks and the information stored there, including personal,

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~~externally~~proprietary ~~supplied~~or ~~software~~confidential ~~package~~information about Signet, its customers or ~~system~~its third-party vendors, ~~management~~and ~~would~~personally ~~have~~identifiable toinformation ~~implement~~of anSignet’s ~~alternative~~customers ~~software~~and ~~package~~employees orcould ~~system~~be oraccessed, ~~begin~~manipulated, ~~supporting~~publicly ~~the~~disclosed, ~~software~~lost ~~internally.~~or ~~Disruption~~stolen, exposing its customers to ~~parts~~the risk of ~~the~~identity ~~business~~theft ~~could~~and ~~result~~exposing inSignet ~~lower~~or ~~sales~~its ~~and~~third-party ~~increased~~vendors ~~costs~~to a risk of loss or misuse of this information.

Signet is in the process of substantially modifying its enterprise resource planning systems and certain web platforms, which involves updating or replacing legacy systems with successor systems and migrating some systems, data and functionality to cloud provider servers. These system changes and upgrades can require significant capital investments and dedication of resources. When evaluating and making such changes, there can be no assurances that the Company will successfully implement such changes, that significant additional investments will not be required beyond the project budget, that such changes will occur without disruptions to its operations or maintenance of its internal control compliance programs or that the new or upgraded systems will achieve the desired business objectives. Any damage, disruption or shutdown of the Company’s information systems, or the failure to successfully implement new or upgraded systems, could have a material adverse effect on Signet’s results of operations.

Security breaches and other disruptions to Signet’s information technology infrastructure and databases and failure of Signet’s customer-facing technology to function as intended or in accordance with applicable law could interfere with Signet’s operations, and could compromise Signet’s and its customers’ and suppliers’ information or cause other harm, exposing Signet to possible business interruptions and liability, which would have a material adverse effect on Signet’s business and reputation.

Signet is increasingly using mobile devices, social media and other online activities to connect with customers, staff and other stakeholders. Therefore, in the ordinary course of business, Signet relies upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including eCommerce sales, supply chain, merchandise distribution, customer invoicing and collection of payments.

Signet also uses information technology systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements. Signet collects and stores this financial and other sensitive data, including intellectual property, proprietary business information, the propriety business information of its customers and suppliers, as well as personally identifiable information of Signet’s customers and employees, in data centers and on information technology networks. Although we seek to prevent and detect attempts by unauthorized users to gain access to our IT systems, and incur significant costs to do so, our information technology network infrastructure has in the past been and may in the future be vulnerable to attacks by hackers, including state-sponsored organizations with significant financial and technological resources, breaches due to employee error, fraud or malice or other disruptions (including, but not limited to, computer viruses and other malware, denial of service, and ransomware), which may involve a privacy breach requiring us to notify regulators, customers or employees and enlist identity theft protection.

Signet and its third-party vendors have experienced successful attacks and breaches from time to time, however, to date, these attacks or breaches have not had a material impact on Signet’s business or operations. Any such malfunction, access, disclosure or other loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, significant breach-notification costs, lost sales and a disruption to operations (including the Company’s ability to process consumer transactions and manage inventories), media attention, and damage to Signet’s reputation, which could adversely affect Signet’s business. In addition, it could harm Signet’s reputation and ability to execute its business through service and business interruptions, management distraction and/or damage to physical infrastructure, which could adversely impact sales, costs and earnings. If Signet is the target of a material cybersecurity attack resulting in unauthorized disclosure of its customer data, the Company may be required to undertake costly notification and credit monitoring procedures. Compliance with these laws will likely increase the costs of doing business.

In addition, if Signet’s online activities or other customer-facing technology systems do not function as designed or are deemed to not comply with applicable state and federal regulations concerning automated outbound contacts such as text messages and the sale, advertisement and promotion of the jewelry it sells, the Company may experience a loss of customer confidence, data security breaches, regulatory fines, lawsuits, lost sales or be exposed to fraudulent purchases.

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advertisement and promotion of the jewelry it sells, the Company may experience a loss of customer confidence, data security breaches, regulatory fines, lawsuits, lost sales or be exposed to fraudulent purchases.

The regulatory environment related to information security, data collection and privacy is becoming increasingly demanding, with new and changing requirements applicable to Signet’s business, including the General Data Protection Regulation and the California Consumer Privacy Act, and compliance with those requirements could result in additional costs, such as costs related to organizational changes, implementing additional protection technologies, training employees and engaging consultants. In addition, the Company could be subject to claims, fines, penalties or other liabilities for a failure to comply.

Failure to manage these risks could have a material adverse effect on Signet’s results of operations, financial condition and cash flow.

The use of technology based on AI and machine learning (“ML”) presents risks related to confidentiality, creation of inaccurate and flawed outputs, and emerging regulatory risks which may result in reputational harm, competitive harm, or legal liability, and may adversely affect our business and results of operations.

The use of AI and ML involves significant technical complexity, ethical considerations and requires specialized expertise. We use AI and ML in our business to, among other things, optimize inventory distribution and flexible fulfillment. We may further incorporate AI or ML solutions into our business operations, technology systems, and product and service offerings in other ways including but not limited to personalized marketing, enhancements to website experiences or general administrative functions. Our competitors or other third parties may incorporate AI and ML into their businesses more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our business and results of operations. Our use of technology systems or applications that utilize or are based on AI or ML (or the disruption or failure of those systems or applications) could result in the disclosure of sensitive, proprietary or confidential information which could harm our business, reputation and operating results. Additionally, if the content, analyses, or recommendations that AI or ML applications assist in producing are or are alleged to be deficient, inaccurate, or biased, it may cause us to experience brand or reputational harm, competitive harm, legal liability, new or enhanced governmental or regulatory scrutiny. We may also incur additional costs to resolve such issues, each of which may adversely affect our business and results of operations.

Risks Related to Competition and Innovation

Signet’s pricing compared to that of competitors, the increased price transparency in the market and the highly fragmented competitive nature of the retail jewelry industry, may have an adverse impact on Signet’s performance.

Critical to maintaining an optimal customer experience is a multi-faceted value proposition focused on attractive brand and category assortments, availability of financing, deep customer service and relationship building with the Company’s guest service professionals, as well as competitive pricing. Although not a singular differentiator to the Company’s value proposition, if significant price increases are implemented by any segment or across a wide range of merchandise, the impact on earnings will depend on, among other factors, the pricing by competitors of similar products and the response by customers to higher prices. Such price increases may result in lower sales and adversely impact earnings.

The retail jewelry industry is competitive. Signet’s competitors are specialty jewelry retailers, as well as other jewelry retailers, including department stores, mass merchandisers, discount stores, apparel and accessory fashion stores, brand retailers, shopping clubs, home shopping television channels, direct home sellers, online retailers and auction sites. Aggressive discounting by competitors may adversely impact Signet’s performance in the short term. This is particularly the case for easily comparable pieces of jewelry, of similar quality, sold through stores that are situated near those that Signet operates. Signet faces significant competition from independent and regional specialty jewelry retailers that are able to adjust their competitive stance, for example on pricing, to local market conditions. This can put individual Signet stores at a competitive disadvantage as Signet segments have a national pricing strategy.

Consumers are increasingly shopping or starting their jewelry buying experience online, which makes it easier for them to compare prices and quality with other jewelry retailers. If Signet’s brands do not offer the same or a similar item at the lowest price, or if competitors offer a better and more user-friendly website experience than Signet, or financing that is easier to access or provides better terms, consumers may purchase their jewelry from competitors, which would adversely impact the Company’s sales, results of operations and market share.25

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competitors may adversely impact Signet’s performance in the short term. This is particularly the case for easily comparable pieces of jewelry, of similar quality, sold through stores that are situated near those that Signet operates. Signet faces significant competition from independent and regional specialty jewelry retailers that are able to adjust their competitive stance, for example on pricing, to local market conditions. This can put individual Signet stores at a competitive disadvantage as Signet segments have a national pricing strategy.

An inability to successfully develop and maintain a relevant OmniChannel experience for customers, failure to anticipate changing fashion trends in the jewelry industry, and poor execution of marketing programs and management of social media could result in a loss of confidence by consumers in Signet’s brand names and have an adverse impact on sales.

Signet’s business has evolved from primarily an in-store experience to interaction with customers across numerous channels, including in-store, online, mobile and social media, among others. OmniChannel retailing is rapidly evolving and Signet must keep pace with changing customer expectations and new developments by its competitors. Signet’s customers are increasingly using computers, tablets, mobile phones and other devices to comparison shop, determine product availability and complete purchases online. Signet must compete and remain relevant by offering a consistent and convenient shopping experience for its customers regardless of the ultimate sales channel and by investing in, providing and maintaining digital tools for customers that have the right features and are reliable and easy to use.

The ability to differentiate Signet’s stores, services, online experience and merchandise from competitors by better designs, branding and category assortments and the level and quality of customer service and marketing and advertising programs, is an important factor in attracting consumers. In today’s market, this differentiation requires, among other factors, keeping pace with trends in design, as well as setting new jewelry trends, effectively implementing an OmniChannel experience, and targeting effective media campaigns, including an expansion of social media use and new social media platforms, in order to build and maintain customer confidence in the Company and in the brands it sells. As a result, the Company needs to continuously innovate and develop its OmniChannel experience and social media strategies in order to maintain broad appeal with customers and brand relevance. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenues, increased employee engagement or brand recognition. In a distressed economic and retail environment, in which many of the Company’s competitors continue to engage in aggressive promotional activities, any failure on Signet’s part to react appropriately to changing consumer preferences and fashion trends, including the failure to plan in advance and invest in marketing and advertising campaigns, could have an adverse impact on sales.

In addition, adverse or inaccurate information concerning the Company or its brands may be posted on social media platforms at any time, and such information can quickly reach a wide audience. The harm may be immediate without affording the Company an opportunity for redress or correction, and it is challenging to monitor and anticipate developments on social media in order to respond in an effective and timely manner. The Company could also be exposed to these risks if it fails to use social media responsibly in its marketing efforts, including the improper disclosure of proprietary information, exposure of personally identifiable information, fraud, or out-of-date information. Regardless of its basis or validity, any unfavorable publicity could adversely affect public perception of Signet’s brands. These factors could have a material adverse effect on its business.

If Signet fails to make, improve, develop or acquire relevant customer-facing technology in a timely manner, fails to keep pace with trendsetting, or if the Company’s marketing and social media advertising and efforts are not to scale or ~~miss~~do ~~the~~not ~~mark~~align with consumer preferences, the customer could lose confidence in any of Signet’s brands, which could materially and adversely impact sales and earnings.

Risks Related to Asset Management

The Company’s inability to optimize its real estate footprint could adversely impact sales and earnings.

The success of Signet’s stores, as part of its Connected Commerce strategy, is dependent upon a number of factors. These include the availability of desirable property, placement of stores in easily accessible locations with high visibility, the demographic characteristics of the area around the store, the design and maintenance of the stores, the availability of attractive locations within the markets/trade areas that also meet the operational and financial criteria of management, the terms of leases and Signet’s relationship with major landlords. If Signet is unable to maintain a real estate portfolio that satisfies its strategic, operational and financial criteria, ~~through cost-effective strategic store closings and targeted, limited store openings, or if there is a disruption in its relationship with its major landlords, sales could be adversely affected.~~

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through cost-effective strategic store closings and targeted, limited store openings, or if there is a disruption in its relationship with its major landlords, sales could be adversely affected.

Substantially all of Signet’s retail locations are leased, requiring significant cash flow to satisfy the lease obligations. Given the typical length of retail leases, Signet is dependent upon the continued popularity of particular retail locations. Following the initial terms of each lease, it is possible that Signet will not be able to negotiate contract terms favorable to the Company for future leases. This would cause occupancy costs to rise, which would either decrease profit margins at each specific store or force Signet to close certain retail locations.

The rate of store footprint optimization is dependent on a number of factors including obtaining suitable real estate, the capital resources of Signet, the availability of appropriate staff and management, estimated sales transference rate and the level of the financial return on investment required by management.

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The Company’s ability to protect its assets, particularly inventory and cash, or intellectual property could have a material adverse impact on its brands, reputation and operating results.

Signet’s jewelry products carry high value with resale potential and are therefore subject to loss by theft by customers, organized crime or other third-parties. In addition, products held by us for repair or service are also subject to risk of loss or theft. We have experienced theft in the past and loss by theft may continue or increase in the future. In addition, the security measures we take may not be effective in reducing losses. Higher rates of theft including theft by organized retail crime networks that orchestrate burglaries, “smash and grabs,” looting or shoplifting operations could adversely impact our reputation, operations and ultimately, our overall financial condition. Furthermore, other costs and expenses resulting from criminal activity such as increased security costs and measures to prevent such activity, increased repair costs and increased costs to protect, retain, replace or recruit team members that may be concerned about future crime impacting our stores or the shopping centers they operate in may also adversely impact our reputation, operations and financial condition.

The Company holds significant amounts of cash on hand or short term, highly liquid investments (i.e. cash equivalents) on its balance sheet from time to time. Credit risk exists on the realizability of these assets should the counterparties fail to perform as contracted. Signet does not require collateral or other security to support cash investments or financial instruments with credit risk; however, it is Signet’s policy to generally only hold cash and cash equivalent investments and to transact financial instruments with financial institutions with a certain minimum credit rating. Failure, entrance into receivership or insolvency by any of these financial institutions in response to conditions affecting the banking system and financial markets could threaten our ability to access our existing cash, cash equivalents and investments and could adversely impact the Company’s financial position and results of operations.

Signet’s trade names, trademarks, copyrights, patents and other intellectual property are important assets and an essential element of our strategy. The unauthorized reproduction, theft or misappropriation of our intellectual property could diminish the value of our brands or reputation and cause a decline in sales. Protection of our intellectual property and maintenance of distinct branding are particularly important as they distinguish our products and services from those of our competitors. The costs of defending intellectual property may adversely affect our operating results. In addition, any infringement or other intellectual property claim made against us, whether or not it has merit, could be time-consuming, result in costly litigation, cause product delays, or require us to enter into royalty or licensing agreements. As a result, any such claim could have a material adverse effect on our operating results.

If the Company’s goodwill, indefinite-lived intangible assets or long-lived assets become impaired, the Company may be required to record significant charges to earnings.

The Company has a substantial amount of goodwill, intangible assets and long-lived assets on its balance sheet. The Company reviews goodwill, indefinite-lived intangible assets and long-lived assets for impairment annually or whenever events or circumstances indicate impairment may have occurred. The impairment evaluation requires significant judgment and estimates by management, and unfavorable changes in these assumptions or other factors could result in future impairment charges and have a significant adverse impact on the Company’s reported earnings. Such factors include the operating performance and cash flows of the Company’s ~~stores~~businesses, lower than anticipated consumer traffic, changes in customer spending behavior, ~~macroeconomic~~uncertainties ~~factors~~in ~~such~~the asmacroeconomic environment, inflation, ~~and rising~~ interest rates, changes in the Company’s real estate strategy or other key business initiatives. Additionally, a general decline in the market valuation of the Company’s common shares, whether related to Signet’s business or overall market conditions, could adversely impact the assumptions used to perform the evaluation of its goodwill, indefinite-lived intangible assets and long-lived assets.

For ~~further~~additional information on Signet’s evaluation of impairment for goodwill, indefinite-lived intangible assets and long-lived assets, see “Critical Accounting Estimates” under Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Risks Related to Our Common Stock and Indebtedness

Signet’s share price may be volatile due to Signet’s results and financial condition or factors impacting the market overall, which could have a short or long-term adverse impact on an investment in Signet stock.

Signet’s share price has fluctuated and may fluctuate substantially as a result of variations in the actual or anticipated results and financial conditions of Signet and other companies in the retail industry. In addition, the stock market has experienced, and may continue to experience, price and volume fluctuations that have affected the market price of many retail and other stocks, including Signet’s, in a manner unrelated, or disproportionate, to the operating performance of these companies.

Signet provides public guidance on its expected operating and financial results for future periods. Such guidance consists of forward-looking statements subject to the risks and uncertainties described in this report and in Signet’s other public filings and public statements. Signet’s actual results may be below the provided guidance or the expectations of Signet’s investors and analysts, especially in times of economic uncertainty. In the past, when the Company has reduced its outlook related to certain measures in its previously provided guidance, the market price of its common stock has declined. If, in the future, Signet’s operating or financial results for a particular period do not meet guidance or the expectations of investors and analysts or if Signet reduces its outlook related to certain measures in its guidance for future periods, the market price of its common stock may decline. In addition, if the analysts that regularly follow the Company’s stock lower their rating or lower their projections for future growth and financial performance, the Company’s stock price could decline.

29Shareholder activists could cause a disruption to our business.

~~Table~~We have been subject to shareholder activism and may be subject to such activism in the future. For example, on February 27, 2025, Select Equity Group, L.P. filed a Schedule 13D with the SEC advocating for, among other things, the Company to explore strategic options for the business, including its sale. Shareholder activism against the Company could lead to increased costs (e.g., third-party advisors, insurance, and administrative expenses), reputational damage, and business disruptions. It may create uncertainties about our direction, harming relationships with investors, customers, suppliers, and employees, and make it harder to attract and retain talent. Additionally, it could delay or hinder the execution of ~~Contents~~our business strategy, divert management's focus, and cause stock price fluctuations based on market perceptions rather than fundamentals. Such activism could negatively impact our business, financial condition, and results of operations.

especially in times of economic uncertainty. In the past, when the Company has reduced its outlook related to certain measures in its previously provided guidance, the market price of its common stock has declined. If, in the future, Signet’s operating or financial results for a particular period do not meet guidance or the expectations of investors and analysts or if Signet reduces its outlook related to certain measures in its guidance for future periods, the market price of its common stock may decline. In addition, if the analysts that regularly follow the Company’s stock lower their rating or lower their projections for future growth and financial performance, the Company’s stock price could decline.

The Company’s ability to borrow is important to its operations and financial covenants, credit ratings and interest rate volatility could all impact the availability of such debt and could adversely impact the Company’s financial results.

The Company’s primary sources of liquidity are cash on hand, cash provided by operations and availability under its asset-based credit facility. The Company ~~holds obligations under its 4.70% Senior Unsecured Notes and its redeemable Series A Convertible Preference Shares. The Company~~’s ability to borrow and maintain adequate cash flow is necessary to sustain its operations, particularly given the seasonal fluctuations in inventory and staffing requirements and the concentration of sales in the fourth quarter. The Company’s debt ~~and preferred share~~ obligations also require maintaining sufficient cash flow to make continuing payment obligations for interest and dividends. Because a large portion of its financing is asset-based and secured, the Company’s ability to draw funds is dependent on maintaining a sufficient borrowing base and it is subject to the risk of loss of such assets to foreclosure or sale to satisfy its debt obligations.

Signet’s borrowing agreements include various financial and other covenants. A material deterioration in its financial performance could result in a breach of these covenants. In the event of a breach, the Company would have to renegotiate terms with its current lenders or find alternative sources of financing if current lenders required cancellation of facilities or early repayment. In addition, these covenants, in some cases, limit the Company’s flexibility to adapt its operations to changing conditions. Terms under the Company’s asset-based credit facility include exposure to variable interest rate debt and volatility in benchmark interest rates could adversely impact the Company’s financial results.

Additionally, credit rating agencies periodically review Signet’s capital structure and the quality and stability of the Company’s earnings, and should Signet need to obtain more financing, a credit rating downgrade would make it more difficult, expensive and restrictive to do so. Changes in general credit market conditions could also affect Signet’s ability to access capital at rates and on terms determined to be attractive.

If Signet’s ability to access capital becomes constrained, it may not be able to adequately fund its ongoing operations, dividends and share repurchases or planned initiatives and the Company’s interest costs will likely increase, which could have a material adverse effect on its results of operations, financial condition and cash flows.

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Risks Related to Human Capital

The Company’s ability to recruit, train, motivate and retain suitably qualified sales associates could adversely impact sales and earnings.

Management regards the customer experience as an essential element in the success of its business. Competition for suitable sales associates or changes in labor and healthcare laws could require Signet to incur higher labor costs. A shortage of qualified individuals, higher labor costs and the execution of strategic initiatives, including those designed to improve the customer experience, could result in disruptions to the performance of sales associates and an inability to recruit, train, motivate and retain suitably qualified sales associates, which could adversely impact sales and earnings. Likewise, there are risks associated with attracting and retaining key executive talent during periods of leadership transition, such as our recent appointment of a new CEO and other recent changes in senior leadership from the reorganization under our Grow Brand Love strategy.

Signet’s success is dependent on the strength and effectiveness of its relationships with its various stakeholders. The Company’s management of its 2030 CSGs as well as ~~increased~~changing demand for ~~ESG~~sustainability initiatives and disclosures could result in additional costs or risks.

We have established and publicly announced 2030 CSGs including commitments to ~~address~~reduce ~~climate~~greenhouse ~~change~~gas emissions and protect human rights. These statements reflect ~~our~~integration ~~plans~~with ~~and~~our ~~aspirations~~business planning and are subject to a number of risks and uncertainties, many of which are outside our control. ~~Like many companies, Signet aspires to work towards net-zero business operations.~~ The ability for companies to ~~adjust~~reduce ~~their~~greenhouse ~~operations~~gas emissions is dependent on the energy infrastructure of the US, namely the availability and cost of low- or non-carbon-based energy sources for our physical locations as well as the availability of low or non-carbon transportation.

Signet carefully considers ~~both~~a ~~investor~~wide ~~expectations~~range ~~and~~of factors, including stakeholder expectations, regulatory requirements, business goals, and corporate strategies in forming our ~~ESG~~CSGs ~~disclosure strategy~~ and when investing resources in ~~ESG~~initiatives, ~~disclosure~~disclosures, processes and tools. Standards for tracking and reporting ~~ESG~~CSG ~~matters~~performance continue to evolve. Signet has revised and may continue to reassess and modify CSG goals based on changes to our Company purpose, business objectives, stakeholder expectations and the regulatory environment. Signet may be subject to consumer boycotts from customers on both sides of the ideological spectrum. Any changes to the CSGs may be perceived as a retraction or deviation from our core values. The voluntary disclosure frameworks and standards we select, and the interpretation or application of those frameworks and standards, may be subject to change and may be different from our peers. Further, the methodologies we use for reporting ~~ESG~~CSG performance may be updated and our previously reported data may be adjusted to reflect improvements in data that is available to us, changing assumptions, changes in our operations and other changes in circumstances. Our processes and controls for reporting such matters across our operations and supply chain are continually evolving as are the differing standards for identifying, measuring, and reporting sustainability-related disclosures that may be required by government agencies. Preparation for the State of California climate disclosure rules is expected to require additional resources for compliance. Signet will always prioritize legally required disclosures such as greenhouse gas emissions calculations over voluntary frameworks.

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updated and our previously reported ESG data may be adjusted to reflect improvements in data that is available to us, changing assumptions, changes in our operations and other changes in circumstances. Our processes and controls for reporting ESG matters across our operations and supply chain are continually evolving as are the differing standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures that may be required by government agencies. Preparation for the recently issued SEC climate disclosure rule is expected to require additional resources for compliance. Signet will always prioritize legally required disclosures such as greenhouse gas emissions calculations over voluntary frameworks.

Consequently, it is possible that we may fail to achieve our 2030 CSGs or that our customers, team members, investors, advocacy groups, government agencies or other stakeholders may not be satisfied with the CSGs we set or our efforts to achieve them. Our failure, or perceive failure, to adequately achieve, update or accurately track and report on these CSGs on a timely basis, or at all, could adversely affect our reputation, financial performance and growth, and may expose us to adverse consumer actions, inhibit our ability to attract and retain talent, and subject us to increased scrutiny from the investment community, special interest groups and enforcement authorities.

Collective bargaining activity could disrupt the Company’s operations, increase labor costs or interfere with the ability of management to focus on executing business strategies.

The employees of Signet’s diamond polishing factory in Gaborone, Botswana are covered by a collective bargaining agreement. If relationships with these employees become adverse, operations at the factory could experience labor disruptions such as strikes, lockouts, boycotts and public demonstrations, which could negatively impact the Company’s diamond supply, increase costs and cause negative publicity. Labor regulation and the negotiation of new or existing collective bargaining agreements could lead to higher wage and benefit costs, changes in work rules that raise operating expenses, legal costs and limitations on the Company’s ability to take cost-saving measures during economic downturns. Any of these cost increases and constraints on Signet’s operations could adversely impact its results of operations. Further, collective bargaining activity in other industries, such as various union strikes in the UK that were announced in December 2022 by postal and travel workers, may adversely affect traffic to our stores or delivery of online orders and in- turn negatively impact our sales.

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Risks Related to Compliance

The Company’s exposure to legal proceedings, tax matters, and/or regulatory or other investigations could reduce earnings and cash, as well as negatively impact debt covenants, leverage ratios and its reputation and divert management attention.

Signet is involved in legal proceedings incidental to its business. Litigation is inherently unpredictable. Any actual or potential claims against us, whether meritorious or not, or regulatory or other investigations, could be time consuming, result in costly litigation or litigation settlements, require significant amounts of management time, negatively impact Signet’s reputation and result in the diversion of significant operational resources. In addition, while Signet maintains insurance to cover various types of liabilities and loss, such coverage may not be sufficient to cover the full extent of any damages and expenses and the timing of any reimbursement may not correspond to the liabilities accrued or incurred.

At any point in time, various tax years are subject to, or are in the process of, audit by various taxing authorities. To the extent that management’s estimates of ~~settlements change, or~~ the final tax outcome of these matters is different than the amounts recorded, such differences will impact income tax in the period in which such determinations are made. For example, should His Majesty’s Revenue and Customs, or other tax authorities, assess Signet and should the tax authorities prevail in such assessments, there could be a material adverse impact on our results of operations and cash flows in future periods.

Failure to comply with labor regulations could adversely affect the Company’s business.

Various state, federal and global laws and regulations govern Signet’s relationship with its employees. Some examples of these laws include requirements related to minimum wage, sick pay, overtime pay, paid time off, workers’ compensation rates, and healthcare reform. These laws and regulations change frequently, and the ultimate cost of compliance cannot be precisely estimated. Failure by Signet to comply with labor regulations could result in fines and legal actions. In addition, the ability to recruit and retain staff could be harmed. These consequences could adversely affect the Company’s business.

The Company’s ability to comply with laws and regulations and adapt to changes thereto could adversely affect its business.

Signet’s policies and procedures are designed to comply with applicable laws and regulations. Changing legal and regulatory requirements in the US and other jurisdictions in which Signet operates have increased the complexity of the regulatory environment in which the business operates and the cost of compliance. Failure to comply with the various regulatory requirements may result in damage to Signet’s reputation, civil and criminal proceedings and liability, fines and penalties, and further increase the cost of regulatory compliance.

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damage to Signet’s reputation, civil and criminal proceedings and liability, fines and penalties, and further increase the cost of regulatory compliance.

Changes in existing taxation laws, rules or practices may adversely affect the Company’s financial results.

The Company operates through various subsidiaries in numerous countries throughout the world. Consequently, Signet is subject to changes in tax laws, treaties or regulations or the interpretation or enforcement thereof in the US or jurisdictions where any subsidiaries operate or are incorporated. Tax laws, treaties and regulations are highly complex and subject to interpretation. The Company’s income tax expense is based upon interpretation of the tax laws in effect in various countries at the time such expense was incurred. If these tax laws, treaties or regulations, including the recent Bermuda Corporate Income Tax Act of 2023, were to change or any tax authority were to successfully challenge Signet’s assessment of the effects of such laws, treaties and regulations in any country, this could result in a higher effective tax rate on the Company’s taxable earnings, which could have a material adverse effect on the Company’s results of operations.

In addition, the Organization for Economic Co-operation and Development (“OECD”) has led international efforts to devise, and to implement on a permanent basis, a two-pillar solution to address the tax challenges arising from the digitalization of the economy. Pillar One focuses on nexus and profit allocation, and Pillar Two provides for a global minimum effective corporate tax rate of 15%. Pillar One would apply to multinational enterprises with annual global revenue above 20 billion euros and profitability above 10%, with the revenue threshold potentially reduced to 10 billion euros in the future. Based on these thresholds, we currently expect to be outside the scope of the Pillar One proposals, though we anticipate that we will be subject to Pillar One in the future if our global revenue exceeds the Pillar One thresholds. In December 2021, the OECD published detailed rules that define the scope of the Pillar Two global minimum effective tax rate proposal. A number of countries, including the UK, have adopted the core elements of the Pillar Two proposal effective for years beginning in 2024, and the European Union has adopted a Council Directive which requires certain Pillar Two rules to be transposed into member states’ national laws from such time. Based on our current understanding of the minimum revenue thresholds contained in the proposed Pillar Two rules, we expect that we may be within their scope and so their implementation could impact the amount of tax we have to pay. ~~Additionally,~~In ~~these~~January ~~changes~~2025, ~~may~~the ~~result~~OECD inpublished ~~unilateral~~revised orguidance ~~uncoordinated~~which ~~local~~included ~~country~~revisions ~~application~~to of the ~~action~~treatment ~~items. Any such inconsistencies in the tax laws~~ of ~~countries~~deferred ~~where the Company operates or is incorporated may lead to increased uncertainty with respect to~~ tax ~~positions~~assets orunder ~~otherwise~~Pillar ~~increase~~Two ~~the potential~~ for ~~double~~companies ~~taxation.~~with ~~Proposals~~cross-border ~~for~~operations USsuch ~~tax~~as ~~reform also potentially could have a significant adverse effect on us~~Signet. InIf ~~addition~~Bermuda, ~~the~~or ~~European~~jurisdictions ~~Commission has conducted investigations~~ in ~~multiple~~which ~~countries~~Signet ~~focusing~~operates, onadopt ~~whether~~revisions ~~local~~to ~~country~~their tax ~~legislation~~code orrelated ~~rulings~~to ~~provide~~this ~~preferential~~updated ~~tax~~OECD ~~treatment in violation of European Union state aid rules. Any impacts of these actions could increase the Company’s tax liabilities~~guidance, ~~which~~those ~~in turn could have a material adverse effect on the Company’s results of operations and financial condition.~~

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revisions may override, reduce or eliminate the deferred tax asset that Signet recorded in the fourth quarter of Fiscal 2024 related to the enactment of Bermuda’s Corporate Income Tax Act of 2023. Additionally, these changes may result in unilateral or uncoordinated local country application of the action items. Any such inconsistencies in the tax laws of countries where the Company operates or is incorporated may lead to increased uncertainty with respect to tax positions or otherwise increase the potential for double taxation. Proposals for US tax reform also potentially could have a significant adverse effect on us. In addition, the European Commission has conducted investigations in multiple countries focusing on whether local country tax legislation or rulings provide preferential tax treatment in violation of European Union state aid rules. Any impacts of these actions could increase the Company’s tax liabilities, which in turn could have a material adverse effect on the Company’s results of operations and financial condition.

International laws and regulations and foreign taxes could impact Signet’s ability to continue sourcing and manufacturing materials for its products on a global scale.

Signet is engaged in sourcing and manufacturing on a global scale, and as such, could be impacted by foreign governmental laws and regulations, foreign duties, taxes, and other charges on importing products, and international shipping delays or disruptions. Signet’s global operations are also subject to the Foreign Corrupt Practices Act and other such anti-corruption laws. Additionally, labor relations and general political conditions in the countries where Signet sources and manufactures its materials could impact the ultimate shipment and receipt of such supplies and products.

Stakeholders may face difficulties in enforcing proceedings against Signet Jewelers Limited as it is domiciled in Bermuda.

It is doubtful whether courts in Bermuda would enforce judgments obtained by investors in other jurisdictions, including the US, Canada and the UK, against the Parent Company or its directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against the Parent Company or its directors or officers under the securities laws of other jurisdictions.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk management and strategy

Signet recognizes the importance cybersecurity has to the success of our business. We also recognize the need to continually assess cybersecurity risk and evolve our response in the face of a rapidly and ever-changing environment. Accordingly, we aim to protect our business operations, including customer records and information, against known and evolving cybersecurity threats.

Signet manages cybersecurity risk using a cross-functional approach, which is overseen by the Company’s Board. The Company’s cyber risk management program is designed to anticipate, identify, assess, manage, mitigate, and respond to cybersecurity threats. This program is integrated within the Company’s enterprise risk management processes and addresses the store and corporate information technology environments, as well as third-party vendors, software, and applications upon which we rely.

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program is integrated within the Company’s enterprise risk management processes and addresses the store and corporate information technology environments, as well as third-party vendors, software, and applications upon which we rely.

The underlying controls of the cyber risk management program are based on recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”). Signet conducts periodic assessments against the NIST CSF and reviews key cybersecurity risks, utilizing a third party to perform this assessment of the Company’s cyber risk management program. The risk assessments, together with risk-based analysis and judgment, are used to determine security controls to address identified risks. Signet has strategically integrated cybersecurity risk management into the Company’s policies and broader enterprise risk management framework to promote a company-wide culture of cybersecurity. Signet considers the following factors, among others, during the process of determining how to address risks and which controls to implement: likelihood and severity of the risk; the impact on the Company, the Company’s customers, employees, and shareholders; and if a risk materializes, the feasibility and cost of controls and the impact of controls on operations.

Signet has a cybersecurity operations program that monitors its global cybersecurity environment and coordinates the investigation and remediation of cybersecurity alerts. In the event of a cybersecurity incident, the Chief Information Security Officer (“CISO”) is equipped with an incident response plan that includes immediate actions designed to mitigate the impact and long-term strategies for remediation and prevention of future incidents. We frequently stage incident response drills to prepare support teams to respond to a significant incident. The Company’s information security program includes the following specific controls that are used to some extent: endpoint threat detection and response; identity and access management; privileged access management; logging and monitoring involving the use of security information and event management; multi-factor authentication; firewalls and intrusion detection and prevention; and vulnerability and patch management, as well as policy and technical controls governing the use of AI.

Signet partners with leading cybersecurity companies and organizations, leveraging third-party technology and expertise. Signet engages with these partners to provide or operate technical controls and technology systems, monitor, and maintain the performance and effectiveness of products and services deployed in Signet’s environment, and conduct vulnerability scans and penetration testing.

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Signet also maintains a risk-based approach for assessing, identifying, and managing risks from cybersecurity threats associated with third-party service providers, third-party software, third-party applications and other companies with whom we do business (such as our outsourced credit card partners). Signet utilizes industry standard tools to assess the criticality of software, data assets, and operational technology. We conduct security assessments of high-risk third-party service providers before engagement to ensure compliance with our cybersecurity standards, including review of the service providers’ System and Organization Controls (SOC) report to assess their cybersecurity controls and risk assessment. This approach is designed to mitigate risks related to data breaches or other security incidents originating from or otherwise due to reliance on third parties.

Signet faces risks from cybersecurity threats that could have a material adverse effect on its business, financial condition, results of operations, cash flows or reputation. Signet does not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our overall business strategy, results of operations, or financial condition. However, Signet (or third parties on which Signet relies) may not be able to implement security controls fully, continuously and effectively as designed or intended. As described above, the Company utilizes a risk-based approach and judgment to determine the security controls to implement, and it is possible that Signet may not implement appropriate controls if management does not recognize, or underestimates, a particular risk. In addition, security controls, no matter how well designed or implemented, may only partially mitigate, but not fully eliminate, risks. Security events, when detected by security tools or third parties, may not always be immediately understood or acted upon by the Company (or by third parties on which Signet relies). See the “Risk Factors” section in Item 1A of this Annual Report on Form 10-K for additional discussion of our cybersecurity risks.

Governance

Signet’s cybersecurity program is run by our CISO, who is the head of the Company’s cybersecurity team, and who reports to Signet’s Chief Information Officer (“CIO”). The CISO is responsible for assessing and managing Signet’s cybersecurity risk management program, regularly informing senior management regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents and supervising such efforts. Our CISO and CIO have extensive experience assessing and managing cybersecurity programs and cybersecurity risk. Our CISO has served in this position with Signet since 2018, was previously CISO at multiple Fortune 500 retail and hospitality organizations, and held senior cybersecurity management roles in the financial services industry. The Signet cybersecurity team supporting the CISO has experience selecting, deploying, and operating cybersecurity technologies, initiatives, and processes around the world, and relies on threat intelligence as well as other information obtained from governmental, public, or private sources, including external consultants engaged by Signet. In addition, a cross-functional management committee has been established to assess cybersecurity breaches, should they occur, to determine whether a breach is material and requires disclosure.

The Governance and Technology Committee of the Board (“GTC”) oversees Signet’s cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks. Two of the members of our GTC are technology executives employed at their respective organizations who are highly technology-fluent and well-versed on cyber risks. The CISO and CIO regularly brief the GTC on the effectiveness of Signet’s cyber risk management program and risk status. In addition, cybersecurity risks are reviewed by the Board, at least annually, as part of the Company’s corporate risk-mapping exercise. In addition to scheduled meetings, the GTC, CISO and CIO maintain an ongoing dialogue regarding emerging or potential cybersecurity risks. Together, they receive updates on any significant developments in the cybersecurity domain, ensuring the Board’s oversight is proactive and responsive.

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ITEM 2. PROPERTIES

The following table provides the location, use and size of Signet’s material corporate, distribution, and other non-retail facilities required to support the Company’s global retail operations as of February 31, ~~2024~~2025:

Location

Function

Approximate square footage

Lease or Own

Lease expiration

Akron, Ohio

Corporate and distribution

546,000

Lease

2048

Akron, Ohio

Training facility

11,000

Lease

2032

Akron, Ohio

Repair facility

38,000

Own

N/A

Barberton, Ohio

Non-merchandise fulfillment

135,000

Lease

2032

Brentwood, Tennessee

Repair facility

16,~~020~~100

Lease

2025

Charlotte, North Carolina

Corporate and administrative

1412,~~200~~000

Lease

2033

Dallas, Texas

Corporate and administrative

190,000

Lease

2029

Dallas, Texas

Repair facility

31,000

Lease

2029

Dallas, Texas

Administrative

190,000

Lease

2029

Frederick, Maryland

Customer service

14,000

Lease

2026

Frederick, Maryland

Customer service

7,716

Lease

2026

Kent, Washington

Customer service and virtual studios

10,500

Lease

2029

Kent, Washington

Customer service, Virtual studios

10,500

Lease

2029

New York City, New York

Administrative and fulfillment

65,800

Lease

2032

New York City, New York

~~Administrative~~Manufacturing and ~~fulfillment~~distribution

6511,~~837~~300

Lease

~~2032~~2027

New York City, New York

Manufacturing and distribution

10,580

Lease

2027

Peoria, Illinois

Repair facility

13,000

Lease

2029

San Francisco, California

Administrative

6,178

Lease

2024

Seattle, Washington

Repair facility

27,500

Lease

2030

Seattle, Washington

Photo studio

11,000

Lease

2027

Seattle, Washington

Corporate and administrative

10,900

Lease

2024

Markham, Ontario (Canada)

Distribution and fulfillment

31,000

Lease

2026

Birmingham, UK

Corporate, distribution and eCommerce fulfillment

235,000

Own

N/A

Watford, UK

Administrative

20,500

Lease

2037

Gaborone, Botswana

Diamond polishing

34,200

Own

N/A

Herzelia, Israel

Technology center

12,400

Lease

2028

Herzliya, Israel

Technology center

17,800

Lease

2028

Herzelia, Israel

Technology center

5,400

Lease

2028

The Company has additional distribution and technology centers in New York, Israel, and the United Arab Emirates, as well as a diamond liaison office in India. Sufficient distribution exists in all geographies to meet the respective needs of the Company’s operations.

Global retail property

Signet attributes great importance to the location and appearance of its stores. Accordingly, in each of Signet’s ~~banners~~brands, investment decisions on selecting sites and refurbishing stores are made centrally, and strict real estate and investment criteria are applied. Below is a summary of ~~property~~Signet’s ~~details~~retail operations by geography ~~for~~and ~~Signet’s~~reportable ~~retail~~segment ~~operations~~ as of February 31, ~~2024~~2025:

				North America segment	International segment	Signet
	North America	International	Signet
US	2,288	—	2,288	~~2,319~~	—	~~2,319~~
Canada	91	—	91	92	—	92
UK	—	255	255	—	~~277~~	~~277~~
Republic of Ireland	—	8	8	—	9	9
Channel Islands				—	1	1
Total	2,379	263	2,642
Total				2,411	287	2,698

North America retail property

Signet’s North America segment operates stores and kiosks in the US and Canada, with substantially all of the locations being leased. In addition to a minimum annual rent cost, ~~the majority of~~ mall stores ~~are~~may ~~also~~be ~~liable~~required to pay rent based on sales above a specified base level. InUnder ~~Fiscal~~the ~~2024~~terms of a typical lease, the ~~majority~~Company ofis ~~the~~required ~~mall~~to ~~stores~~conform and ~~kiosks~~maintain ~~only~~its ~~made~~usage ~~base~~to ~~rental~~agreed ~~payments.~~standards ~~Under~~and ~~the~~is ~~terms~~responsible for its proportionate share of aexpenses ~~typical~~associated ~~lease~~with common area maintenance, utilities and taxes of the location.

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~~Company~~Towards isthe ~~required~~end of a lease, Signet evaluates whether to ~~conform~~renew a lease and ~~maintain~~refit the store, using similar operational and investment criteria as for a new store. Where the Company is uncertain whether the location will meet its ~~usage~~required toreturn ~~agreed~~on ~~standards~~investment, ~~and~~but the store is ~~responsible~~profitable, the lease may be renewed for ~~its~~an ~~proportionate~~appropriate ~~share~~amount of ~~expenses~~time ~~associated~~and ~~with~~reconsidered ~~common~~for investment at a later date based on the store’s performance. The Company not only monitors the stores’ performance but also monitors other factors such as trade area ~~maintenance,~~and ~~utilities~~mall grade and ~~taxes~~condition, as well as co-tenancy. The cost of ~~the~~remodels ~~mall~~and refurbishments can vary greatly by scope, location and age of store.

~~Towards~~Below ~~the~~is ~~end of~~ a ~~lease,~~summary ~~Signet~~of ~~evaluates whether to renew a~~ lease and ~~refit~~cost ~~the~~information ~~store,~~for ~~using~~stores ~~similar operational~~ and ~~investment~~kiosks ~~criteria~~in ~~as for a new store. Where~~ the ~~Company~~North isAmerica ~~uncertain~~segment whether the location will meet its required return on investment, but the store is profitable, the lease may be renewed for one to two years, during which time the store’s performance is further evaluated. The Company not only monitors the stores’ performance but also monitors other factors such as ~~trade area and mall grade. The cost~~ of ~~remodels~~February 1, ~~and refurbishments can vary greatly by location and age of store.~~2025:

Below is a summary of lease and cost information for stores and kiosks in the North America segment as of February 3, 2024:

Typical Initial Lease Term

Average Unexpired Lease Term

Typical Cost of New Store

Kay

Mall

5 years

2 years

$0.6 million to $1.0 million

Off-mall

5 years

3 years

$0.5 million to $0.9 million

Zales

Mall

5 years

2 years

$0.7 million to $1.1 million

Off-mall

5 years

2 years

$0.5 million to $0.7 million

Jared

10 to 20 years

4 years

$2.2 million to $3.2 million

Diamonds Direct

10 to 20 years

9 years

$2.0 million to $4.0 million

Blue Nile

5 to 10 years

5 years

$1.4 million to $1.9 million

Banter

In-line

3 to 5 years

1 year

$0.3 million to $0.5 million

Kiosk

3 to 5 years

1 year

$0.1 million to $0.2 million

Typical Initial Lease Term

Average Unexpired Lease Term

Typical Cost of New Store

Kay

Mall

5 years

2 years

$0.6 million to $1.1 million

Off-mall

5 years

3 years

$0.4 million to $0.7 million

Zales

Mall

5 years

2 years

$0.7 million to $1.1 million

Off-mall

5 years

2 years

$0.1 million to $0.6 million

Jared

10 to 20 years

4 years

$2.2 million to $3.2 million

Diamonds Direct

10 to 20 years

9 years

$1.9 million to $3.8 million

Blue Nile

5 to 10 years

7 years

$1.4 million to $1.9 million

Banter

In-line

3 to 5 years

2 years

$0.3 million to $0.5 million

Kiosk

3 to 5 years

1 years

$0.1 million to $0.2 million

In the US, the North America segment collectively leases approximately 30% of store and kiosk locations from two lessors. In Canada, approximately 66% of store locations are leased from five lessors, with no individual lessor relationship exceeding 16%. The segment had no other relationship with any lessor relating to 10% or more of its locations.

During the past five fiscal years, the Company generally has been successful in renewing its store leases as they expire and has not experienced difficulty in securing suitable locations for its stores. No store lease is individually material to Signet’s operations.

International retail property

The International segment’s stores are generally leased under full repairing and insuring leases (equivalent to triple net leases in the US). Wherever possible, Signet is shortening the length of new leases that it enters into or including break clauses in order to improve the flexibility of its lease commitments. AtAs of February 31, ~~2024~~2025, the average unexpired lease term of International premises was four years, and a majority of leases had either break clauses or terms expiring within five years. Rents are usually subject to upward review every five years if market conditions so warrant. An increasing proportion of rents also have an element related to the sales of a store, subject to a minimum annual value.

At the end of the lease period, subject to certain limited exceptions, leaseholders in the UK generally have statutory rights to enter into a new lease of the premises on negotiated terms. As current leases expire, Signet believes that it will be able to renew leases, if desired, for present store locations or to obtain leases in equivalent or improved locations in the same general area. Signet has not experienced difficulty in securing leases for suitable locations for its International stores. ~~No store lease is individually material to Signet’s operations.~~

A typical International segment store undergoes a remodel or refurbishment every five to ten years. The cost of remodeling a regular store is typically between $0.4 million and $0.8 million for both H. Samuel and Ernest Jones, while remodels in prestigious locations could exceed these amounts.

The International segment has no relationship with any lessor relating to 10% or more of its store locations. No store lease is individually material to Signet’s operations.

ITEM 3. LEGAL PROCEEDINGS

See discussion of legal proceedings in Note 28 of Item 8.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market and dividend information

The Company’s common shares (symbol: SIG) are traded on the New York Stock Exchange (“NYSE”).

Future payments of quarterly dividends will be based on Signet’s ability to satisfy all applicable statutory and regulatory requirements and its continued financial strength. Any future payment of cash dividends will depend upon such factors as Signet’s earnings, capital requirements, financial condition, restrictions under Signet’s credit facility, legal restrictions and other risk factors deemed relevant by the Board. See Item 1A Risk Factors.

Number of common shareholders

As of March 1514, ~~2024~~2025, there were approximately 6,~~432~~285 shareholders of record of the Company’s common shares.

Issuer purchases of equity securities

The following table contains the Company’s repurchases of common shares in the fourth quarter of Fiscal ~~2024~~2025:

Period	Total number of shares purchased	Average price paid per share (1)		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs
October 29, 2023 to November 25, 2023	27,528	$	81.72	27,528	$680,592,459
November 3, 2024 to November 30, 2024 (2)	52,424	$	93.13	52,424	$742,395,978
November 26, 2023 to December 30, 2023	167,022	$	86.20	167,022	$666,195,183
December 1, 2024 to December 28, 2024	—	$	—	—	$742,395,978
December 31, 2023 to February 3, 2024	51,792	$	99.90	51,792	$661,021,111
December 29, 2024 to February 1, 2025 (3)	313,395	$	61.78	313,395	$723,034,182
Total	~~246~~365,~~342~~819	$	8866.5827	~~246~~365,~~342~~819	$~~661~~723,~~021~~034,~~111~~182

(1) The average price paid per share excludes commissions paid of $45,~~434~~637 in connection with the repurchases made under the 2017 Share Repurchase Program.

36(2) Includes shares repurchased under a 10b5-1 Trading Plan adopted by the Company under the 2017 Share Repurchase Program entered into for the period between August 22, 2024 - November 15, 2024 to repurchase up to $71.4M of common shares pursuant to a trading grid at prices ranging from $65 to $120 per share.

(3) Includes shares repurchased under a 10b5-1 Trading Plan adopted by the Company under the 2017 Share Repurchase Program entered into for the period between January 6, 2025 - March 18, 2025 to repurchase up to $35M of common shares pursuant to a trading grid at prices ranging from $65 to $120 per share.

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Performance graph

The following performance graph and related information shall not be deemed “soliciting material” or to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that Signet specifically incorporates it by reference into such filing.

Historical share price performance should not be relied upon as an indication of future share price performance. The following graph compares the cumulative total return to holders of Signet’s common shares against the cumulative total return of the S&P 500 Index and the S&P 500 Specialty Retail Index for the five -year period ended February 31, ~~2024~~2025. The comparison of the cumulative total returns for each investment assumes that $100 was invested in Signet’s common shares and the respective indices on February 21, ~~2019~~2020 through February 31, ~~2024~~2025.

Related Shareholder Matters

Signet Jewelers Limited (the “Parent Company”) is classified by the Bermuda Monetary Authority as a non-resident of Bermuda for exchange control purposes. Issues and transfers of the Parent Company’s common shares involving persons regarded as non-residents of Bermuda for exchange control purposes may be effected without specific consent under the Exchange Control Act 1972 of Bermuda and regulations thereunder for so long as the Parent Company’s common shares are listed on an appointed stock exchange (which includes the NYSE). Issues and transfers of common shares involving persons regarded as residents in Bermuda for exchange control purposes may require specific prior approval under the Exchange Control Act 1972 of Bermuda and regulations thereunder.

The owners of common shares who are non-residents of Bermuda are not subject to any restrictions on their rights to hold or vote their shares. Because the Parent Company is classified as a non-resident of Bermuda for exchange control purposes, there are no restrictions on its ability to transfer funds into and out of Bermuda or to pay dividends, other than in respect of local Bermuda currency.

There is no reciprocal tax treaty between Bermuda and the US regarding withholding taxes. Under existing Bermuda law, there is no Bermuda income or withholding tax on dividends paid by the Parent Company to its shareholders. Furthermore, under existing Bermuda law, no Bermuda tax is levied on the sale or transfer of Signet common shares.

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis in this Item 7 ~~are~~is intended to provide the reader with information that will assist in understanding the significant factors affecting the Company’s consolidated operating results, financial condition, liquidity and capital resources. This discussion should be read in conjunction with our consolidated financial statements and notes to the consolidated financial statements included in Item 8. This discussion contains forward-looking statements and information. The Company's actual results could materially differ from those discussed in these forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those discussed below and elsewhere in this report, particularly in “Forward-Looking Statements” above as well as the “Risk Factors” section within Item 1A.

This management's discussion and analysis provides comparisons of material changes in the consolidated financial statements for Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024. For a comparison of Fiscal ~~2023~~2024 and Fiscal ~~2022~~2023, refer to Item 7 included in our Annual Report on Form 10-K for the year ended ~~January~~February 283, ~~2023~~2024 filed with the SEC on March 16 21, ~~2023~~2024.

OVERVIEW

Overall performance

Signet’s sales decreased by 65.38% during the fourth quarter of Fiscal ~~2024~~2025 compared to the same period in Fiscal ~~2023~~2024. ~~This~~During ~~overall~~the ~~decrease~~fourth ~~was~~quarter, ~~partially offset by~~ the ~~impact~~Company ofsaw ~~the~~positive ~~14th~~factors ~~week~~ in ~~the~~bridal ~~fourth~~units, ~~quarter~~overall ofmerchandise ~~Fiscal~~average ~~2024,~~unit ~~which~~retail ~~increased~~(“AUR”) ~~sales~~in byboth ~~$103.2 million.~~bridal ~~Sales~~and ~~were~~fashion, ~~down~~based ~~compared~~on to the ~~same~~continued ~~period~~newness inof the ~~prior~~product ~~year~~offering, ~~due~~and tostrong ~~the~~performance ~~deep~~in ~~COVID-induced~~services ~~engagement~~which ~~trough,~~continues ~~the~~to ~~continued~~outpace ~~impact~~merchandise. ofHowever, ~~heightened~~these ~~inflationary~~favorable ~~pressure~~impacts onwere ~~consumers’~~more ~~discretionary~~than ~~spending,~~offset ~~integration~~by ~~issues~~merchandise assortment gaps at ~~our~~key ~~digital~~gifting ~~banners~~price ~~resulting~~points induring ~~lower~~the ~~conversion~~Holiday ~~rates~~Season, as well as the ~~competitive~~impact ~~pricing~~of ~~pressure~~store ~~that~~closures ~~persisted~~and ~~throughout~~ the ~~year.~~impact ~~Amidst~~of ~~these pressures,~~ the ~~Company~~14th ~~launched~~week ~~new~~compared ~~items~~to ~~which had a 700 basis point higher sell-through than the~~ prior year ~~while~~fourth ~~leveraging~~quarter. ~~branding~~The ~~and~~fourth ~~value~~quarter ~~engineering~~was toalso ~~deliver~~unfavorably animpacted ~~average~~by ~~merchandise~~lower ~~transaction~~traffic ~~value~~post ~~(“ATV”)~~re-platforming ~~nearly~~related ~~flat~~ to ~~the~~search ~~prior~~engine ~~year~~optimization ~~fourth~~at ~~quarter~~the inDigital ~~North America~~brands. During the fourth quarter of Fiscal ~~2024~~2025, the Company’s ~~ATV~~AUR ~~decreased~~increased by 07.69% in the North America reportable segment and ~~decreased~~increased by 107.40% in the International reportable segment. The ~~International~~AUR ~~ATV~~in ~~decline~~North ~~primarily~~America ~~reflects~~was bolstered by the ~~underperformance~~newness ofin Signet’s product assortment, particularly in fashion, which was able to offset the ~~Ernest~~impacts ~~Jones~~of ~~banner~~competitive pricing pressure, ~~overall~~particularly ~~lower-price~~in bridal. Same store sales ~~stemming~~in ~~from~~the ~~macroeconomic~~International ~~factors~~reportable assegment ~~noted~~were ~~above,~~down as1.5% ~~well~~in asthe fourth quarter driven by lower units compared to prior year. Reported sales in the ~~impact~~fourth ~~from~~quarter were also partially impacted by the previously ~~announced~~disclosed divestiture of the UK prestige watch business. Inin ~~addition,~~ the ~~Services~~fourth ~~category~~quarter ~~continued~~of toFiscal ~~outperform merchandise~~2024, ~~increasing~~which 5%carried ~~compared~~products toat ~~the~~high ~~prior~~price ~~fourth quarter~~points.

~~The~~Refer ~~Company intends~~ to ~~continue to execute~~ the ~~initiatives~~“Results ~~under its Inspiring Brilliance strategy, which is focused on the achievement~~ of ~~sustainable~~Operations” ~~industry-leading growth toward its previously announced mid-term goals of growing revenue to $9 to $10 billion, with an annual double digit non-GAAP operating margin (See Non-GAAP Measures~~ section below for ~~further~~additional information). ~~The Inspiring Brilliance strategy focuses~~ on ~~sustainable~~performance ~~enhancements~~during to the ~~differentiation~~fourth ofquarter ~~Signet’s banners, including the expansion of its accessible luxury portfolio, its connected commerce~~ and ~~digital~~full ~~capabilities~~year ~~and~~Fiscal ~~its initiatives to accelerate services and optimize its real estate footprint~~2025. As described in the Purpose and Strategy section within Item 1 of this Annual Report on Form 10-K, through its Inspiring Brilliance strategy, the Company is focused on leveraging the core strengths that it has developed since the beginning of the transformation six years ago. Signet aims to be the innovation and market share leader of the jewelry category with opportunity for additional market share expansion and profitable growth as the Company leverages its flexible operating model and core strengths while investing to widen its competitive advantages.

~~Refer~~Grow toBrand ~~the~~Love ~~“Results of Operations” section below for further information on performance during the fourth quarter and full year Fiscal 2024.~~strategy

~~Outlook~~In Fiscal 2026, the Company launched its Grow Brand Love strategy. This transformative strategy focuses on accelerating growth and builds on a strong core foundation to create shareholder value. In addition, this strategy emphasizes style and product innovation, captivating experiences, and Brand loyalty while harnessing centralized core capabilities. The Company has identified three strategic imperatives as part of the Grow Brand Love framework: shifting from banners to Brand mindset; growing our core business and expanding into adjacent categories; and organizational realignment to accelerate strategy execution.

~~Jewelry~~See ~~industry revenues continued to soften in Fiscal 2024, driven by~~ the ~~impact~~Purpose of& ~~macroeconomic~~Strategy ~~factors,~~section ~~headwinds~~within inItem ~~engagements~~1 and shifts in consumer discretionary spending. However, beginning in Fiscal 2025, the Company expects same store sales between -4.5% and +0.5% with sequential improvement throughout the year, led by the expected engagement recovery acceleration in Fiscal 2025, winning new customers through the Company’s marketing scale and personalization, growing product newness, enhancing in-store and online customer experiences and the continued expansion of ~~our~~this ~~Service~~Annual ~~offerings.~~Report The Company also expects the integration issues at our digital banners to persist into Fiscal 2025, but anticipates these issues to be resolved in the second half of the year. While overall inflation has moderated, the Company anticipates that discretionary spending in categories such as jewelry will continue to be adversely impacted by high prices on ~~necessities~~Form ~~such~~10-K asfor ~~gas~~additional ~~and groceries, and could further impact sales of the Company’s product assortments at all price points~~information. ~~Consumer spending may also be impacted by customers’ ability to obtain credit, and we expect elevated discounting among independent jewelers to continue.~~

Despite the current headwinds, the Company expects to continue strategic investments that differentiate Signet from its competitors, in particular investments in its banner value propositions, its services business, personalization of marketing, and its digital and data analytics capabilities. The Company believes that these strategic investments have positioned Signet to drive market share gains and continue building its competitive advantages. Furthermore, the Company will maintain its diligent and effective efforts to drive cost savings and leverage its flexible operating model, scale and fleet optimization. As part of its efforts to focus on growth, the Company substantially completed the divestiture of the Company’s UK prestige watch business during the fourth quarter of Fiscal ~~2024.~~2026 ~~The Company believes the divestiture of this non-strategic business will enable the UK to accelerate key elements of its transformation.~~ Outlook

38The Company anticipates same store sales to be down 2.5% to up 1.5% for Fiscal 2026 providing some variability in an uncertain consumer spending environment. The Company believes it can continue to make progress on gifting and bridal at key price points and capitalize on the growth of engagements seen in January and in the first quarter to date in Fiscal 2026. The Company believes that under its new Grow Brand Love strategy it can grow through style and product innovation, captivating customer experiences, and building Brand loyalty, while harnessing and building on centralized core capabilities and leveraging the benefits of its scale through its new optimized structure. The Company will also be leaning into the largest and fastest growing segment of the jewelry market by accelerating its presence in self-purchase and gifting while working to expand its share in core bridal.

The Company continues to monitor the impacts of certain macroeconomic factors on its business, such as inflation and the Russia-Ukraine and Middle East conflicts. Signet operates quality control and technology centers in Israel, and to date, these operations have not been impacted by the geopolitical conflict in the Middle East. While the Company currently does not expect disruptions to its operations in Israel to have a material impact on the Company’s results of operations, the Company will continue to closely monitor this conflict and any impacts on its business, as well as its team members in Israel. Uncertainties exist that could impact the Company’s results of operations or cash flows in the future, such as competitive pricing pressure, including lab-grown diamonds, continued inflationary impacts to the Company (including, but not limited to, materials, labor, fulfillment and advertising costs) or adverse shifts in consumer discretionary spending, slower than anticipated recovery of engagements, deterioration of consumer credit, supply chain disruptions to the Company’s business, the Company’s ability to recruit and retain qualified team members, or organized retail crime and its impact to mall traffic. In addition, the Company will monitor potential impacts of changes to US economic policy, including taxes and tariffs, as a result of the new administration. See “Forward-Looking Statements” above as well as the “Risk Factors” section within Item 1A.

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The sale of the remaining locations is expected to close in the first half of Fiscal 2025. In addition, the Company plans to right size the Ernest Jones banner in the UK, expecting to close up to 30 additional locations in Fiscal 2025, as well as further streamlining overhead in the UK support center and leveraging its digital presence to drive traffic. See Note 4 of Item 8 for additional information.

The Company continues to monitor the impacts of certain macroeconomic factors on its business, such as inflation and the Russia-Ukraine and Israel-Hamas conflicts. Signet operates quality control and technology centers in Israel, and to date, these operations have not been materially impacted by the geopolitical conflict in the Middle East. While the Company currently does not expect disruptions to its operations in Israel to have a material impact on the Company’s results of operations, the Company will continue to closely monitor this conflict and any impacts on its business, as well as its team members in Israel. Uncertainties exist that could impact the Company’s results of operations or cash flows in the future, such as further pricing and inflationary environment changes impacting the Company (including, but not limited to, materials, labor, fulfillment and advertising costs) or adverse shifts in consumer discretionary spending, deterioration of consumer credit, supply chain disruptions to the Company’s business, the Company’s ability to recruit and retain qualified team members, or organized retail crime and its impact to mall traffic. See “Forward-Looking Statements” above as well as the “Risk Factors” section within Item 1A.

Blue Nile acquisition

On August 19, 2022, the Company acquired all of the outstanding shares of Blue Nile, Inc. (“Blue Nile”), subject to the terms of a stock purchase agreement entered into on August 5, 2022. The total cash consideration was $389.9 million, net of cash acquired, including purchase price adjustments for working capital. Blue Nile is a leading online retailer of engagement rings and fine jewelry. The addition of Blue Nile brings Signet a younger, more affluent, and diverse customer to Signet’s banner portfolio that expands Signet’s accessible luxury tier. We believe the strategic acquisition of Blue Nile accelerates Signet's efforts to enhance its connected commerce capabilities and extend its digital leadership across the jewelry category – all to further achieve meaningful operating synergies for the consumers and create value for shareholders.

Market and operating conditions

The Company faces a highly competitive and dynamic retail landscape throughout the geographies where it does business, as well as a challenging global macro-economic environment as described above impacting the jewelry industry. Refer to Item 1 for ~~further~~additional information on the Company’s business, markets and strategy.

Exchange translation impact

Monthly average exchange rates are used to prepare the Company’s consolidated statements of operations. In Fiscal ~~2025~~2026, it is anticipated a five percent movement in the British pound to US dollar exchange rate would impact the Company’s income before income taxes by approximately $0.42 million, while a five percent movement in the Canadian dollar to US dollar exchange rate would impact the Company’s income before income taxes by approximately $10.6 million.

RESULTS OF OPERATIONS

Fiscal ~~2024~~2025 Overview

Similar to many other retailers, Signet follows the retail 4-4-5 reporting calendar, which included an extra week in the fourth quarter and fiscal year periods of Fiscal 2024 (the “14th week” and “53rd week”, respectively). The extra week added $103.2 million in sales in the fourth quarter and full year Fiscal 2024. Fiscal ~~2023~~2025 was a 52 -week reporting period.

Same store sales

Management considers same store sales useful as it is a major benchmark used by investors to judge performance within the retail industry. Same store sales ~~growth~~ is calculated by comparison of sales in stores that were open in both the current and the prior fiscal year. Sales from stores that have been open for less than 12 months are excluded from the comparison until their 12-month anniversary. Similarly, sales from acquired businesses made within the last 12 months are excluded from the comparison until their 12-month anniversary. Sales from stores that were acquired during the period and have not been included in the Company’s results for both the current and prior period presented are also excluded from same store sales. Sales after the 12-month anniversary are compared against the equivalent prior period sales within the comparable store sales comparison. Stores closed in the current financial period are included up to the date of closure and the comparative period is correspondingly adjusted. Stores that have been relocated or expanded, but remain within the same local geographic area, are included within the comparison with no adjustment to either the current or comparative period. Stores that have been refurbished are also included within the comparison except for the period when the refurbishment was taking place, when those stores are excluded from the comparison both for the current year and for the comparative period. Same store sales are also impacted by certain accounting adjustments to sales, primarily related to the deferral of revenue from the Company’s extended service plans.

eCommerce sales include all sales with customers that originate online, including direct to customer, ship to store, and BOPIS. eCommerce sales are included in the calculation of same store sales for the period and the comparative figures from the 12-month anniversary of the launch of the relevant website. Brick and mortar same store sales are calculated by removing the eCommerce sales from the same store sales calculation described above. Comparisons at the divisional level are made in local currency and consolidated comparisons are made at constant exchange rates and exclude the effect of exchange rate movements by recalculating the prior period results as if they had been generated at the weighted average exchange rate for the current period.

39The 14th and 53rd weeks are excluded from same store sales in the fiscal year in which it occurs. In the subsequent fiscal year, same store sales is calculated by aligning the sales weeks of the current period to the equivalent sales weeks in the prior fiscal year period.

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comparisons are made at constant exchange rates and exclude the effect of exchange rate movements by recalculating the prior period results as if they had been generated at the weighted average exchange rate for the current period. Same store sales exclude the 53rd week in the fiscal year in which it occurs.

Cost of sales and gross margin

Cost of sales isconsists ~~mostly~~primarily ~~composed~~ of ~~merchandise~~the ~~costs~~following ~~(net~~expense ~~of discounts and allowances). Cost of sales also contains~~categories:

•~~Occupancy~~Merchandise costs ~~such as rent~~, ~~repairs~~net ~~and~~of ~~maintenance,~~discounts ~~depreciation~~ and ~~real estate taxes.~~allowances;

•~~Store~~Cost ~~operating~~of ~~expenses~~services, ~~such~~including asthe ~~utilities~~cost of replacement components, ~~store~~repair supplies and ~~third-party~~related ~~merchant~~compensation ~~credit~~and ~~costs.~~benefits for employees directly associated with performing the service;

•~~Distribution~~Store operating and ~~warehousing~~occupancy costs ~~including~~such ~~freight~~as rent, ~~processing~~utilities, ~~inventory~~real ~~shrinkage~~estate taxes, repairs and ~~related~~maintenance ~~payroll.~~(including common area maintenance), depreciation and amortization; and

•Distribution and inventory-related costs, including freight, processing, inventory scrap, shrinkage and related compensation and benefits.

As the classification of cost of sales or selling, general and administrative expenses varies from retailer to retailer, Signet’s gross margin percentage may not be directly comparable to other retailers.

Factors that influence gross margin include pricing, promotional environment, changes in merchandise costs, changes in non-merchandise components of cost of sales (as described above), changes in sales mix, foreign exchange, and the economics of services such as repairs and extended service plans. The price of diamonds varies depending on their size, cut, color and clarity.

Signet primarily uses an average cost inventory methodology and, as jewelry inventory turns slowly, the impact of movements in the cost of diamonds and gold takes time to be fully reflected in the gross margin. Signet’s inventory turns faster in the fourth quarter than in the other three quarters, therefore, changes in the cost of merchandise is more impactful on the gross margin in that quarter. An increase in inventory turnover would accelerate the rate at which commodity costs impact gross margin.38

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Signet primarily uses an average cost inventory methodology and, as jewelry inventory turns slowly, the impact of movements in inventory costs takes time to be fully reflected in gross margin. Signet’s inventory turns faster in the fourth quarter, therefore, changes in the cost of merchandise are more impactful on the gross margin in that quarter. An increase in inventory turnover would accelerate the rate at which commodity costs impact gross margin.

Selling, general and administrative expenses (“SG&A”)

SG&A ~~primarily~~is ~~includes~~mostly composed of store staff and store administrative costs as well as advertising and promotional costs. It also includes ~~field~~centralized ~~support~~administrative ~~center~~ expenses such as information technology, ~~finance,~~credit ~~eCommerce~~costs and other administrative operating expenses ~~(such as private label credit costs)~~ not specifically categorized elsewhere in the consolidated statements of operations.

The primary drivers of staffing costs are the number of full-time equivalent team members and the level of compensation, payroll taxes, benefits and incentives. Management varies, on a store by store basis, the hours worked based on the expected level of selling activity, subject to minimum staffing levels required to operate the store. Non-store staffing levels are less variable. A significant element of compensation is performance-based and is primarily dependent on sales and operating profit.

The level of advertising expenditures can vary. ~~The~~year ~~largest~~over ~~element~~year. ofIn ~~advertising~~order ~~expenditures~~to ~~has~~evolve ~~historically~~its ~~been~~marketing ~~national~~allocations ~~television~~based ~~advertising;~~on ~~however~~consumer habits, ~~Signet~~business ~~has~~needs, ~~continued~~and tomaximize ~~invest~~return ~~more~~ on ~~digital and social marketing in recent years as part of~~ its ~~transformational~~advertising ~~initiatives~~investments, inthe ~~order~~Company toprimarily ~~evolve~~focuses its ~~marketing~~spend ~~allocations based~~ on ~~consumer~~digital ~~habits,~~and ~~business~~social ~~needs~~marking, ~~and~~supplemented ~~maximize~~by ~~return~~targeted onnational ~~investment~~television ~~on its~~ advertising ~~investments~~.

Other operating ~~income~~ (expense) income, net

Other operating ~~income~~ (expense) income, net primarily consists of miscellaneous operating income and expense items such as litigation settlements, restructuring charges, gains or losses on ~~sales~~the sale of assets (including divestitures), foreign currency gains and losses, and gains and losses from undesignated derivative contracts. See Note 1121 in Item 8 for further detail on the Company’s other operating ~~income~~ (expense) income, net.

40Comparison of Fiscal 2025 to Prior Year

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	Fiscal 2025				Fiscal 2024
(in millions, except per share amounts)	$		% of sales		$		% of sales
Sales	$	6,703.8	100.0	%	$	7,171.1	100.0	%
Cost of sales	(4,078.2)		(60.8)		(4,345.7)		(60.6)

Gross margin	2,625.6		39.2		2,825.4		39.4
Selling, general and administrative expenses	(2,122.6)		(31.7)		(2,197.7)		(30.6)


Asset impairments, net	(372.0)		(5.5)		(9.1)		(0.1)
Other operating (expense) income, net	(20.3)		(0.3)		2.9		—
Operating income	110.7		1.7		621.5		8.7
Interest income, net	9.8		0.1		18.7		0.3
Other non-operating income (expense), net	3.7		0.1		(0.4)		—
Income before income taxes	124.2		1.9		639.8		8.9
Income taxes	(63.0)		(0.9)		170.6		2.4
Net income	61.2		0.9		810.4		11.3
Dividends on redeemable convertible preferred shares	(96.8)		(1.4)		(34.5)		(0.5)
Net (loss) income attributable to common shareholders	$	(35.6)	(0.5)	%	$	775.9	10.8	%

Diluted (loss) earnings per share	$	(0.81)	nm		$	15.01	nm

Comparison of Fiscal 2024 to Prior Year

	Fiscal 2024				Fiscal 2023
(in millions, except per share amounts)	$		% of sales		$		% of sales
Sales	$	7,171.1	100.0	%	$	7,842.1	100.0	%
Cost of sales	(4,345.7)		(60.6)		(4,790.0)		(61.1)
Gross margin	2,825.4		39.4		3,052.1		38.9
Selling, general and administrative expenses	(2,197.7)		(30.6)		(2,214.6)		(28.2)
Asset impairments, net	(9.1)		(0.1)		(22.7)		(0.3)
Other operating income (expense), net	2.9		—		(209.9)		(2.7)
Operating income	621.5		8.7		604.9		7.7
Interest income (expense), net	18.7		0.3		(13.5)		(0.2)
Other non-operating expense, net	(0.4)		—		(140.2)		(1.8)
Income before income taxes	639.8		8.9		451.2		5.8
Income taxes	170.6		2.4		(74.5)		(1.0)
Net income	810.4		11.3		376.7		4.8
Dividends on redeemable convertible preferred shares	(34.5)		(0.5)		(34.5)		(0.4)
Net income attributable to common shareholders	$	775.9	10.8	%	$	342.2	4.4	%
Diluted earnings per share	$	15.01	nm		$	6.64	nm

nm Not meaningful.

Fiscal year sales

Signet’s total sales decreased 8.6.5% to $76.1770 billion compared to $7.8417 billion in the prior year. Signet’s same store sales decreased 113.64%, compared to a decrease of 611.16% in the prior year. These declines were driven primarily by ~~the~~a ~~impact~~slower ofthan ~~heightened~~expected ~~inflationary~~engagement ~~pressure~~recovery, onstore ~~consumers’~~closures ~~discretionary spending~~ and the ~~decline~~prestige watch divestiture in the ~~bridal category~~UK, ~~driven~~integration bychallenges ~~lower~~at ~~engagements.~~the ~~The~~Digital ~~total~~brands ~~sales~~in ~~decrease was partially offset by~~ the ~~inclusion~~first half of the ~~full~~ year ~~sales of Blue Nile~~, ~~which~~the ~~was~~impact ~~acquired~~of in the ~~third~~macro ~~quarter~~environment ofon ~~Fiscal~~consumer ~~2023~~spending, and the impact of the 53rd week as noted above.

eCommerce sales year to date were $1.6452 billion, updown $41118.07 million or 27.62% compared to $1.6064 billion in the prior year. eCommerce sales accounted for 22.97% of year to date sales, updown slightly from 2022.49% of total sales in the prior year. ~~Brick~~The ~~and~~decrease ~~mortar~~in ~~same~~total ~~store~~eCommerce sales ~~decreased~~was ~~11.3%~~driven ~~from~~by the ~~prior~~challenges ~~period. The increase~~ in ~~eCommerce~~the ~~sales~~Digital asbrands ofnoted ~~percentage~~above. ofBrick ~~sales~~and ismortar ~~primarily~~same ~~due~~store tosales ~~the~~decreased ~~addition~~2.9% ofwhen ~~Blue~~compared ~~Nile~~with tothe ~~Signet’s~~prior ~~portfolio in Fiscal 2023~~period.

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The breakdown of the year to date sales performance by reportable segment is set out in the table below:

	Change from previous year
Fiscal 2024	Same store sales		Non-same store sales, net (1)		Impact of 53rd week on total sales		Total sales at constant exchange rate (2)		Exchange translation impact		Total sales as reported		Total sales (in millions)
Fiscal 2025	Same store sales (1)		Non-same store sales, net		Impact of 53rd week on total sales		Total sales at constant exchange rate (2)		Exchange translation impact		Total sales as reported		Total reported sales (in millions)
North America reportable segment	(113.96)	%	2(0.69)	%	(1.35)	%	(86.0)	%	—	%	(86.0)	%	$	6,~~703~~299.81
International reportable segment	(50.35)	%	(612.39)	%	(1.36)	%	(1015.30)	%	1.96	%	(813.4)	%	$	~~430~~373.72
Other reportable segment (3)	nm		nm		nm		nm		nm		nm		$	3631.65
Signet	(113.64)	%	(1.7)	%	(1.35)	%	(86.6)	%	—0.1	%	(8.6.5)	%	$	76,~~171~~703.18

(1) ~~Includes~~The ~~sales~~53rd ~~from~~week ~~acquired~~in ~~businesses~~Fiscal ~~which~~2024 ~~were~~has ~~not~~resulted ~~included~~ in ~~the~~a ~~results~~shift ~~for~~as the ~~full~~current ~~comparable~~fiscal ~~periods~~year ~~presented~~began a week later than the previous fiscal year. ~~Blue~~As ~~Nile~~described isabove, ~~included~~Fiscal in2025 same store sales ~~beginning~~have inbeen calculated by aligning the ~~third~~sales ~~quarter~~weeks of ~~Fiscal~~the ~~2024~~current year to date period to the equivalent sales weeks in the prior fiscal year. Total reported sales continue to be calculated based on the reported fiscal periods.

(2) The Company provides the period-over-period change in total sales excluding the impact of foreign currency fluctuations, which is a non-GAAP measure, to provide transparency to performance and enhance investors’ understanding of underlying business trends. The effect from foreign currency, calculated on a constant currency basis, is determined by applying current year average exchange rates to prior year sales in local currency.

(3) Includes sales from Signet’s diamond sourcing operation.

nm Not meaningful.

~~ATV~~AUR is an operating metric defined as ~~net~~ merchandise sales divided by ~~the~~merchandise ~~total number of customer transactions~~units. The ~~ATV~~AUR is measured each period based on the reported sales for the corresponding period presented. Beginning in the second quarter of Fiscal 2024, the Company changed its presentation of ATV to be calculated based on total reported net merchandise sales, compared to a same store sales base used in prior periods, as this metric is more representative of the comparison of reported sales period over period. The prior period amounts presented below, and throughout this discussion and analysis, have been restated to be presented comparatively.

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	Average Merchandise Transaction Value (1)(2)								Merchandise Transactions
	Average Value				Change from previous year				Change from previous year
Fiscal 2024	Fiscal 2024		Fiscal 2023		Fiscal 2024		Fiscal 2023		Fiscal 2024		Fiscal 2023
North America reportable segment	$	551	$	538	2.4	%	18.8	%	(11.5)	%	(15.4)	%
International reportable segment (3)	£	171	£	172	(0.6)	%	10.3	%	(10.6)	%	(3.9)	%

(1) Net merchandise sales within the North America reportable segment include all merchandise product sales, net of discounts and returns. In addition, excluded from net merchandise sales are sales tax in the US, repairs, extended service plans, insurance, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to change in reported sales.

(2) Net merchandise sales within the International reportable segment include all merchandise product sales, including value added tax (“VAT”), net of discounts and returns. In addition, excluded from net merchandise sales are repairs, warranty, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to change in reported sales.

(3) International reportable segment amounts are denominated in British pounds.

North America sales

The North America reportable segment’s total sales were $6.7030 billion compared to $76.2970 billion in the prior year, down 86.0%. This decrease was primarily driven by the ~~decline in the core banners due to the~~ impact of ~~heightened~~the ~~inflationary~~macro ~~pressure~~environment on ~~consumers’~~consumer ~~discretionary~~ spending, ~~and~~integration ~~the~~challenges ~~decline~~at in the ~~bridal~~Digital ~~category,~~brands ~~driven~~during bythe ~~lower~~first ~~engagements.~~half ~~This~~of ~~decrease~~the ~~was~~year, ~~partially~~the ~~offset~~impact byof the ~~addition~~53rd ofweek ~~Blue~~as ~~Nile~~noted toabove, ~~Signet’s~~and ~~North~~the ~~America~~decline ~~portfolio~~in ~~and~~ the ~~impact~~bridal ofcategory, driven by the ~~53rd~~slower ~~week~~than asexpected ~~noted~~engagement ~~above~~recovery. Same store sales decreased 113.96% compared to a decrease of 711.09% in the prior year. North America’s ~~ATV~~AUR increased 23.43% compared to the prior year, ~~driven~~from by$390 ~~Blue~~to ~~Nile~~$403, while the number of ~~transactions~~units decreased 117.54%.

International sales

The International reportable segment’s total sales decreased 813.4%, or 15.0% at constant exchange rates, to $~~430~~373.72 million compared to $~~470~~430.17 million in the prior year, primarily due to the ~~underperformance~~impact of the ~~Ernest~~divestiture ~~Jones~~of ~~banner and~~ the ~~overall~~prestige ~~impact~~watch ofbusiness ~~heightened~~in ~~inflationary~~the ~~pressure~~fourth onquarter ~~consumers’~~of ~~discretionary~~Fiscal ~~spending.~~2024 ~~Total~~and ~~sales~~the atimpact ~~constant~~of ~~exchange~~store ~~rates decreased 10~~closures.~~3%.~~ The number of ~~transactions~~units decreased 108.60%, ~~while~~and ~~ATV~~AUR decreased 02.68% over prior year.

Fourth quarter sales

Signet’s total sales decreased 65.38% year over year to $2.54 billion in the fourth quarter~~, while total sales at constant exchange rates decreased 6~~.~~6%.~~ Same store sales decreased 91.61%, compared to a decrease of 9.16% in the prior year quarter. These ~~declines~~decreases were ~~driven~~primarily by the ~~impact~~result of ~~heightened~~merchandise ~~inflationary~~assortment ~~pressure~~gaps onat ~~consumers’~~key ~~discretionary~~gifting ~~spending~~price ~~and~~points, ~~the~~which ~~decline~~were inpartially ~~the~~offset ~~bridal~~by ~~category,~~increased ~~driven~~AUR byin ~~lower~~fashion ~~engagements~~and bridal. AsAdditionally, ~~mentioned~~the ~~above,~~decrease ~~this~~in ~~overall~~total ~~decrease~~reported sales was ~~partially~~also ~~offset~~impacted by store closures and the impact of the 14th week inas ~~the~~noted ~~fourth quarter of Fiscal 2024~~above.

eCommerce sales in the fourth quarter of Fiscal ~~2024~~2025 were $~~593~~562.43 million, down $5631.61 million or 85.72% compared to $~~650~~593.04 million in the prior year fourth quarter, ~~resulting~~ primarily ~~from~~due ~~the~~to ~~decline~~lower intraffic ~~the~~post ~~bridal~~re-platforming ~~category,~~related ~~driven~~to bysearch ~~operational~~engine ~~issues~~optimization at the ~~digital~~Digital ~~banners~~brands ~~that~~noted ~~resulted in lower conversion rates~~above. eCommerce sales accounted for 23.89% of fourth quarter sales, ~~down~~up slightly from 2423.48% of total sales in the prior year fourth quarter. Brick and mortar same store sales decreased 91.04% from the prior year fourth quarter.

The breakdown of the fourth quarter sales performance by reportable segment is set out in the table below:

	Change from previous year
Fourth Quarter of Fiscal 2024	Same store sales		Non-same store sales, net		Impact of 14th week on total sales		Total sales at constant exchange rate (1)		Exchange translation impact		Total sales as reported		Total sales (in millions)
Fourth Quarter of Fiscal 2025	Same store sales (1)		Non-same store sales, net		Impact of 14th week on total sales		Total sales at constant exchange rate (2)		Exchange translation impact		Total sales as reported		Total reported sales (in millions)
North America reportable segment	(101.01)	%	—(0.7)	%	(3.96)	%	(65.14)	%	—(0.2)	%	(65.16)	%	$	2,~~350~~219.45
International reportable segment	(1.05)	%	(~~14.~~3.9)	%	3(5.96)	%	(11.40)	%	30.91	%	(710.59)	%	$	~~141~~126.72
Other reportable segment (2)	nm		nm		nm		nm		nm		nm		$	5.5
Other reportable segment (3)	nm		nm		nm		nm		nm		nm		$	6.9
Signet	(91.61)	%	(0.9)	%	(3.97)	%	(65.67)	%	(0.31)	%	(65.38)	%	$	2,~~497~~352.6

(1) The ~~Company~~53rd ~~provides~~week ~~the~~in ~~period-over-period~~Fiscal ~~change~~2024 has resulted in ~~total~~a ~~sales~~shift ~~excluding~~as the ~~impact~~current offiscal ~~foreign~~year ~~currency~~began ~~fluctuations,~~a ~~which~~week islater athan ~~non-GAAP~~the ~~measure,~~previous tofiscal ~~provide~~year. ~~transparency~~As todescribed ~~performance~~above, ~~and~~fourth ~~enhance~~quarter ~~investors’~~Fiscal ~~understanding~~2025 ofsame ~~underlying~~store ~~business~~sales ~~trends.~~have ~~The~~been ~~effect~~calculated ~~from~~by ~~foreign~~aligning ~~currency,~~the ~~calculated~~sales onweeks aof ~~constant~~the ~~currency~~current ~~basis,~~quarter isto ~~determined~~the byequivalent ~~applying~~sales ~~current~~weeks in the prior fiscal year ~~average~~quarter. ~~exchange~~Total ~~rates~~reported sales continue to ~~prior~~be ~~year~~calculated ~~sales~~based inon ~~local~~the ~~currency~~reported fiscal periods.

(2) ~~Includes~~The Company provides the period-over-period change in total sales ~~from~~excluding ~~Signet~~the impact of foreign currency fluctuations, which is a non-GAAP measure, to provide transparency to performance and enhance investors’s ~~diamond~~understanding ~~sourcing~~of ~~operation~~underlying business trends. The effect from foreign currency, calculated on a constant currency basis, is determined by applying current year average exchange rates to prior year sales in local currency.

(3) Includes sales from Signet’s diamond sourcing operation.

nm Not meaningful.

4240

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	Average Merchandise Transaction Value (1)(2)								Merchandise Transactions
	Average Value				Change from previous year				Change from previous year
Fourth Quarter	Fiscal 2024		Fiscal 2023		Fiscal 2024		Fiscal 2023		Fiscal 2024		Fiscal 2023
North America reportable segment	$	497	$	500	(0.6)	%	8.0	%	(6.7)	%	(10.0)	%
International reportable segment (3)	£	146	£	163	(10.4)	%	14.8	%	(2.4)	%	(20.3)	%

(2) Net merchandise sales within the International reportable segment include all merchandise product sales, including VAT, net of discounts and returns. In addition, excluded from net merchandise sales are repairs, warranty, employee and other miscellaneous sales. As a result, the sum of the changes will not agree to change in reported sales.

(3) International reportable segment amounts are denominated in British pounds.

North America sales

The North America reportable segment’s total sales were $2.42 billion compared to $2.54 billion in the prior year quarter, or a decrease of 65.16%. This decrease was primarily ~~driven by~~ the ~~decline~~result ~~in same store sales due to the impact~~ of ~~heightened~~merchandise ~~inflationary~~assortment ~~pressure~~gaps onat ~~consumers’~~key ~~discretionary~~gifting ~~spending~~price ~~and~~points, ~~the~~which ~~decline~~were inpartially ~~the~~offset ~~bridal category, driven~~ by ~~lower~~increased ~~engagements.~~AUR ~~Same~~in ~~store~~fashion ~~sales~~and ~~decreased 10~~bridal.0% ~~compared~~The tonumber aof ~~decrease~~units ofdecreased 98.35% inyear ~~the~~over ~~prior~~ year. ~~quarter~~Additionally, ~~which~~the isdecrease ~~reflective~~in oftotal ~~the~~reported ~~factors~~sales ~~discussed~~was ~~above~~also ~~and~~impacted ~~resulted~~by ~~from~~ the ~~number~~14th ofweek ~~transactions~~as ~~decreasing~~noted ~~by 6~~above.7% ~~year~~Same ~~over~~store ~~year.~~sales ~~These~~decreased ~~declines~~1.1% ~~were~~compared ~~offset~~to bya ~~the~~decrease ~~14th week~~ of ~~sales~~10.0% infrom the ~~fourth~~prior ~~quarter~~year ~~noted above~~quarter.

International sales

The International reportable segment’s total sales decreased 710.59%, or 11.0% at constant exchange rates, to $~~141~~126.72 million compared to $~~153~~141.27 million in the prior year quarter, primarily due to the impact of ~~heightened~~store ~~inflationary~~closures. ~~pressure~~The onnumber ~~consumers’ discretionary spending and underperformance~~ of ~~the~~units ~~Ernest~~decreased ~~Jones banner, including the impact of the prestige watch divestiture in November 2023~~6.1% ~~This~~and ~~decrease~~AUR ~~was~~increased ~~partially offset by a strengthening of the British Pound experienced during the quarter, offsetting 3~~7.90% ofyear ~~this~~over ~~decline~~year. ~~Total~~Same store sales ~~at constant exchange rates~~ decreased 111.45%. ~~The~~compared ~~number~~to ofa ~~transactions~~decrease ~~decreased~~of 21.40%, ~~while~~in ~~ATV~~the ~~decreased~~prior ~~10.4%~~ year ~~over year~~quarter.

Gross margin

InGross ~~Fiscal~~margin ~~2024,~~for ~~gross~~Fiscal ~~margin~~2025 was $2.86 billion or 39.42% of sales compared to $32.18 billion or 3839.94% of sales in Fiscal ~~2023~~2024. ~~The~~In ~~slight~~the ~~increase~~fourth inquarter of Fiscal 2025, gross margin ~~rate~~was ~~for~~$1.00 ~~Fiscal~~billion ~~2024~~or 42.6% of sales compared to ~~Fiscal~~$1.08 ~~2023~~billion ~~reflects~~or ~~higher~~43.3% ~~merchandise~~of ~~margins,~~sales ~~which~~in isthe ~~led~~prior byyear afourth ~~higher~~quarter. ~~mix~~The ofdecrease ~~services~~in ~~and~~gross bymargin ~~the~~rate ~~continued~~for ~~expansion~~both ~~from~~ the ~~Company’s~~Fiscal ~~merchandise~~2025 ~~strategy of branding~~ and ~~newness,~~fourth asquarter ~~well~~comparative asperiods reflects the ~~favorable~~deleveraging ~~impacts~~ of ~~cost~~fixed ~~savings.~~costs ~~This~~on ~~impact~~lower ~~was~~sales volume partially offset by ~~the~~higher ~~deleveraging~~merchandise ofmargins, ~~fixed~~driven ~~costs~~by onincreased ~~the~~AUR, ~~lower~~growth ~~volume~~in ~~as described above~~services, ~~primarily~~product innewness ~~store~~and ~~occupancy~~higher ~~costs~~fashion penetration.

In the fourth quarter of Fiscal 2024, gross margin was $1.08 billion or 43.3% of sales compared to $1.11 billion or 41.7% of sales in the prior year fourth quarter. The increase in gross margin rate for the fourth quarter of Fiscal 2024 compared to the fourth quarter of Fiscal 2023 reflects the continued growth of services and the strength of Company’s merchandise strategy of branding and newness driving overall higher merchandise margins.

Selling, general and administrative expenses

SG&A for Fiscal ~~2024~~2025 was $2.2012 billion or 3031.67% of sales compared to $2.2120 billion or 2830.26% of sales in Fiscal ~~2023~~2024. In the fourth quarter of Fiscal ~~2024~~2025 SG&A was $~~671~~639.92 million or 2627.92% of sales compared to $~~702~~671.59 million or 26.39% of sales in the prior year fourth quarter. The increase in SG&A as a percentage of sales for both the Fiscal ~~2024~~2025 and fourth quarter comparative periods was ~~primarily~~driven ~~due~~by tohigher ~~the~~advertising ~~deleveraging~~expense and deleverage of fixed costs, asprimarily athe ~~result~~fixed portion of ~~lower~~labor. ~~sales~~In inaddition, the ~~core~~second ~~banners,~~half ~~which~~of ~~were~~Fiscal ~~partially~~2025 ~~offset~~included byapproximately ~~overall~~$8.0 ~~cost~~million ~~savings~~of ~~initiatives~~leadership transition costs, including $6.0 million in the fourth quarter.

Asset impairments, net

During Fiscal ~~2024~~2025, the Company recorded ~~non-cash,~~ pre-tax asset impairments related to the impairment of long-lived assets and intangible assets of $9372.10 million, of which $366.5 million was related to the impairment of the goodwill and indefinite-lived trade names for Diamonds Direct and the Digital brands and $5.5 million was related to the impairment of long-lived assets. During the fourth quarter of Fiscal ~~2024~~2025, the Company recorded ~~non-cash,~~ pre-tax asset impairments of $3202.47 million, primarily related to ~~intangible~~the ~~assets~~impairment of the goodwill of the Digital brands and indefinite-lived trade names for the Digital brands and Diamonds Direct.

During Fiscal ~~2023~~2024, the Company recorded ~~non-cash,~~ pre-tax asset impairments related to the impairment of long-lived assets and intangible assets of $229.71 million. During the fourth quarter of Fiscal ~~2023~~2024, the Company recorded ~~non-cash,~~ pre-tax asset impairments of $203.74 million, ~~all~~primarily ~~of which~~ related to ~~long-lived~~intangible assets ~~and was driven by a partial impairment of the Company’s support center~~.

See Note 1614 of Item 8 for additional information on the asset impairments.

43Other operating (expense) income, net

~~Table~~In Fiscal 2025, other operating expense was $20.3 million compared to income of ~~Contents~~$2.9 million in Fiscal 2024. Fiscal 2025 was primarily driven by restructuring charges of $11.5 million and foreign exchange losses of $2.2 million. Fiscal 2024 was primarily driven by the net gain on divestitures of $12.3 million partially offset by restructuring charges of $7.5 million and foreign exchange losses of $3.0 million.

~~Other~~In the fourth quarter of Fiscal 2025, other operating expense was $7.1 million compared to income ~~(expense),~~of $10.3 million in the fourth quarter of Fiscal 2024. The fourth quarter of Fiscal 2025 included restructuring charges of $0.5 million and foreign exchange losses of $0.8 million. The fourth quarter of Fiscal 2024 was primarily driven by the net gain on divestitures of $13.6 million partially offset by restructuring charges of $1.9 million.

InSee ~~Fiscal~~Note ~~2024~~4, ~~other~~Note ~~operating~~21 ~~income~~and ~~was~~Note ~~$2.9~~26 ~~million compared to an expense~~ of ~~$209.9~~Item ~~million~~8 infor ~~Fiscal~~additional ~~2023~~information. Fiscal 2024 was primarily driven by the net gain on divestitures of $12.3 million partially offset by restructuring charges of $7.5 million and foreign exchange losses. Fiscal 2023 was primarily driven by the litigation charges of $203.8 million.

In the fourth quarter of Fiscal 2024, other operating income was $10.3 million compared to an expense of $18.4 million in the fourth quarter of Fiscal 2023. The fourth quarter of Fiscal 2024 was primarily driven by the net gain on divestitures of $13.6 million partially offset by restructuring charges of $1.9 million. The fourth quarter of Fiscal 2023 was primarily driven by charges related to a litigation matter of $15.9 million.

See Notes 11 and 28 of Item 8 for additional information.

Operating income

In ~~the year to date period of~~ Fiscal ~~2024~~2025, operating income was $~~621~~110.57 million or 81.7% of sales compared to $~~604~~621.95 million or 78.7% of sales in Fiscal ~~2023~~2024. The ~~increase~~decrease in the current year was primarily ~~due~~driven toby the ~~lapping~~impact of ~~charges~~goodwill ~~related to litigation~~ and ~~asset~~indefinite-lived intangible impairment charges, inlower ~~Fiscal~~sales ~~2023~~volume ofand ~~approximately~~higher ~~$220~~advertising ~~million,~~expense ~~which~~noted ~~were~~above, ~~substantially~~partially offset by ~~the~~cost ~~impact~~savings ~~of the sales volume decline in the current year~~initiatives.

In the fourth quarter, operating income was $~~416~~152.36 million or 166.75% of sales compared to $~~369~~416.53 million or 1316.97% of sales in prior year fourth quarter. The ~~increase~~decrease in ~~operating income was primarily~~ the ~~result~~current ofyear ~~the~~quarter ~~support~~was ~~center~~primarily ~~asset~~driven ~~impairment~~by ~~and litigation charges incurred in~~ the ~~fourth~~impact ~~quarter~~ of ~~Fiscal~~goodwill ~~2023~~and ofindefinite-lived ~~approximately~~intangible ~~$30~~impairment ~~million~~charges, aslower ~~well~~sales asvolume ~~the~~and ~~net~~higher ~~gain~~advertising onexpense ~~divestitures of $13.6 million in the current year fourth quarter~~ noted above.

~~Signet’s operating income (loss) by reportable segment for the year to date period is as follows:~~41

	Fiscal 2024				Fiscal 2023
(in millions)	$		% of sales		$		% of sales
North America reportable segment (1)	$	677.0	10.1	%	$	673.2	9.2	%
International reportable segment (2)	13.1		3.0	%	(0.2)		—	%
Other reportable segment	(8.2)		nm		2.4		nm
Corporate and unallocated expenses	(60.4)		nm		(70.5)		nm
Operating income	$	621.5	8.7	%	$	604.9	7.7	%

(1) Fiscal 2024 includes: 1) $22.0 million of acquisition and integration-related expenses, primarily severance and retention, exit and disposal costs and system decommissioning costs incurred for the integration of Blue Nile; 2) $6.3 million of restructuring charges; 3) $9.0 million of net asset impairment charges primarily related to restructuring and integration; and 4) a $3.0 million credit to income related to the adjustment of a prior litigation accrual.

Fiscal 2023 includes: 1) $13.4 million of cost of sales associated with the fair value step-up of inventory acquired in the Diamonds Direct and Blue Nile acquisitions; 2) $14.7 million of acquisition and integration-related expenses in connection with the Blue Nile acquisition, primarily related to professional fees and severance costs; 3) $203.8 million related to pre-tax litigation charges; and 4) net asset impairment charges of $20.0 million.

See Note 4, Note 16, Note 26, and Note 28 of Item 8 for additional information.

(2) Fiscal 2024 includes a $12.3 million gain from the divestiture of the UK prestige watch business, net of transaction costs and $1.2 million of restructuring charges.

Fiscal 2023 includes net asset impairment charges of $2.7 million.

See Note 4, Note 16, and Note 26 of Item 8 for additional information.

nm Not meaningful.

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~~Signet’s~~North America operating income ~~(loss) by reportable segment for the fourth quarter is as follows:~~

	Fourth Quarter Fiscal 2024				Fourth Quarter Fiscal 2023
(in millions)	$		% of sales		$		% of sales
North America reportable segment (1)	$	396.0	16.8	%	$	372.9	14.9	%
International reportable segment (2)	36.0		25.4	%	14.7		9.6	%
Other reportable segment	(3.4)		nm		(2.1)		nm
Corporate and unallocated expenses	(12.3)		nm		(16.0)		nm
Operating income	$	416.3	16.7	%	$	369.5	13.9	%

In Fiscal 2025, operating income in the North America reportable segment was $173.7 million, or 2.8% of segment sales, and includes $371.7 million of asset impairment charges primarily related to goodwill and indefinite-lived intangible assets, $6.9 million of restructuring and related charges and $1.3 million of leadership transition costs. In Fiscal 2024, operating income in the North America reportable segment was $677.0 million, or 10.1% of segment sales, and includes $22.0 million of acquisition and integration costs, $6.3 million of restructuring charges and $9.0 million of net asset impairment charges.

~~(1) Fiscal~~In ~~2024~~the ~~includes:~~fourth 1)quarter, operating income in the North America reportable segment was $1143.96 million, or 6.5% of ~~acquisition~~segment sales, and ~~integration-related~~includes ~~expenses,~~$202.7 million ~~primarily~~of ~~severance~~asset ~~and~~impairment ~~retention,~~charges asand ~~well~~$1.3 asmillion ~~exit~~of ~~and~~leadership ~~disposal~~transition costs. ~~costs~~In ~~incurred~~the ~~for~~prior year quarter, operating income in the ~~integration~~North America reportable segment was $396.0 million, or 16.8% of ~~Blue~~segment ~~Nile;~~sales, 2)and includes $1.9 million of integration costs, $1.9 million of restructuring ~~charges;~~costs, and 3) $3.4 million of net asset impairment charges ~~primarily related to restructuring and integration~~.

~~Fiscal~~International ~~2023~~operating includes: 1) $1.8 million credit to cost of sales associated with the fair value adjustment of inventory acquired in the Blue Nile acquisition; 2) $7.4 million of acquisition and integration-related expenses in connection with the Blue Nile acquisition, primarily related to professional fees and severance costs; 3) $13.8 million related to pre-tax litigation charges; and 4) net asset impairment charges of $18.1 million.income

~~See~~In ~~Note~~Fiscal 42025, ~~Note~~operating 16income in the International reportable segment was $1.0 million, ~~Note~~or 260.3% of segment sales, and ~~Note~~includes 28$5.2 million of ~~Item~~restructuring 8charges ~~for~~and ~~additional~~$2.6 ~~information~~million of net losses from the previously announced divestiture of the UK prestige watch business. In Fiscal 2024, operating income in the International reportable segment was $13.1 million, or 3.0% of segment sales, and includes a $12.3 million gain from the divestiture of the UK prestige watch business.

~~(2) Fiscal~~In ~~2024~~the ~~includes~~fourth aquarter, operating income in the International reportable segment was $1321.69 million, ~~gain~~or ~~from~~17.4% of segment sales. In the ~~divestiture~~prior ofyear quarter, operating income in the UKInternational ~~prestige~~reportable ~~watch~~segment ~~business~~was $36.0 million, or 25.4% of segment sales and includes a $013.26 million ~~credit~~gain tofrom ~~restructuring~~the ~~charges~~divestiture of the UK prestige watch business.

~~Fiscal~~Corporate ~~2023~~and ~~includes~~unallocated ~~net~~expenses ~~asset impairment charges of $2.6 million.~~

~~See~~In ~~Note~~Fiscal 2025, corporate and unallocated expenses were $53.2 million, compared to $60.4 million in Fiscal 2024. In the fourth quarter, ~~Note~~corporate 16and unallocated expenses were $9.4 million, compared to $12.3 million in the prior year fourth quarter. The Company incurred $6.7 million and ~~Note~~$4.7 26million of ~~Item~~leadership 8transition ~~for~~costs ~~additional~~in ~~information~~Fiscal 2025 and the fourth quarter of Fiscal 2025, respectively.

nm Not meaningful.

Interest income (expense), net

In Fiscal ~~2024~~2025, net interest income was $189.78 million compared to net interest ~~expense~~income of $1318.57 million in Fiscal ~~2023~~2024. In the fourth quarter, net interest ~~income~~expense was $80.72 million compared to net interest ~~expense~~income $28.17 million in the prior year fourth quarter. The ~~interest~~decrease ~~income~~in ~~recognized~~the incurrent ~~both~~year, as well as in the ~~full~~prior year ~~and~~comparable ~~fourth~~period, ~~quarter~~was the result of ~~Fiscal~~lower ~~2024~~cash isbalances earning interest due to the ~~result~~redemptions of ~~interest~~the ~~earned~~redeemable onSeries ~~excess~~A ~~cash~~Convertible ~~balances~~Preference Shares (the “Preferred Shares”), repayment of the Senior Notes and ~~higher~~share ~~interest~~repurchases, ~~rates~~as onwell ~~these~~as ~~accounts~~interest ~~compared~~expense toincurred ~~the~~from ~~prior~~borrowings ~~year~~on ~~comparable~~the ~~periods~~ABL.

Other non-operating expense, net

In Fiscal 2024, other non-operating expense was $0.4 million compared to other non-operating expense of $140.2 million in Fiscal 2023. In the fourth quarter of Fiscal 2024, other non-operating income was $2.0 million compared to other non-operating income of $0.6 million in the prior year fourth quarter. The other non-operating expenses in Fiscal 2023 primarily consisted of non-cash, pre-tax settlement charges of $133.7 million related to the partial buy-out of the Signet Group Pension Scheme. See Note 27 of Item 8 for additional information on the Company’s retirement plans.

Income taxes

Income tax ~~benefit~~expense for Fiscal ~~2024~~2025 was $~~170~~63.60 million, with an effective tax rate (“ETR”) of ~~(26~~50.7)%, compared to an income tax ~~expense~~benefit of $74170.56 million, with an effective tax rate of 16(26.57)% in Fiscal ~~2023~~2024. The ETR for Fiscal 2025 was different than the US federal income tax rate, primarily due to the non-deductible impairment charges described above, partially offset by the favorable impact from the Company’s global reinsurance and financing arrangements. The ETR and tax benefit for Fiscal 2024 reflects the impact of a $263.3 million deferred tax asset recorded in the fourth quarter related to the enactment of the Corporate Income Tax Act of 2023 (the “Act”) in Bermuda. The Act included an economic transition adjustment intended to be a fair and equitable transition into the new tax regime, and resulted in a deferred tax benefit for the Company. Other factors impacting the effective rate in Fiscal 2024 were the favorable impact of an uncertain tax position of $20.5 million settled in the fourth quarter, the foreign rate differences and benefits from global reinsurance and financing arrangements, and other discrete tax benefits recognized. The Fiscal 2024 discrete tax benefits relate to the reclassification of remaining taxes on the pension settlement out of AOCI of $4.1 million, the excess tax benefit for share-based compensation which vested during the year of $7.7 million and the $1.7 million reversal of valuation allowance related to capital losses in the UK. The ETR for Fiscal 2023 was lower than the US federal income tax rate primarily due to the favorable impacts from the Company’s global reinsurance and financing arrangements, partially offset by the unfavorable impact of an uncertain tax position related to a prior year of $20.5 million recorded in Fiscal 2023. Refer to Note 10 of Item 8 for additional information.

In ~~the~~addition, ~~fourth~~in ~~quarter~~January ~~of Fiscal 2024~~2025, ~~income~~the ~~tax~~Organisation ~~benefit~~for ~~was~~Economic ~~$199.2~~Co-operation ~~million,~~and ~~with~~Development ~~an ETR of~~ (~~46.7~~“OECD”)%, ~~compared~~issued toguidance ~~expense of $89.5 million~~which, ~~with~~if anenacted ~~ETR~~in ofcountries ~~24.4%~~ in which the ~~fourth~~Company ~~quarter~~operates, ofwould ~~Fiscal~~limit ~~2023.~~the ~~The~~cash ~~ETR and tax~~ benefit ~~for~~recognized under the ~~fourth~~OECD’s ~~quarter~~Pillar ofTwo ~~Fiscal~~related ~~2024~~to ~~were primarily driven by~~ the $263.3 million deferred tax ~~benefit~~asset ~~resulting~~to ~~from~~ the ~~Bermuda~~amortization ~~economic~~recognized ~~transition adjustment discussed above and the favorable impact of an uncertain tax position of $20.5 million settled~~ in the ~~fourth~~first ~~quarter.~~two ~~The~~years ~~ETR for the fourth quarter~~ of ~~Fiscal 2023 was higher than~~ the US10-year ~~federal income tax rate~~period, ~~primarily~~or ~~due~~approximately ~~to the unfavorable impact of an uncertain tax position related to a prior year of~~ $2052.57 million ~~recorded~~beginning in ~~the fourth quarter of~~ Fiscal ~~2023, partially offset by favorable impacts from the Company’s global reinsurance and financing arrangements~~2026.

45Refer to Note 10 of Item 8 for additional information.

In the fourth quarter of Fiscal 2025, income tax expense was $53.5 million, with an ETR of 34.7%, compared to an income tax benefit of $199.2 million, with an ETR of (46.7)% in the fourth quarter of Fiscal 2024. The ETR for the fourth quarter of Fiscal 2025 was higher than the US federal income tax rate, primarily due to the non-deductible impairment charges described above, partially offset by the favorable impact from the Company’s global reinsurance and financing arrangements. The ETR and tax benefit for the fourth quarter of Fiscal 2024 were primarily driven by the $263.3 million deferred tax benefit resulting from the Bermuda economic

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transition adjustment discussed above and the favorable impact of an uncertain tax position of $20.5 million settled in the fourth quarter.

NON-GAAP MEASURES

The discussion and analysis of Signet’s results of operations, financial condition and liquidity contained in this Annual Report on Form 10-K are based upon the consolidated financial statements of Signet which are prepared in accordance with GAAP and should be read in conjunction with Signet’s consolidated financial statements and the related notes included in Item 8. Signet provides certain non-GAAP information in reporting its financial results to give investors additional data to evaluate its operations. The Company believes that non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide more information to assist investors in evaluating historical trends and current period performance and liquidity. For these reasons, internal management reporting also includes these non-GAAP measures.

These non-GAAP financial measures should be considered in addition to, and not superior to or as a substitute for the GAAP financial measures presented in the Company’s consolidated financial statements and other publicly filed reports. In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP measures presented by other companies.

The Company previously referred to certain non-GAAP measures as non-GAAP operating income, non-GAAP operating margin and non-GAAP diluted EPS. Beginning in Fiscal 2025, these non-GAAP measures are now referred to as adjusted operating income, adjusted operating margin and adjusted diluted EPS, respectively. There have been no changes to how these non-GAAP measures are defined or reconciled to the most directly comparable GAAP measures.

1. Net cash

Net cash is a non-GAAP measure defined as the total of cash and cash equivalents less debt. Management considers this metric to be helpful into ~~understanding~~understand the total indebtedness of the Company after consideration of cash balances on-hand.

(in millions)

February 31, ~~2024~~2025

~~January~~February 283, ~~2023~~2024

January 2928, ~~2022~~2023

Cash and cash equivalents

~~1,378~~604.70

1,~~166~~378.87

1,~~418~~166.38

Less: Current portion of long-term debt

~~(147.7)~~—

—(147.7)

—

Less: Long-term debt

—

~~(147.4)~~—

(147.14)

Net cash

~~1,231~~604.0

1,~~019~~231.40

1,~~271~~019.24

2. Free cash flow ~~and adjusted free cash flow~~

Free cash flow is a non-GAAP measure defined as the net cash provided by operating activities less ~~purchases~~capital ~~of property, plant and equipment~~expenditures. Management considers this metric to be helpful in understanding how the business is generating cash from its operating and investing activities that can be used to meet the financing needs of the business. ~~Adjusted free cash flow, a non-GAAP measure, excludes the proceeds from the sale of in-house finance receivables.~~ Free cash flow ~~and~~is ~~adjusted~~an ~~free~~indicator ~~cash flow are indicators~~ frequently used by management into ~~evaluating~~evaluate its overall liquidity needs and ~~determining~~determine appropriate capital allocation strategies. Free cash flow ~~and~~does ~~adjusted free cash flow do~~ not represent the residual cash flow available for discretionary purposes. ~~See Note 12 of Item 8 for additional information regarding the sale of the in-house credit card receivable portfolio.~~

(in millions)	Fiscal ~~2024~~2025		Fiscal ~~2023~~2024		Fiscal ~~2022~~2023
Net cash provided by operating activities	$	~~546~~590.9	$	~~797~~546.9	$	~~1,257~~797.39
Purchase of property, plant and equipment	(125.5)		(138.9)		(129.6)
Capital expenditures	(153.0)		(125.5)		(138.9)
Free cash flow	~~421.4~~$	437.9	~~659.0~~$	421.4	~~1,127.7~~$	659.0
Proceeds from sale of in-house finance receivables	—		—		(81.3)
Adjusted free cash flow	$	421.4	$	659.0	$	1,046.4

3. ~~Non-GAAP~~Earnings ~~operating~~before interest, income taxes, depreciation and ~~non-GAAP~~amortization ~~operating~~(“EBITDA”), ~~margin~~adjusted EBITDA and adjusted EBITDAR

~~Non-GAAP~~EBITDA ~~operating income~~ is a non-GAAP measure defined as ~~operating~~earnings before interest, income ~~excluding~~taxes, ~~the~~depreciation ~~impact~~and ofamortization. ~~certain~~EBITDA ~~items~~is ~~which~~an ~~management~~important ~~believes~~indicator ~~are~~of ~~not~~operating ~~necessarily~~performance ~~reflective~~as ofit ~~normal~~excludes ~~operational~~the ~~performance~~effects ~~during~~of afinancing ~~period.~~and ~~Management~~investing ~~finds~~activities by eliminating the ~~information~~effects ~~useful~~of ~~when~~interest, ~~analyzing~~income ~~operating~~taxes, ~~results~~depreciation toand ~~appropriately~~amortization ~~evaluate~~costs. ~~the~~Adjusted ~~performance~~EBITDA ofis ~~the~~a ~~business~~non-GAAP ~~without~~measure, ~~the~~defined ~~impact~~as ofearnings ~~these~~before ~~certain~~interest, ~~items.~~income ~~Management~~taxes, ~~believes~~depreciation ~~the~~and ~~consideration~~amortization, ofshare-based ~~measures~~compensation ~~that~~expense, ~~exclude~~non-operating ~~such~~expense, ~~items~~net ~~can~~and ~~assist~~certain innon-GAAP ~~the~~accounting ~~comparison~~adjustments. ofAdjusted ~~operational~~EBITDAR ~~performance~~takes inthis ~~different~~adjusted ~~periods~~EBITDA ~~which~~and ~~may~~further orexcludes ~~may~~minimum ~~not~~fixed ~~include~~rent ~~such~~expense ~~items~~for properties occupied under operating leases. ~~Management~~Reviewed ~~also~~in ~~utilizes~~conjunction ~~non-GAAP~~with net income and operating ~~margin~~income, ~~defined~~management asbelieves ~~non-GAAP~~that ~~operating~~EBITDA, ~~income~~adjusted asEBITDA aand ~~percentage~~adjusted ofEBITDAR ~~total~~help ~~sales,~~enhance tomanagement’s ~~further~~and investors’ ability to evaluate ~~the~~and ~~effectiveness~~analyze trends regarding Signet’s business and ~~efficiency~~performance ofbased on its current operations. These measures are also inputs into the Company’s ~~flexible~~leverage ~~operating~~ratios, ~~model~~which are non-GAAP measures defined below.

4643

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(in millions)	Fiscal ~~2024~~2025			Fiscal ~~2023~~2024			Fiscal ~~2022~~2023
Operating income	$	621.5		$	604.9		$	903.4
Net income	$	61.2		$	810.4		$	376.7
Litigation charges (1)	(3.0)			203.8			1.7
Income taxes	63.0			(170.6)			74.5
Acquisition and integration-related expenses (2)	22.0			25.8			8.6
Interest (income) expense, net	(9.8)			(18.7)			13.5
Restructuring charges (3)	7.5			—			(3.3)
Depreciation and amortization	148.2			161.9			164.5
Asset impairments, net (3)	7.1			15.9			(0.9)
Amortization of unfavorable contracts	(1.8)			(1.8)			(1.8)
Gain on divestitures, net (4)	(12.3)			—			—
EBITDA	$	260.8		$	781.2		$	627.4
Gain on sale of in-house finance receivables	—			—			(1.4)
Other non-operating (income) expense, net	(3.7)			0.4			140.2
Non-GAAP operating income	$	642.8		$	850.4		$	908.1
Share-based compensation	22.2			41.1			42.0
Operating margin	8.7		%	7.7		%	11.5		%
Other accounting adjustments
Non-GAAP operating margin	9.0		%	10.8		%	11.6		%
Asset impairments (1)	369.2			7.1			15.9
Restructuring and related charges (2)	12.1			7.5			—
Loss (gain) on divestitures, net (3)	2.6			(12.3)			—
Acquisition and integration-related expenses (4)	1.1			22.0			25.8
Leadership transition costs (5)	1.8			—			—
Litigation charges (6)	—			(3.0)			203.8
Adjusted EBITDA	$	666.1		$	844.0		$	1,055.1
Rent expense	434.3			439.8			446.5
Adjusted EBITDAR	$	1,100.4		$	1,283.8		$	1,501.6

(1) Fiscal ~~2024~~2025 primarily includes aasset ~~credit~~impairment tocharges ~~income~~ related to ~~the~~goodwill ~~adjustment~~and ofindefinite-lived aintangible ~~prior~~assets. ~~litigation~~Fiscal ~~accrual~~2024 ~~recognized~~charges inwere primarily the ~~first~~result ~~quarter~~of the Company’s rationalization of its store footprint. Fiscal 2023 includes asset impairment charges related to the Company’s headquarters. Refer to Note 2814 and Note 16 of Item 8 for additional information.

(2) ~~Fiscal~~ Restructuring ~~2024~~and ~~includes expenses~~ related tocharges ~~the~~were ~~integration~~incurred ~~of Blue Nile,~~ primarily ~~severance~~as ~~and~~a ~~retention,~~result ~~exit and disposal costs and system decommissioning costs; Fiscal 2023 includes the impact~~ of the ~~fair~~Company’s ~~value~~rationalization ~~step-up~~of ~~for~~its ~~inventory~~store ~~acquired~~footprint ~~in the Diamonds Direct~~ and ~~Blue~~reorganization ~~Nile acquisitions, as well as direct transaction-related and integration costs, primarily professional fees and severance, incurred for the acquisition~~ of ~~Blue~~certain ~~Nile;~~centralized ~~Fiscal~~functions. ~~2022~~Refer ~~included~~to ~~direct~~Note ~~transaction-related~~25 ~~costs for the acquisition~~ of ~~Rocksbox~~Item ~~and~~8 ~~Diamonds Direct and impact of the fair value step-up~~ for ~~inventory~~additional ~~from Diamonds Direct~~information.

(3) Fiscal ~~2024~~2025 ~~restructuring~~includes ~~and asset impairment~~ charges ~~were~~associated ~~incurred~~with ~~primarily~~the aspreviously aannounced ~~result~~divestiture of the ~~Company’s~~UK ~~rationalization~~prestige ofwatch ~~store~~business. ~~footprint and reorganization of certain centralized functions;~~ Fiscal ~~2023~~2024 includes ~~asset~~gain ~~impairment~~on ~~charges~~sale ~~related~~of to the ~~Company’s~~UK ~~headquarters;~~prestige ~~Fiscal~~watch ~~2022 includes ROU asset impairment gains~~business, net ~~recorded due to various impacts~~ of ~~COVID-19~~transaction ~~to the Company’s business and related gains on terminations or modifications of leases, resulting from previously recorded impairments of the right of use assets in Fiscal 2021~~costs. Refer to Note 164 ~~and Note 26~~ of Item 8 for additional information.

(4) ~~Includes~~Fiscal ~~gain~~2025 onincludes ~~sale~~severance and retention expenses related to the integration of Blue Nile. Fiscal 2024 includes expenses related to the UKintegration ~~prestige~~of ~~watch~~Blue ~~business~~Nile, ~~net~~primarily ofseverance ~~transaction~~and retention, exit and disposal costs. ~~Refer~~and tosystem ~~Note~~decommissioning 4costs; Fiscal 2023 includes the impact of ~~Item~~the 8fair value step-up for ~~additional~~inventory ~~information~~acquired in the Diamonds Direct and Blue Nile acquisitions, as well as direct transaction-related and integration costs, primarily professional fees and severance, incurred for the acquisition of Blue Nile.

4.(5) Primarily ~~Non-GAAP~~includes ~~diluted~~professional ~~EPS~~fees incurred for the search for the Company’s recently appointed CEO, as well as severance and related costs incurred as part of other leadership transitions.

~~Non-GAAP~~(6) Fiscal ~~diluted~~2024 ~~EPS~~includes is a ~~non-GAAP~~credit ~~measure~~to ~~defined~~income asrelated ~~diluted~~to ~~EPS excluding~~ the ~~impact~~adjustment of ~~certain items which management believes are not necessarily reflective of normal operational performance during~~ a ~~period.~~prior ~~Management~~litigation ~~finds~~accrual ~~the~~recognized ~~information useful when analyzing financial results~~ in ~~order~~Fiscal ~~to appropriately evaluate the performance of the business without the impact of these certain items~~2023. InRefer ~~particular,~~to ~~management~~Note ~~believes~~28 ~~the consideration~~ of ~~measures~~Item ~~that~~8 ~~exclude~~for ~~such~~additional ~~items can assist in the comparison of performance in different periods which may or may not include such items~~information. The Company estimates the tax effect of all non-GAAP adjustments by applying a statutory tax rate to each item. The income tax items represent the discrete amount that affected the diluted EPS during the period.

	Fiscal 2024		Fiscal 2023		Fiscal 2022
Diluted EPS	$	15.01	$	6.64	$	12.22
Litigation charges (1)	(0.06)		3.59		0.03
Pension settlement loss (2)	0.02		2.36		—
Acquisition and integration-related expenses (3)	0.41		0.46		0.13
Restructuring charges (4)	0.14		—		(0.05)
Asset impairments (4)	0.13		0.28		(0.01)
Gain on divestitures, net (5)	(0.22)		—		—
Gain on sale of in-house finance receivables	—		—		(0.02)
Tax impact of items above	(0.18)		(1.53)		(0.02)
Bermuda economic transition adjustment (6)	(4.88)		—		—
Non-GAAP diluted EPS	$	10.37	$	11.80	$	12.28

3. Adjusted operating income and adjusted operating margin

~~(1) Fiscal~~Adjusted ~~2024~~operating ~~includes~~income is a ~~credit~~non-GAAP tomeasure defined as operating income ~~related~~excluding the impact of certain items which management believes are not necessarily reflective of normal operational performance during a period. Management finds the information useful when analyzing operating results to appropriately evaluate the ~~adjustment~~performance of athe ~~prior~~business ~~litigation~~without ~~accrual~~the ~~recognized~~impact inof these certain items. Management believes the ~~first~~consideration ~~quarter~~of measures that exclude such items can assist in the comparison of ~~Fiscal~~operational ~~2023~~performance in different periods which may or may not include such items. ~~Refer~~Management also utilizes adjusted operating margin, defined as adjusted operating income as a percentage of total sales, to ~~Note~~further 28evaluate the effectiveness and efficiency of ~~Item~~the 8Company’s ~~for~~flexible ~~additional~~operating ~~information~~model.

~~(2) Includes pension wind-up charges in Fiscal 2024. Refer to Note 27 of Item 8 for additional information.~~44

(3) Fiscal 2024 includes expenses related to the integration of Blue Nile, primarily severance and retention, exit and disposal costs and system decommissioning costs; Fiscal 2023 includes the impact of the fair value step-up for inventory acquired in the Diamonds Direct and Blue Nile acquisitions, as well as direct transaction-related and integration costs, primarily professional fees and severance, incurred for the acquisition of Blue Nile; Fiscal 2022 included direct transaction-related costs for the acquisition of Rocksbox and Diamonds Direct and impact of the fair value step-up for inventory from Diamonds Direct.

(4) Fiscal 2024 restructuring and asset impairment charges were incurred primarily as a result of the Company’s rationalization of store footprint and reorganization of certain centralized functions; Fiscal 2023 includes asset impairment charges related to the Company’s headquarters; Fiscal 2022 includes ROU asset impairment gains, net recorded due to various impacts of COVID-19 to the Company’s business and related gains on terminations or modifications of leases, resulting from previously recorded impairments of the right of use assets in Fiscal 2021. Refer to Note 16 and Note 26 of Item 8 for additional information.

(5) Includes gain on sale of the UK prestige watch business, net of transaction costs. Refer to Note 4 of Item 8 for additional information.

(6) Fiscal 2024 relates to the impact of the deferred income tax benefit from the Bermuda economic transition adjustment. Refer to Note 10 of Item 8 for additional information.

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5. Adjusted debt and adjusted net debt leverage ratios


(in millions)	Fiscal 2025			Fiscal 2024			Fiscal 2023
Operating income	$	110.7		$	621.5		$	604.9
Asset impairments (1)	369.2			7.1			15.9
Restructuring and related charges (2)	12.1			7.5			—
Loss (gain) on divestitures, net (3)	2.6			(12.3)			—
Acquisition and integration-related expenses (4)	1.1			22.0			25.8
Leadership transition costs (5)	2.4			—			—
Litigation charges (6)	—			(3.0)			203.8
Adjusted operating income	$	498.1		$	642.8		$	850.4

Operating margin	1.7		%	8.7		%	7.7		%
Adjusted operating margin	7.4		%	9.0		%	10.8		%

The adjusted debt and adjusted net debt leverage ratios are non-GAAP measures calculated by dividing Signet’s adjusted debt or adjusted net debt by adjusted EBITDAR. Adjusted debt is a non-GAAP measure defined as debt recorded in the consolidated balance sheet, plus redeemable Series A Convertible Preference Shares (~~“Preferred Shares”~~1), Fiscal ~~plus~~2025 anprimarily ~~adjustment~~includes ~~for~~asset ~~operating~~impairment ~~leases~~charges ~~(5x~~related ~~annual~~to ~~rent~~goodwill ~~expense). Adjusted net debt, a non-GAAP measure, is adjusted debt less the cash~~ and ~~cash equivalents on hand as of the balance sheet dates. Adjusted EBITDAR is a non~~indefinite-~~GAAP~~lived ~~measure,~~intangible defined as earnings before interest and income taxes, depreciation and amortization, share-based compensation expense, other non-operating expense, net and certain non-GAAP accounting adjustments (“Adjusted EBITDA”) and further excludes minimum fixed rent expense for properties occupied under operating leasesassets. ~~Adjusted~~Fiscal ~~EBITDA~~2024 ~~and~~charges ~~Adjusted~~were ~~EBITDAR~~primarily ~~are considered important indicators of operating performance as they exclude~~ the ~~effects~~result of ~~financing and investing activities by eliminating~~ the effects of interest, depreciation and amortization costs and certain accounting adjustments. Management believes these financial measures are helpful to investors and analysts to analyze trends in SignetCompany’s ~~business~~rationalization ~~and~~of ~~evaluate~~its ~~Signet’s~~store ~~performance~~footprint. ~~The~~Fiscal ~~adjusted~~2023 ~~debt~~includes ~~leverage~~asset ~~ratio~~impairment ischarges arelated ~~key~~to ~~priority of~~ the Company’s ~~capital allocation strategy used in measuring the Company’s optimized capital structure~~headquarters. ~~The~~Refer ~~adjusted net debt leverage ratio is supplemental~~ to ~~the~~Note ~~adjusted~~14 ~~debt ratio as it is useful to both investors~~ and ~~management~~Note to16 ~~consider~~of ~~cash~~Item on8 ~~hand~~for ~~available~~additional ~~to pay down or issue debt~~information.

48(2) Restructuring and related charges were incurred primarily as a result of the Company’s rationalization of its store footprint and reorganization of certain centralized functions. Refer to Note 25 of Item 8 for additional information.

(3) Fiscal 2025 includes charges associated with the previously announced divestiture of the UK prestige watch business. Fiscal 2024 includes gain on sale of the UK prestige watch business, net of transaction costs. Refer to Note 4 of Item 8 for additional information.

(4) Fiscal 2025 includes severance and retention expenses related to the integration of Blue Nile. Fiscal 2024 includes expenses related to the integration of Blue Nile, primarily severance and retention, exit and disposal costs and system decommissioning costs; Fiscal 2023 includes the impact of the fair value step-up for inventory acquired in the Diamonds Direct and Blue Nile acquisitions, as well as direct transaction-related and integration costs, primarily professional fees and severance, incurred for the acquisition of Blue Nile.

(5) Primarily includes professional fees incurred for the search for the Company’s recently appointed CEO, as well as severance and related costs incurred as part of other leadership transitions.

(6) Fiscal 2024 includes a credit to income related to the adjustment of a prior litigation accrual recognized in Fiscal 2023. Refer to Note 28 of Item 8 for additional information.

4. Adjusted diluted EPS

Adjusted diluted EPS is a non-GAAP measure defined as diluted EPS excluding the impact of certain items which management believes are not necessarily reflective of normal operational performance during a period. Management finds the information useful when analyzing financial results in order to appropriately evaluate the performance of the business without the impact of these certain items. In particular, management believes the consideration of measures that exclude such items can assist in the comparison of performance in different periods which may or may not include such items. The Company estimates the tax effect of all non-GAAP adjustments by applying a statutory tax rate to each item. The income tax items represent the discrete amount that affected the diluted EPS during the period.


	Fiscal 2025		Fiscal 2024		Fiscal 2023
Diluted EPS	$	(0.81)	$	15.01	$	6.64
Asset impairments (1)	8.39		0.13		0.28
Restructuring and related charges (2)	0.27		0.14		—
Loss (gain) on divestitures, net (3)	0.06		(0.22)		—
Acquisition and integration-related expenses (4)	0.02		0.41		0.46
Leadership transition costs (5)	0.05		—		—
Litigation charges (6)	—		(0.06)		3.59
Pension settlement loss (7)	—		0.02		2.36

Tax impact of items above	(0.66)		(0.18)		(1.53)
Deemed dividend on redemption of Preferred Shares (8)	1.93		—		—
Dilution effect (9)	(0.31)		—		—
Bermuda economic transition adjustment (10)	—		(4.88)		—
Adjusted diluted EPS	$	8.94	$	10.37	$	11.80

(1) Fiscal 2025 primarily includes asset impairment charges related to goodwill and indefinite-lived intangible assets. Fiscal 2024 charges were primarily the result of the Company’s rationalization of its store footprint. Fiscal 2023 includes asset impairment charges related to the Company’s headquarters. Refer to Note 14 and Note 16 of Item 8 for additional information.

(2) Restructuring and related charges were incurred primarily as a result of the Company’s rationalization of its store footprint and reorganization of certain centralized functions. Refer to Note 25 of Item 8 for additional information.

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(in millions)	Fiscal 2024		Fiscal 2023		Fiscal 2022
Adjusted debt and adjusted net debt:
Current portion of long-term debt	$	147.7	$	—	$	—
Long-term debt	—		147.4		147.1
Redeemable Series A Convertible Preference Shares	655.5		653.8		652.1
Adjustments:
5x rent expense	2,199.0		2,232.5		2,216.5
Adjusted debt	$	3,002.2	$	3,033.7	$	3,015.7
Less: Cash and cash equivalents	1,378.7		1,166.8		1,418.3
Adjusted net debt	$	1,623.5	$	1,866.9	$	1,597.4
Adjusted EBITDAR:
Net income	$	810.4	$	376.7	$	769.9
Income taxes	(170.6)		74.5		114.5
Interest (income) expense, net	(18.7)		13.5		16.9
Depreciation and amortization on property, plant and equipment	160.0		162.2		162.4
Amortization of definite-lived intangibles	1.9		2.3		1.1
Amortization of unfavorable contracts	(1.8)		(1.8)		(3.3)
Share-based compensation	41.1		42.0		45.8
Other non-operating expense, net (1)	0.4		140.2		2.1
Other accounting adjustments (2)	21.3		245.5		4.7
Adjusted EBITDA	$	844.0	$	1,055.1	$	1,114.1
Rent expense	439.8		446.5		443.3
Adjusted EBITDAR	$	1,283.8	$	1,501.6	$	1,557.4
Adjusted leverage ratio	2.3x		2.0x		1.9x
Adjusted net leverage ratio	1.3x		1.2x		1.0x

(15) ~~Fiscal~~Primarily ~~2023~~ includes ~~pension~~professional ~~settlement~~fees ~~charges~~incurred for the search for the Company’s recently appointed CEO as well as severance and related costs incurred as part of ~~$133~~other leadership transitions.~~7 million.~~

(26) Fiscal 2024 includes: 1) $22.0 million of acquisition and integration-related expenses related to the integration of Blue Nile, primarily severance and retention, exit and disposal costs and system decommissioning costs; 2) $7.5 million and $7.1 million of restructuring and asset impairment charges, respectively, incurred as a result of the Company’s rationalization of store footprint and reorganization of certain centralized functions; 3) $12.3 million related to the gain on sale of the UK prestige watch business; and 4) a $3.0 million credit to income related to the adjustment of a prior litigation accrual recognized in ~~the~~Fiscal ~~first~~2023. ~~quarter~~Refer to Note 28 of ~~Fiscal~~Item ~~2023~~8 for additional information.

~~Fiscal 2023 includes: 1~~(7) Includes ~~$203.8 million related to litigation~~ charges; 2)associated ~~$25.8 million~~with ofwind-up ~~acquisition~~ and ~~integration-related~~settlement ~~costs including the impact~~ of the ~~fair~~UK ~~value~~pension ~~step-up~~plan. ~~for~~Refer ~~inventory from Diamonds Direct and Blue Nile, as well as direct transaction-related and integration costs, primarily professional fees and severance, incurred related~~ to ~~the~~Note ~~acquisition~~26 of ~~Blue~~Item ~~Nile~~8 infor ~~Fiscal~~additional ~~2023; and 3) $15~~information.~~9 million of asset impairments~~

~~Fiscal~~(8) As ~~2022~~described ~~includes:~~in 1)Note ~~$0.9 million~~6 of ~~net~~Item ~~asset impairment gains related to long-lived assets; 2) $3.3 million credit to restructuring expense~~8, ~~primarily related to adjustments to previously recognized restructuring liabilities in connection with~~ the Company’s ~~transformation~~recorded ~~plan;~~a 3)deemed ~~$1.7 million~~dividend ~~related~~ to ~~the~~net ~~settlement of previously disclosed shareholder litigation matters; 4~~(loss) ~~$8.6 million~~income ofattributable ~~charges related~~ to ~~professional~~common ~~fees~~shareholders ~~for direct transaction-related costs incurred for the acquisitions~~ of ~~Rocksbox~~$85.2 ~~and~~million ~~Diamonds Direct~~ in Fiscal ~~2022~~2025, aswhich ~~well~~represents ~~as includes~~ the ~~impact~~excess of the ~~fair~~conversion value ~~step~~of upthe ~~for~~Preferred ~~inventory~~Shares ~~from~~over ~~Diamonds~~their ~~Direct;~~carrying value upon redemption and 5)includes $1.4 6 million ~~gain associated with the sale~~ of ~~customer~~related ~~in-house finance receivables~~expenses.

(9) Adjusted diluted EPS for Fiscal 2025 was calculated using 46.2 million diluted weighted average common shares outstanding. The additional dilutive shares were excluded from the calculation of GAAP diluted EPS as their effect was antidilutive. Refer to Note 8 of Item 8 for additional information.

(10) Relates to the impact of the deferred income tax benefit from the Bermuda economic transition adjustment. Refer to Note 10 of Item 8 for additional information.

5. Leverage ratios

The debt and net debt leverage ratios are non-GAAP measures calculated by dividing Signet’s debt or net debt by adjusted EBITDA. Debt as used in these ratios is defined as current or long-term debt recorded in the consolidated balance sheet plus Preferred Shares. Net debt as used in these ratios is debt less the cash and cash equivalents on hand as of the balance sheet date. The adjusted debt and adjusted net debt leverage ratios are non-GAAP measures calculated by dividing Signet’s adjusted debt or adjusted net debt by adjusted EBITDAR. Adjusted debt is a non-GAAP measure defined as debt recorded in the consolidated balance sheets, plus Preferred Shares, plus an adjustment for operating lease liabilities. Adjusted net debt, a non-GAAP measure, is adjusted debt less the cash and cash equivalents on hand as of the balance sheet dates. Management believes these financial measures are helpful to investors and analysts to analyze trends in Signet’s business and evaluate Signet’s performance. The debt and adjusted debt leverage ratios are key to the Company’s capital allocation strategy as measures of the Company’s optimized capital structure. The net debt and adjusted net debt leverage ratios are supplemental to the debt and adjusted debt ratios as both investors and management find it useful to consider cash and cash equivalents available to pay down debt.

The Company previously used 5x rent expense as its adjustment for operating lease liabilities in the adjusted debt and adjusted net debt leverage ratios. Beginning in Fiscal 2025, the Company has changed its adjustment to operating lease liabilities as recorded in the consolidated balance sheets, as the Company believes this is a better indicator of its current overall lease obligations. The prior period adjusted debt and adjusted net debt leverage ratio have been recast using the new measure for comparability.


(in millions)	Fiscal 2025		Fiscal 2024		Fiscal 2023
Debt and net debt:
Current portion of long-term debt	$	—	$	147.7	$	—
Long-term debt	—		—		147.4
Preferred Shares	—		655.5		653.8
Debt	$	—	$	803.2	$	801.2
Less: Cash and cash equivalents	604.0		1,378.7		1,166.8
Net debt	$	(604.0)	$	(575.5)	$	(365.6)

Adjusted EBITDA	666.1		844.0		1,055.1

Debt leverage ratio	—x		1.0x		0.8x

Net debt leverage ratio	-0.9x		-0.7x		-0.3x

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(in millions)	Fiscal 2025		Fiscal 2024		Fiscal 2023
Adjusted debt and adjusted net debt:
Current portion of long-term debt	$	—	$	147.7	$	—
Long-term debt	—		—		147.4
Preferred Shares	—		655.5		653.8
Operating lease liabilities - current	279.9		260.3		288.2
Operating lease liabilities - non-current	900.0		835.7		894.7
Adjusted debt	$	1,179.9	$	1,899.2	$	1,984.1
Less: Cash and cash equivalents	604.0		1,378.7		1,166.8
Adjusted net debt	$	575.9	$	520.5	$	817.3

Adjusted EBITDAR	$	1,100.4	$	1,283.8	$	1,501.6

Adjusted debt leverage ratio	1.1x		1.5x		1.3x

Adjusted net debt leverage ratio	0.5x		0.4x		0.5x

LIQUIDITY AND CAPITAL RESOURCES

Overview

The Company’s primary sources of liquidity are cash on hand, cash provided by operations and availability under its senior secured asset-based revolving credit facility (the “ABL ~~Revolving Facility~~”). As of February 31, ~~2024~~2025, the Company had $1604.40 ~~billion~~million of cash and cash equivalents, ~~$147.8 million of outstanding debt related to the 4.70% senior unsecured notes due in June 2024 (the “Senior Notes”)~~ and no outstanding borrowings on the ABL ~~Revolving Facility~~. The available borrowing capacity on the ABL ~~Revolving Facility~~ was $1.12 billion as of February 31, ~~2024~~2025.

The Company has a disciplined approach to capital allocation, utilizing the following capital priorities: 1) ~~invest in its business to~~ drive growth through both organic investments and acquisitions; 2) optimize its capital structure and maintain an adjusted leverage ratio (a non-GAAP measure as defined in the Non-GAAP Measures section above) ofat ~~less~~or ~~than~~below ~~2.75x~~our stated goal; and 3) return cash to shareholders through share repurchases and dividends.

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Investing in growth

Since the Company’s transformation strategies began in Fiscal 2019, the Company has delivered substantially against its strategic priorities to establish the Company as the OmniChannel jewelry category leader and position its business for sustainable long-term growth. The investments in acquisitions and new capabilities built during the past few years laid the foundation for the Company’s ~~accelerated~~ growth, including prioritizing investments in digital technology and data analytics, ~~enhancing the Company’s new~~ and ~~modernized~~enhancing ~~eCommerce platform~~ and optimizing a connected commerce shopping journey for its customers., Inall ~~addition,~~of which has been funded through cost reductions and structural improvements ~~since~~in the Company’s ~~transformation began have generated annual cost savings of more than $800 million, which has fueled the investments described above~~operations. The Company’s cash discipline has led to more efficient working capital, through both the extension of payment days with the Company’s vendor base, as well as through improvement in productivity and the overall health and newness of the Company’s inventory,. ~~utilizing~~The aCompany ~~disciplined~~also ~~approach~~invested to$153.0 million ~~drive~~for ~~continued~~capital ~~reductions~~expenditures inand ~~sell~~$47.4 million ~~down~~related to investments in digital and ~~clearance~~cloud ~~inventory~~IT initiatives in Fiscal 2025.

AsThe ~~the~~ Company ~~continues~~has toalso ~~execute~~made onthe ~~its~~strategic ~~Inspiring~~acquisitions ~~Brilliance~~of ~~strategy,~~Diamonds itDirect ~~intends~~and toBlue ~~continue~~Nile, towhich ~~focus~~have onaccelerated ~~working~~the ~~capital~~Company’s ~~efficiency,~~growth ~~optimizing~~in ~~its~~accessible ~~real~~luxury ~~estate footprint,~~ and ~~prioritizing~~bridal ~~transformational~~by ~~productivity~~allowing Signet to ~~drive~~reach ~~further~~into ~~cost~~new ~~savings~~markets ~~opportunities~~and new customers, ~~all~~through ofDiamonds ~~which~~Direct’s ~~are~~continued ~~expected~~store toexpansion beand ~~used~~through toBlue ~~fuel~~Nile’s ~~strategic~~broadening ~~investments,~~of ~~grow~~Signet's digital leadership across the ~~business~~jewelry category. In addition, ~~and~~the ~~enhance~~acquisition ~~liquidity.~~of ~~During~~certain assets of SJR in the second quarter of Fiscal 2024, as well as the ~~Company~~transition ~~invested~~of ~~$125.5 million~~the ~~for~~former ~~capital~~Blue ~~expenditures~~Nile ~~and~~Seattle ~~$58.3 million~~fulfillment ~~related~~center to ~~investments~~a innew ~~digital~~enterprise-wide ~~and~~repair ~~cloud~~facility, IThas ~~initiatives~~expanded the Company’s services capacity and capabilities.

~~The~~In ~~Company~~addition ~~has~~to ~~made~~the ~~various strategic~~ acquisitions, ~~in line with its Inspiring Brilliance growth strategy over~~ the ~~past~~Company ~~three~~divested ~~years, investing nearly $900 million for~~ the ~~acquisitions~~operations ~~of Diamonds Direct in Fiscal 2022, Blue Nile in Fiscal 2023~~ and ~~SJR~~certain inassets ~~Fiscal~~related ~~2024.~~to ~~The acquisition of Diamonds Direct accelerated~~ the ~~Company’s~~prestige ~~growth~~watch business in ~~accessible luxury and bridal, and~~ the ~~Company~~UK isduring ~~focused on doubling~~ the ~~pace~~fourth ofquarter ~~store openings, extending its reach into even more key markets. The addition~~ of ~~Blue~~Fiscal ~~Nile~~2024 accelerated Signet's efforts to enhance its connected commerce capabilities and broaden its digital leadership across the jewelry category – all while further achieving meaningful operating synergies for ~~the~~approximately ~~consumers and creating value for shareholders~~$54 million. The ~~acquisition~~Company ofbelieves ~~certain assets of SJR in~~ the ~~second~~divestiture ~~quarter~~ of ~~Fiscal~~this ~~2024,~~non-strategic asbusiness ~~well~~will asenable the ~~transition~~UK ~~of the former Blue Nile Seattle fulfillment center~~ to aaccelerate ~~new~~key ~~enterprise-wide~~elements ~~repair~~of ~~facility,~~its istransformation. ~~expected~~See toNote ~~expand~~4 ~~the~~of ~~Company’s~~Item ~~services~~8 ~~capacity~~for ~~and~~additional ~~capabilities~~information.

In addition to the acquisitions, the Company divested the operations and certain assets related to the prestige watch business in the UK during the fourth quarter of Fiscal 2024 for approximately $54 million. The Company believes the divestiture of this non-strategic business will enable the UK to accelerate key elements of its transformation. The proceeds of the sale will be used for general corporate purposes. See Note 4 of Item 8 for further details.

Optimized capital structure

The Company has made significant progress over the past few years in line with its ~~strategic~~ priority to ~~ensure~~build a strong cash and overall liquidity position, including fully outsourcing credit, ~~significantly~~and ~~reducing~~eliminating ~~its~~the ~~outstanding~~obligations ~~debt,~~under ~~and eliminating~~ the UK Pension Scheme. ~~In addition~~Additionally, inover ~~Fiscal~~that ~~2022~~period, the Company ~~renegotiated~~has ~~its~~repaid ~~$1.5~~all ~~billion~~outstanding ~~ABL Facility~~debt, asculminating ~~further described~~ in ~~Note~~the 22full repayment of ~~Item~~the 8,Senior toNotes ~~extend~~at ~~the~~ maturity ~~until~~in ~~2026 and allow overall greater financial flexibility to grow~~ the ~~business~~second ~~and~~quarter ~~provide~~of anFiscal ~~additional~~2025 ~~option~~using tocash ~~address~~on ~~the~~hand. ~~calendar~~In ~~year 2024 debt and Preferred Shares~~addition, ifthe ~~necessary. The~~ Company ~~maintained~~has arecently ~~2.3x~~completed ~~adjusted~~the ~~leverage~~extension ~~ratio~~of ~~through~~ the ~~end~~ABL ofto ~~Fiscal~~August ~~2024,~~2029 ~~well~~at ~~below~~substantially the ~~Company’s~~same ~~stated~~terms, ~~goal~~as offurther ~~less~~described ~~than~~in ~~2.75x.~~Note As20 ~~a result~~ of ~~the~~Item ~~progress~~8. ~~and~~In ~~the~~connection ~~strength~~with ofthis ~~the Company’s financial position~~extension, the ~~Company~~ABL isaggregate ~~reducing its goal to be at or below 2.5x.~~

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commitment has been reduced to $1.2 billion to better align with our reduced inventory base over the past few years, as well as provide cost savings on unused commitment fees.

On April 1, 2024, in accordance with the terms of the amended Certificate of Designation for the Preferred Shares, the Preferred Holders converted half of the then outstanding Preferred Shares, and the Company elected to settle such conversions in cash totaling $414.1 million, including accrued and unpaid dividends. During the second and third quarters, the Preferred Holders converted all of the remaining Preferred Shares, and the Company elected to settle all the remaining Preferred Shares in cash totaling $401.5 million. The ability of the Company to settle the Preferred Shares in cash highlights the effectiveness of the Company’s flexible operating model and working capital efficiency, which has generated significant free cash flow and liquidity over the past few years. Refer to Note 6 of Item 8 for additional information.

The Company uses leverage ratios to assess the effectiveness of its capital allocation strategy. The Company maintained a 1.1x adjusted leverage ratio through the end of Fiscal 2025, and was 0.5x on an adjusted net debt basis. Net debt to adjusted EBITDA was (0.9)x. The Company continues to be confident in its ability to generate free cash flow while maintaining its leverage ratio targets. The Company has reduced its adjusted leverage ratio goal from 2.5x or less to 1.75x or less to reflect the retirement of all funded debt in Fiscal 2025, capital allocation strategies, and replacing the operating lease adjustment within the calculation with lease liabilities from the previous 5x rent adjustment.

Returning cash to shareholders

The Company remains committed to its goal toof ~~return~~returning cash to shareholders., ~~This~~which includes ~~our~~being ~~goal to be~~ a dividend growth company. ~~Beginning~~For in the ~~second~~fourth ~~quarter~~year ofin ~~Fiscal~~a ~~2022~~row, Signet ~~elected~~has ~~to reinstate the dividend program on its common shares. The Company~~ increased its quarterly common ~~dividends~~dividend from $0.1829 per share in Fiscal ~~2022,~~2025 to $0.2032 per share ~~in Fiscal 2023, to $0.23 per share in Fiscal 2024, and~~ beginning in Fiscal ~~2025 increased it again to $0~~2026.29 ~~per share.~~ The Company also remains focused on common share repurchases under its 2017 Share Repurchase Program (the “2017 Program”). ~~During~~In ~~Fiscal~~March ~~2022, Fiscal 2023 and Fiscal~~ 2024 ~~the Board authorized increases in the remaining amount of shares authorized for repurchase under the 2017 Program by $559 million~~, ~~$500 million, and $263 million, respectively, bringing~~ the total authorization to approximately $1.9 billion as of February 3, 2024. Since the reinstatement of share repurchases in Fiscal 2022, the Company has repurchased approximately 11.2 million shares for $827.2 million under the 2017 Program, including $139.3 million in Fiscal 2024. Subsequent to year-end, the Board approved a further $200 million increase to the multi-year authorization under the 2017 Program. ~~bringing~~The ~~the~~Company ~~total~~repurchased ~~remaining~~$138.0 million ~~authorization~~of tocommon ~~approximately~~shares ~~$850 million~~during ~~(net~~Fiscal of2025 ~~approximately~~with $7723.0 million of ~~share~~shares ~~repurchases~~authorized ~~made~~for inrepurchase ~~the~~remaining ~~first~~as ~~quarter~~ of ~~Fiscal 2025 through March 19~~February 1, ~~2024)~~2025. See Note 7 of Item 8 for additional information related to the common share repurchases.

The Company believes that cash on hand, cash flows from operations and available borrowings under the ABL ~~Revolving Facility~~ will be sufficient to meet its ongoing business requirements for at least the 12 months following the date of this report, including funding working capital needs, projected investments in the business (including capital expenditures), ~~debt service~~ and ~~maturities, including Preferred Shares, and~~ returns to shareholders through dividends and common share repurchases.

Primary sources and uses of operating cash flows

Operating activities provide the primary source of cash for the Company and are influenced by a number of factors, the most significant of which are operating income and changes in working capital items, such as:

50•changes in the level of inventory as a result of sales and other strategic initiatives; and

~~Table~~•changes and timing of ~~Contents~~accounts payable and accrued expenses, including variable compensation.

~~•changes~~Signet inderives most of its operating cash flows through the ~~level~~sale of ~~inventory~~merchandise asand extended service plans. As a ~~result~~retail business, Signet receives cash when it makes a sale to a customer or when the payment has been processed by Signet or the relevant bank if the payment is made by third-party credit or debit card. As further discussed in Note 11 of ~~sales~~Item 8, the Company has outsourced its entire credit card portfolio, and ~~other~~it ~~strategic~~receives ~~initiatives;~~cash from its outsourced financing partners (net of applicable fees) generally within two days of the customer sale. Offsetting these receipts, the Company’s largest operating expenses are the purchase of inventory, payroll and payroll-related benefits, store occupancy costs (including rent) and advertising.

•changes and timing of accounts payable and accrued expenses, including variable compensation; and

•changes in deferred revenue, reflective of the revenue from performance of extended service plans.

Signet derives most of its operating cash flows through the sale of merchandise and extended service plans. As a retail business, Signet receives cash when it makes a sale to a customer or when the payment has been processed by Signet or the relevant bank if the payment is made by third-party credit or debit card. As further discussed in Note 12 of Item 8, the Company has outsourced its entire credit card portfolio, and it receives cash from its outsourced financing partners (net of applicable fees) generally within two days of the customer sale. Offsetting these receipts, the Company’s largest operating expenses are the purchase of inventory, payroll and payroll-related benefits, store occupancy costs (including rent) and advertising.

Summary cash flow

The following table provides a summary of Signet’s cash flow activity for Fiscal ~~2024~~2025 and Fiscal ~~2023~~2024:

(in millions)

Fiscal ~~2024~~2025

Fiscal ~~2023~~2024

Net cash provided by operating activities

~~546~~590.9

~~797~~546.9

Net cash used in investing activities

(75159.81)

(~~545~~75.48)

Net cash used in financing activities

(~~259~~1,199.75)

(~~490~~259.07)

Increase (decrease) in cash and cash equivalents

211.4

(237.5)

(Decrease) increase in cash and cash equivalents

(767.7)

211.4

Cash and cash equivalents at beginning of period

1,~~166~~378.87

1,~~418~~166.38

Increase (decrease) in cash and cash equivalents

211.4

(237.5)

(Decrease) increase in cash and cash equivalents

(767.7)

211.4

Effect of exchange rate changes on cash and cash equivalents

0(7.50)

~~(14.~~0).5

Cash and cash equivalents at end of period

~~1,378~~604.70

1,~~166~~378.87

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Operating activities

Net cash provided by operating activities in Fiscal ~~2024~~2025 was $~~546~~590.9 million compared to net cash provided by operating activities of $~~797~~546.9 million in the prior year comparable period. ~~This~~The ~~overall~~change ~~decrease~~ in operating cash flows compared to prior year was primarily driven by the payment of litigation settlements asin the prior year noted below, more than offset by ~~higher~~the ~~cash~~impact ~~inflows~~of ~~for~~lower ~~working~~sales ~~capital~~on ~~compared~~cash toflows ~~the~~year ~~prior~~over ~~period and lower net tax payments~~year. The significant movements in operating cash flows are further described below:

•Net income was $~~810~~61.42 million compared to net income of $~~376~~810.74 million in the prior year period, ana ~~increase~~decrease of $~~433~~749.72 million. This ~~increase~~decrease was primarily ~~related to~~ the ~~change~~result inof ~~deferred taxes noted below;~~ non-cash, ~~pre-tax~~asset ~~pension~~impairment ~~settlement~~ charges of $~~133~~372.7 0 million taken during Fiscal 2025, as well as lower sales and ~~pre-tax~~gross ~~accrued~~profit ~~litigation~~compared ~~charges~~to ofprior year. The prior year also included a $~~203~~263.83 million ~~during~~non-cash ~~Fiscal~~tax ~~2023;~~benefit ~~partially~~related ~~offset~~to bythe ~~lower~~Bermuda ~~overall~~economic ~~sales~~transition ~~volume~~adjustment innoted ~~Fiscal 2024~~below. See Note 1110 and Note 14 of Item 8 for additional information.

•The change in current income taxes was a use of $319.03 million in the current period compared to a ~~source~~use of $983.50 million in the prior year. The ~~year~~current ~~over~~ year ~~change~~use was primarily the result of net income tax payments of $13115.05 million ~~in the current year and lower forecasted taxable income~~, compared to net cash payments of $7413.60 million in the prior year period. Deferred taxes were a use of $~~180~~30.37 million in the current period compared to a use of $99180.3 million in the prior year, primarily as a result of the deferred tax asset related to the Bermuda economic transition adjustment taken in Fiscal 2024. Refer to Note 10 of Item 8 for additional information.

•Cash provided by inventory was $~~182~~1.50 million compared to a ~~use~~source of $16182.5 million in the prior year period. ~~The~~Inventory ~~inventory~~was ~~reduction~~flat incompared to the ~~current~~prior year, ~~was~~whereas ~~driven~~Fiscal by2024 ~~the~~included ~~Company’s~~a ~~inventory~~significant ~~management~~reduction ~~initiatives~~due ~~in the current year, compared~~ to ~~prior~~inventory ~~year~~management ~~which~~initiatives ~~was~~taken ~~driven~~ by the ~~replenishment of inventories to healthier in-stock levels~~Company.

•Cash ~~used~~provided by accounts payable was $~~134~~28.57 million compared to a use of $~~101~~134.65 million in the prior year period. Accounts payable ~~decreased~~increased in the current year primarily as a result of ~~lower~~replenishment of inventory, ~~purchases~~including ~~and~~new ~~payment~~assortments, ~~timing~~in the current year.

•Cash used by accrued expenses and other liabilities was $~~251~~31.12 million compared to a ~~source~~use of $~~120~~251.01 million in the prior year period. This difference ~~was~~is driven primarily by ~~accrued~~ litigation ~~charges~~settlements which were accrued in ~~the~~Fiscal ~~prior~~2023 ~~year period~~ and paid during the first quarter of Fiscal 2024. See Note 28 of Item 8 for additional information.

Investing activities

Net cash used in investing activities in Fiscal ~~2024~~2025 was $75159.81 million compared to a use of $~~545~~75.48 million in the prior year period. Cash used in Fiscal ~~2024~~2025 was primarily related to capital expenditures of $~~125~~153.50 million~~, partially offset by cash received of $53~~.~~8 million~~ ~~for the sale of the Company’s UK prestige watch business.~~ Capital expenditures are ~~primarily~~ associated with new stores, remodels of existing stores, and ~~strategic~~ capital investments in digital and IT. In Fiscal ~~2023~~2024, net cash used in investing activities was primarily related to capital expenditures of $125.5 million, partially offset by cash received of $53.8 million for the sale of the Company’s UK prestige watch business. See Note 4 of Item 8 for further information on the divestiture.

51Stores opened and closed in Fiscal 2025:

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Store count by segment	February 3, 2024	Opened	Closed	February 1, 2025
North America segment (1)	2,411	18	(50)	2,379
International segment (1)	287	—	(24)	263
Signet	2,698	18	(74)	2,642

~~related~~(1) The tonet ~~the~~change ~~acquisition~~in ofselling ~~Blue~~square ~~Nile~~footage for ~~$389.9 million~~Fiscal ~~and~~2025 ~~capital~~for ~~expenditures~~the ofNorth ~~$138.9 million.~~America ~~See~~and ~~Note~~International 4segments ofwas ~~Item~~(0.5)% ~~8 for more information on the acquisition~~ and ~~divestiture~~(7.0)%, respectively.

Stores opened and closed in Fiscal 2024:

Store count by segment	January 28, 2023	Opened (2)	Closed (2)(3)	February 3, 2024
North America segment (1)	2,475	23	(87)	2,411
International segment (1)	333	10	(56)	287
Signet	2,808	33	(143)	2,698

(1) The net change in selling square footage for Fiscal 2024 for the North America and International segments was (1.4)% and (15.4)%, respectively.

(2) Includes 13 store repositions in Fiscal 2024.

(3) Includes 16 stores from the divestiture of the UK prestige watch business as described in Note 4 of Item 8.

Financing activities

Net cash used in financing activities in Fiscal 2025 was $1.2 billion, primarily consisting of the repurchase of the Preferred Shares of $813.8 million, the repayment of the Senior Notes of $147.8 million upon maturity, the repurchase of $138.0 million of common shares, preferred and common share dividends paid of $67.1 million, and payments for taxes withheld related to the settlement of the Company’s share-based compensation awards of $28.5 million.

Net cash used in financing activities in Fiscal 2024 was $259.7 million, consisting of the repurchase of $139.3 million of common shares, preferred and common share dividends paid of $72.8 million, and payments for taxes withheld related to the settlement of the Company’s share-based compensation awards of $47.6 million.

Net cash used in financing activities in Fiscal 2023 was $490.0 million, consisting of the repurchase of $376.1 million of common shares, preferred and common share dividends paid of $69.5 million, and payments for taxes withheld related to the settlement of the Company’s share-based compensation awards of $44.4 million.

Movement in cash and indebtedness

Cash and cash equivalents at February 31, ~~2024~~2025 were $1604.40 ~~billion~~million compared to $1.24 billion as of ~~January~~February 283, ~~2023~~2024. The ~~increase~~decrease year over year was primarily driven by ~~cash~~the ~~flow~~retirement ~~from~~of ~~operations~~the ~~partially~~Preferred ~~offset~~Shares, by the ~~payment~~repayment of ~~litigation~~the ~~charges~~Senior Notes upon maturity, and common share repurchases, as described above., ~~Signet~~partially ~~has~~offset ~~cash~~by ~~and~~ cash ~~equivalents~~flow ~~invested~~from inoperations. ~~various~~Signet ~~‘AAA’~~holds ~~rated~~cash ~~government~~and ~~money~~cash ~~market~~equivalents ~~funds and~~ at a number of large, highly-rated financial institutions. The amount ~~invested~~held ~~in each liquidity fund or~~ at each financial institution takes into account the credit rating and size of the ~~liquidity fund or~~ financial institution and is ~~invested~~held for short-term durations.

As further described in Note 22 of Item 8, the Company entered into an agreement to amend the ABL Revolving Facility on July 28, 2021. The amendment extended the maturity of the ABL Revolving Facility to July 28, 2026 and allows the Company to increase the size of the ABL Revolving Facility by up to $600 million.49

There were no borrowings under the ABL Revolving Facility during Fiscal 2024 or Fiscal 2023. The Company had stand-by letters of credit on the ABL Revolving Facility of $18.2 million as of February 3, 2024 that reduced remaining borrowing availability. Available borrowing capacity under the ABL Revolving Facility was $1.1 billion as of February 3, 2024.

At February 3, 2024 and January 28, 2023, Signet had $147.8 million and $147.7 million, respectively, of outstanding debt, consisting entirely of the Senior Notes. The Senior Notes are due in June 2024 and the redemption is expected to be funded with cash on hand.

Net cash was $1.2 billion as of February 3, 2024 compared to net cash of $1.0 billion as of January 28, 2023. Refer to the Non-GAAP Measures section above for the definition of net cash and reconciliation to its most comparable financial measure presented in accordance with GAAP.

As of February 3, 2024 and January 28, 2023, the Company was in compliance with all debt covenants.

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As further described in Note 20 of Item 8, the Company entered into an agreement to amend the ABL on August 23, 2024. The amendment extended the maturity of the ABL from July 28, 2026 to August 23, 2029 and reduced the size of the ABL to $1.2 billion to better reflect current business needs based primarily on lower inventory levels maintained over the past few years. The Company continues to have an option to increase the size of the ABL by up to an additional $600 million.

There were $253.0 million of borrowings under the ABL during Fiscal 2025, which were fully repaid by the end of the year. There were no borrowings under the ABL during Fiscal 2024. The Company had stand-by letters of credit on the ABL of $18.0 million as of February 1, 2025 that reduced remaining borrowing availability. Available borrowing capacity under the ABL was $1.2 billion as of February 1, 2025.

The Company had no outstanding debt as of February 1, 2025. As further described in Note 20 of Item 8, the Company fully repaid the Senior Notes upon maturity in the second quarter of Fiscal 2025 using cash on hand. At February 3, 2024, Signet had $147.8 million of outstanding debt, consisting entirely of the Senior Notes.

As of February 1, 2025 and February 3, 2024, the Company was in compliance with all debt covenants.

Capital availability

Signet’s level of borrowings and cash balances fluctuates during the year reflecting the seasonality of its cash flow requirements and business performance. Management believes that cash balances and the ~~committed~~availability ~~borrowing~~under ~~facilities (including~~ the ABL ~~Facility described more fully in Note 22 of Item 8) currently available to the business~~ are sufficient for both its present and near-term requirements. The following table provides a summary of these items as of February 31, ~~2024~~2025, ~~January~~February 283, ~~2023~~2024 and January 2928, ~~2022~~2023:

(in millions)

February 31, ~~2024~~2025

~~January~~February 283, ~~2023~~2024

January 2928, ~~2022~~2023

Working capital (1)

~~1,560~~880.67

1,~~259~~560.06

1,~~659~~259.70

Capitalization:

Current portion of long-term debt

~~147.7~~—

—147.7

—

Long-term debt

—

~~147.4~~—

147.14

Redeemable Series A Convertible Preference Shares

~~655.5~~—

~~653~~655.85

~~652~~653.18

Shareholders’ equity

21,~~166~~851.58

12,~~578~~166.65

1,~~564~~578.06

Total capitalization

21,~~969~~851.78

2,~~379~~969.87

2,~~363~~379.28

Additional amounts available under credit agreements

1,~~134~~162.24

1,~~406~~134.62

1,~~245~~406.96

(1) Includes cash and cash equivalents and current portion of long-term debt

If the excess availability under the ABL ~~Revolving Facility~~ falls below the threshold specified in the ABL ~~Facility~~ agreement, the Company will be required to maintain a fixed charge coverage ratio of not less than 1.00 to 1.00. As of February 31, ~~2024~~2025, the threshold related to the fixed coverage ratio was approximately $~~114~~116 million. The ABL ~~Facility~~ places certain restrictions upon the Company’s ability to, among other things, incur additional indebtedness, pay dividends, grant liens and make certain loans, investments and divestitures. The ABL ~~Facility~~ contains customary events of default (including payment defaults, cross-defaults to certain of the Company’s other indebtedness, breach of representations and covenants and change of control). The occurrence of an event of default under the ABL ~~Facility~~ would permit the lenders to accelerate the indebtedness and terminate the ABL ~~Facility~~.

Credit ratings

The following table provides Signet’s credit ratings as of February 31, ~~2024~~2025:

Rating Agency	Corporate	~~Senior Notes~~
Standard & Poor’s	BB-	~~BB-~~
Moody’s	Ba3	B2
Fitch	BB+	BB

OFF-BALANCE SHEET ARRANGEMENTS

Merchandise held on consignment

The Company held $~~530~~601.35 million of consignment inventory at February 31, ~~2024~~2025 compared to $~~623~~530.03 million at ~~January~~February 283, ~~2023~~2024, which is not recorded on the consolidated balance sheets. The principal terms of the consignment agreements, which can generally be terminated by either party, are such that the Company can return any or all of the inventory to the relevant suppliers without financial or commercial penalties and the supplier can adjust the inventory costs prior to sale.

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CRITICAL ACCOUNTING ESTIMATES

Critical accounting policies covering areas of greater complexity that are subject to the exercise of judgment due to the reliance on key estimates are listed below. A comprehensive listing of Signet’s significant accounting policies is set forth in Note 1 of the consolidated financial statements in Item 8.

Revenue recognition for extended service plans and lifetime warranty agreements (“ESP”)

The Company recognizes revenue related to ESP sales in proportion to when the expected costs will be incurred. The deferral periods for ESP sales are determined from patterns of claims costs, including estimates of future claims costs expected to be incurred. Management reviews the trends in historical claims to assess whether changes are required to the revenue and cost recognition rates utilized. All direct costs associated with the sale of the ESP ~~plans~~ are deferred and amortized in proportion to the revenue recognized and disclosed as either other current assets or other assets in the consolidated balance sheets. These direct costs primarily include sales commissions and credit card fees. Amortization of deferred ESP selling costs is included within SG&A in the consolidated statements of operations.

53The North America reportable segment sells ESP, subject to certain conditions, to perform repair work over the life of the product. Customers generally pay for ESP at the store or online at the time of merchandise sale. Revenue from the sale of the lifetime ESP is recognized consistent with the estimated patterns of claim costs expected to be incurred by the Company in connection with performing under the ESP obligations. Lifetime ESP revenue is deferred and recognized over a maximum of 13 years after the sale of the warranty contract. Although claims experience varies between the Company’s national brands, thereby resulting in different recognition rates, approximately 60% to 70% of revenue is recognized within the first two years on a weighted average basis. Management estimates that a 1% change in the recognition rates between years for ESP sales, based on the level of ESP plans sold in Fiscal 2025 and assuming no change in the life over which the Company is expected to fulfill its obligations under the warranty, would impact revenue recognized on current year ESP sales by approximately $5 million.

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The North America reportable segment sells ESP, subject to certain conditions, to perform repair work over the life of the product. Customers generally pay for ESP at the store or online at the time of merchandise sale. Revenue from the sale of the lifetime ESP is recognized consistent with the estimated patterns of claim costs expected to be incurred by the Company in connection with performing under the ESP obligations. Lifetime ESP revenue is deferred and recognized over a maximum of 13 years after the sale of the warranty contract. Although claims experience varies between the Company’s national banners, thereby resulting in different recognition rates, approximately 60% to 65% of revenue is recognized within the first two years on a weighted average basis. Management estimates that a 1% change in the recognition rates between years for ESP sales, based on the level of ESP plans sold in Fiscal 2024 and assuming no change in the life over which the Company is expected to fulfill its obligations under the warranty, would impact revenue recognized on current year ESA plan sales by approximately $5 million.

As noted above, the Company utilizes historical claims data to estimate the expected future patterns of claims cost and the related revenue recognition rates utilized. These claims patterns are subject to change based primarily on revisions to the Company’s ESP product offerings and changes in customer behavior over time. The Company refreshes its analysis of the claims pattern on at least an annual basis, or more often if circumstances dictate such a review is required (such as occurred as a result of the disruption from COVID-19). A significant change in either the overall claims pattern or the life over which the Company is expected to fulfill its obligation under the warranty could result in material change to revenues.

Goodwill and intangibles

In a business combination, the Company estimates and records the fair value of all assets acquired and liabilities assumed, including identifiable intangible assets and liabilities. The fair value of these intangible assets and liabilities is estimated based on management’s assessment, including selection of appropriate valuation techniques, inputs and assumptions in the determination of fair value. Significant estimates in valuing intangible assets and liabilities acquired include, but are not limited to, future expected cash flows associated with the acquired asset or liability, expected life and discount rates. The excess purchase price over the estimated fair values of the assets acquired and liabilities assumed is recognized as goodwill. Goodwill is recorded by the Company’s reporting units based on the acquisitions made by each.

Goodwill and other indefinite-lived intangible assets, ~~such as indefinite-lived trade names,~~ are evaluated for impairment annually as of the end of the fourth reporting period, ~~with~~or more often if events or conditions were to indicate the ~~exception~~carrying value of ~~newly~~a ~~acquired~~ reporting ~~units~~unit ~~which~~or ~~are~~an ~~completed~~indefinite-lived nointangible ~~later~~asset may be greater than ~~twelve~~its ~~months~~fair ~~after~~value. ~~the~~The ~~date~~Company ofmay ~~acquisition.~~elect ~~Additionally,~~to ifperform ~~events~~a orqualitative ~~conditions~~assessment ~~were~~for our reporting units and indefinite-lived intangible assets to ~~indicate~~determine whether it is more likely than not that the ~~carrying~~fair value of athe reporting unit or an indefinite-lived intangible asset ~~may~~is be greater than its ~~fair~~carrying value. If a qualitative assessment is not performed, or if as a result of a qualitative assessment it is not more likely than not that the ~~Company~~fair ~~would~~value ~~evaluate~~of a reporting unit or indefinite-lived intangible asset exceeds its carrying value, then the reporting unit’s or indefinite-lived intangible asset’s ~~for~~fair ~~impairment~~value atis ~~that~~compared ~~time~~to its carrying value. Impairment testing compares the carrying amount of the reporting unit or other indefinite-lived intangible ~~assets~~asset with its fair value. When the carrying amount of the reporting unit or other indefinite-lived intangible ~~assets~~asset exceeds its fair value, an impairment charge is recorded.

The quantitative impairment test for goodwill involves estimating the fair value of the reporting unit through either estimated discounted future cash flows, or market-based methodologies, or a combination of both. The impairment test for other indefinite-lived intangible assets involves estimating the fair value of the asset, which is typically performed using the relief from royalty method for indefinite-lived trade names.

Due to various impacts of the current market conditions on key inputs and assumptions, such as rising interest rates and the ~~sustained~~macroeconomic ~~inflationary~~impact ~~pressure~~ on consumers’ discretionary spending, the Company determined that quantitative impairment assessments were required for the Diamonds Direct and Digital ~~Banners~~brands reporting units as well as the ~~indefinite-lived~~Blue ~~intangible~~Nile ~~assets~~and ~~assigned~~Diamonds toDirect ~~those~~trade ~~reporting~~names ~~units~~ as of the annual impairment testing date during the second quarter of Fiscal ~~2024~~2025. As part of the assessments, it was determined that an increase in the discount rates was required to reflect the rising interest rates due to current market conditions. This higher discount rate, in conjunction with revised cash flow projections associated with the impact of the decline in consumer trends relative to engagement related purchases expected in Fiscal 2024, resulted in lower than previously projected discounted future cash flows for the reporting units and indefinite-lived intangible assets which negatively affected the valuation compared to previous valuations.

~~Based~~As onpart ~~the results~~ of the quantitative ~~impairment~~ assessments, ~~the~~management ~~Company~~reevaluated ~~determined~~its ~~that~~long-term nocash ~~impairment~~flow ~~was~~projections, ~~required~~primarily asrelated ~~the~~to ~~estimated~~sales ~~fair~~growth ~~value~~in of the Digital ~~Banners~~brands ~~reporting~~and ~~unit~~Diamonds asDirect. ~~well~~Both asbrands ~~the~~have ~~James~~a ~~Allen~~higher ~~trade~~bridal ~~name~~mix ~~substantially~~compared ~~exceeded their respective carrying values. Due~~ to the ~~recent~~rest ~~acquisition~~ of ~~the Blue Nile trade name~~Signet, ~~the carrying value of $96 million approximated its estimated fair value as of the annual impairment testing date~~ and nothus ~~impairment was required. For~~ the ~~Diamonds~~slower ~~Direct reporting unit, as well as its related trade name, the estimated fair values exceeded their carrying values by approximately 13% and 6%, respectively.~~

Due to a lower than expected sales during the fourth quarter of Fiscal 2024, combined with softening of sales expected in Fiscal 2025, the Company determined that an interim quantitative impairment assessment was required for the Blue Nile indefinite-lived intangible trade name asset as of the end of Fiscal 2024. As a result of this interim quantitative impairment assessment of the Blue Nile trade name, the carrying value of $96 million continues to approximate its estimated fair value and thus no impairment was required. 51

The Company noted that an increase in the discount rate and/or a further softening of sales and operating income trends for the Diamonds Direct reporting unit and related trade name as well as the Blue Nile trade name, could result in a decline in the estimated fair values of the indefinite-lived intangible assets, including goodwill, which could result in future material impairment charges. For

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~~instance~~than expected engagement recovery and continued pressure on consumer discretionary spending have had a disproportionate impact on these businesses as compared to the other Signet brands. In addition, to a lesser degree, the Digital brands sales have been impacted by market declines in lab-grown diamond pricing over the past year. Management also determined an increase in discount rates was required to reflect the ~~discount~~current interest rate environment at the valuation date, as well as to reflect additional forecast risk related to the Digital brands due to the previously discussed challenges related to the integration of 0Blue Nile.5% Therefore, ~~assuming~~these nohigher ~~other~~discount ~~changes~~rates, in conjunction with the revised cash flow projections, resulted in lower than previously projected discounted cash flows for the reporting units and trade names which negatively affected the valuations compared to ~~assumptions~~previous valuations. Based on the results of the quantitative impairment assessments, ~~would~~the ~~result~~Company indetermined anthat no impairment ~~charge~~was required for the Diamonds Direct reporting unit, as its estimated fair value exceeded its carrying value by 11%. The carrying value of ~~approximately~~the $5Diamonds Direct goodwill is $251.2 million. onHowever, during the second quarter of Fiscal 2025, the Company recognized pre-tax impairment charges related to the Diamonds Direct trade name, the Digital brands reporting unit, and the Blue Nile trade name of $7 million, $123 million and $36 million, respectively, as their respective carrying values exceeded their fair values.

~~The~~During ~~Company~~the ~~will~~fourth ~~continue~~quarter toof ~~monitor~~Fiscal ~~events~~2025, orprimarily ~~circumstances~~due ~~that~~to ~~could~~softer ~~trigger~~than expected Holiday Season results, the ~~need~~Company ~~for~~determined antriggering events had occurred requiring interim impairment ~~test~~assessments infor ~~Fiscal~~the ~~2025.~~Digital ~~The~~brands ~~Company~~reporting ~~believes~~unit ~~that~~as well as the ~~estimates~~Blue Nile, James Allen and ~~assumptions~~Diamonds Direct trade names, which management performed on a quantitative basis. As part of the quantitative assessments, management reevaluated its long-term cash flow projections, primarily related to sales growth in the Digital brands and ~~operating~~Diamonds ~~income~~Direct. ~~trends,~~As ~~discount~~described ~~rates~~above, ~~royalty~~the ~~rates~~slower ~~and~~than ~~other~~expected ~~assumptions~~engagement ~~are~~recovery ~~reasonable~~continued in the second half of Fiscal 2025, ~~but~~which ~~they~~had ~~are~~a ~~subject~~disproportionate impact on these businesses due to ~~change~~their ~~from~~higher ~~period~~bridal mix compared to ~~period~~the rest of Signet. ~~Future~~Management ~~economic~~also ~~conditions~~determined oran ~~operating~~increase ~~performance~~in discount rates was required to reflect the current interest rate environment at the valuation date, ~~such~~as well as ~~declines~~to inreflect ~~sales~~additional orforecast ~~increases~~risk inrelated to the Digital brands due to the previously discussed challenges related to the integration of Blue Nile. The Digital brands’ results were also impacted by lower traffic post re-platforming due to search engine optimization during the second half of the year. Therefore, these higher discount rates, ~~could~~in ~~differ~~conjunction ~~from~~with ~~those~~the ~~projected~~revised bycash ~~management~~flow projections, resulted in ~~its~~lower ~~most~~than ~~recent~~previously ~~impairment~~projected ~~tests~~discounted cash flows for ~~indefinite-lived~~the ~~intangible~~reporting ~~assets,~~unit ~~including~~and ~~goodwill.~~trade ~~This~~names ~~could~~which ~~impact~~negatively ~~our~~affected the fair value estimates compared to previous valuations. The Company recognized pre-tax impairment charges in the consolidated statement of ~~fair~~operations ~~values~~within its North America reportable segment related to the Digital brands reporting unit, Blue Nile trade name, James Allen trade name, and ~~may~~the ~~result~~Diamonds inDirect ~~future~~trade ~~material~~name ~~impairment~~of ~~charges~~$149.5 million, ~~See~~$41 million, ~~Note~~$3 million, 18and of$7 million, ~~Item~~respectively, 8as ~~for~~their ~~further~~respective ~~details~~carrying values exceeded their fair values.

As a result of these impairments, as of February 1, 2025, the carrying values of the Digital brands goodwill, Blue Nile trade name, James Allen trade name, and Diamonds Direct trade name were reduced to their estimated fair values of $53.6 million, $19 million, $15 million, and $112 million, respectively. The Company will continue to monitor events or circumstances that could trigger the need for an interim impairment test. The Company believes that the estimates and assumptions related to sales and operating income trends, discount rates, royalty rates and other assumptions are reasonable, but they are subject to change from period to period.

Management noted uncertainties exist related to the post-election macroeconomic environment in the US and abroad, including tariffs, economic and tax policy, inflation and interest rates. These factors could unfavorably impact consumer confidence and discretionary spending, and thus may impact the key assumptions used to estimate fair value, such as sales trends, margin trends, long-term growth rates and discount rates. These factors could also negatively affect the share price of the Company’s common stock. An increase in the discount rate and/or a further softening of sales and operating income trends for any of the Company’s reporting units and related trade names, particularly during peak selling seasons, could result in a further decline in the estimated fair values of the indefinite-lived intangible assets, including goodwill, which could result in future material impairment charges, particularly for Diamonds Direct and Digital brands as described above. For example, an increase in the discount rate of 0.5% to all of the aforementioned impaired trade names and reporting unit, assuming no other changes to assumptions, would have resulted in additional impairment charges of approximately $8 million during Fiscal 2025.

See Note 16 of Item 8 for additional information.

Long-lived assets

Long-lived assets of the Company consist primarily of property and equipment, definite-lived intangible assets and operating lease right-of-use ("ROU") assets. Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Potentially impaired assets or asset groups are identified by reviewing the undiscounted cash flows of individual stores. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the store asset group, based on the Company’s internal business plans. If the undiscounted cash flow for the store asset group is less than its carrying amount, the long-lived assets are measured for potential impairment by estimating the fair value of the asset group, and recording an impairment loss for the amount that the carrying value exceeds the estimated fair value. The Company primarily utilizes the replacement cost method to estimate the fair value of its property and equipment, and the income capitalization method to estimate the fair value of its ROU assets, which incorporates historical store level sales, internal business plans, real estate market capitalization and rental rates, and discount rates.

~~The~~Certain ~~uncertainty~~factors ofimpacting the ~~current macroeconomic environment on the~~ Company’s business could continue to further negatively affect the operating performance and cash flows of the previously impaired stores or additional stores, including the impacts of inflation, continued changes in consumer behavior and shifts in discretionary spending, the inability to achieve or maintain cost savings initiatives included in the business plans, changes in real estate strategy or other macroeconomic factors which influence consumer behavior. In addition, key assumptions used to estimate fair value, such as sales trends, capitalization and market rental rates, and discount rates could impact the fair value estimates of the store-level assets in future periods.

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behavior and shifts in discretionary spending, the inability to achieve or maintain cost savings or other strategic initiatives, changes in real estate strategy or other macroeconomic factors which influence consumer behavior. In addition, key assumptions used to estimate fair value, such as sales trends, capitalization and market rental rates, and discount rates could impact the fair value estimates of the store-level assets in future periods.

Income taxes

Income taxes are accounted for using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are recognized by applying statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when it is more likely than not that all or a portion of the deferred tax assets will not be realized, based on management’s evaluation of all available evidence, both positive and negative, including reversals of deferred tax liabilities, projected future taxable income and results of recent operations. The Company has a valuation allowance of $1814.39 million and $1918.03 million, as of February 31, ~~2024~~2025 and ~~January~~February 283, ~~2023~~2024, respectively, due to uncertainties related to the Company’s ability to utilize certain of its deferred tax assets, primarily consisting of state net operating losses and foreign capital losses carried forward.

The annual effective tax rate is based on annual income, statutory tax rates and tax planning strategies available in the various jurisdictions in which the Company operates. The Company does not recognize tax benefits related to positions taken on certain tax matters unless the position is more likely than not to be sustained upon examination by tax authorities. At any point in time, various tax years are subject to or are in the process of being audited by various taxing authorities. The Company records a reserve for uncertain tax positions, including interest and penalties. To the extent that management’s estimates of settlements change, or the final tax outcome of these matters is different than the amounts recorded, such differences will impact the income tax provision in the period in which such determinations are made. See Note 10 of Item 8 for additional information regarding deferred tax assets and unrecognized tax benefits.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

The Company and certain of its subsidiaries, which are listed on Exhibit 22.1 to this Annual Report on Form 10-K, have guaranteed obligations under the Senior Notes.

The Senior Notes were issued by Signet UK Finance plc (the “Issuer”). The Senior Notes rank senior to the Preferred Shares and common shares. The Senior Notes are effectively subordinated to our existing and future secured indebtedness to the extent of the assets securing that indebtedness. The Senior Notes are fully and unconditionally guaranteed on a joint and several basis by the Company, as the parent entity (the “Parent”) of the Issuer, and certain of its subsidiary guarantors (each, a “Guarantor” and collectively, the “Guarantors”).

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The Senior Notes are structurally subordinated to all existing and future debt and other liabilities, including trade payables, of our subsidiaries that do not guarantee the Senior Notes (the “Non-Guarantors”). The Non-Guarantors will have no obligation, contingent or otherwise, to pay amounts due under the Senior Notes or to make funds available to pay those amounts. Certain Non-Guarantors may be limited in their ability to remit funds to us by means of dividends, advances or loans due to required foreign government and/or currency exchange board approvals or limitations in credit agreements or other debt instruments of those subsidiaries.

The Guarantors jointly and severally, irrevocably and unconditionally guarantee on a senior unsecured basis the performance and full and punctual payment when due of all obligations of Issuer, as defined in the Indenture, in accordance with the Senior Notes and the related Indentures, as supplemented, whether for payment of principal of or interest on the Senior Notes when due and any and all costs and expenses incurred by the trustee or any holder of the Senior Notes in enforcing any rights under the guarantees (collectively, the “Guarantees”). The Guarantees and Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions.

Although the Guarantees provide the holders of Senior Notes with a direct unsecured claim against the assets of the Guarantors, under US federal bankruptcy law and comparable provisions of US state fraudulent transfer laws, in certain circumstances a court could cancel a Guarantee and order the return of any payments made thereunder to the Guarantors or to a fund for the benefit of its creditors.

A court might take these actions if it found, among other things, that when the Guarantors incurred the debt evidenced by their Guarantee (i) they received less than reasonably equivalent value or fair consideration for the incurrence of the debt and (ii) any one of the following conditions was satisfied:

•the Guarantor entity was insolvent or rendered insolvent by reason of the incurrence;

•the Guarantor entity was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

•the Guarantor entity intended to incur or believed (or reasonably should have believed) that it would incur, debts beyond its ability to pay as those debts matured.

In applying the above factors, a court would likely find that a Guarantor did not receive fair consideration or reasonably equivalent value for its Guarantee, except to the extent that it benefited directly or indirectly from the issuance of the Senior Notes. The determination of whether a Guarantor was or was not rendered insolvent when it entered into its Guarantee will vary depending on the law of the jurisdiction being applied. Generally, an entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than all of its assets at a fair valuation or if the present fair salable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts, including contingent or unliquidated debts, as they mature.

If a court canceled a Guarantee, the holders of the Senior Notes would no longer have a claim against that Guarantor or its assets.

Each Guarantee is limited, by its terms, to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without rendering the Guarantee, as it relates to that Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Each Guarantor is a consolidated subsidiary of Parent at the date of each balance sheet presented. The following tables present summarized financial information for Parent, Issuer, and the Guarantors on a combined basis after elimination of (i) intercompany transactions and balances among Parent, Issuer, and the Guarantors and (ii) equity in earnings from and investments in any Non-Guarantor.

	Summarized Balance Sheets
(in millions)	February 3, 2024		January 28, 2023
Total current assets	$	3,492.6	$	3,225.3
Total non-current assets	1,959.2		2,056.3
Total current liabilities	2,493.4		2,555.5
Total non-current liabilities	3,033.6		3,192.3
Redeemable preferred shares	655.5		653.8
Total due from Non-Guarantors (1)	521.3		425.1
Total due to Non-Guarantors (1)	1,923.2		1,798.3

(1) Amounts included in asset and liability subtotals above.

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	Summarized Statements of Operations
(in millions)	Fiscal 2024		Fiscal 2023
Sales	$	6,048.8	$	6,705.7
Gross margin	2,539.9		2,786.0
Income before income taxes (2)	991.5		546.0
Net income (2)	914.1		490.1

(2) Includes net income from intercompany transactions with Non-Guarantors of $311.6 million for Fiscal 2024, and net income of $128.3 million for Fiscal 2023. Intercompany transactions primarily include intercompany dividends and interest.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Signet is exposed to market risk arising from fluctuations in foreign currency exchange rates, interest rates and precious metal prices, which could affect its consolidated financial position, earnings and cash flows. Signet monitors and manages these market exposures as a fundamental part of its overall risk management program, which recognizes the volatility of financial markets and seeks to reduce the potentially adverse effects of this volatility on Signet’s operating results. Signet manages its exposure to market risk through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Signet uses derivative financial instruments as risk management tools and not for trading purposes.

As a portion of the International reportable segment’s purchases are denominated in US dollars and its net cash flows are in British pounds, Signet’s policy is to enter into forward foreign currency exchange contracts and foreign currency swaps to manage the exposure to the US dollar. Signet may enter into derivative transactions to hedge a significant portion of forecasted merchandise purchases using commodity forward purchase contracts, options, net zero premium collar arrangements, or some combination thereof. Additionally, the North America reportable segment enters into forward foreign currency exchange contracts to manage the currency fluctuations associated with the Company’s Canadian operations. These contracts are entered into with large, reputable financial institutions, thereby minimizing the credit exposure from the Company’s counterparties.

Signet has significant amounts of cash and cash equivalents ~~invested~~held at several financial institutions. The ~~amount~~amounts ~~invested~~held at each financial institution takes into account the long-term credit rating and size of the financial institution. The interest rates earned on cash and cash equivalents will fluctuate in line with short-term interest rates.

MARKET RISK MANAGEMENT POLICY

The Finance Committee of the Board is responsible for monitoring market and liquidity risk within the Company’s treasury policies and guidelines framework, which are deemed to be appropriate by the Board for the management of market risk and liquidity.

Signet’s exposure to market risk is managed by Signet’s senior management. Where deemed necessary to achieve the objective of reducing market risk volatility on Signet’s operating results, certain derivative instruments are entered into after review and approval by the Company’s Chief Operating and Financial Officer (“CFO”). Signet uses derivative financial instruments for risk management purposes only.

A description of Signet’s accounting policies for derivative instruments is included in Note 1 of Item 8. Signet’s current portfolio of derivative financial instruments consists entirely of forward foreign currency exchange contracts. An analysis quantifying the fair value change in derivative financial instruments held by Signet to manage its exposure to foreign exchange rates is detailed in Note 2018 of Item 8.

~~Foreign Currency Exchange Rate Risk~~53

Approximately 91% of Signet’s total assets were held in entities whose functional currency is the US dollar at February 3, 2024 and the Company generated approximately 91% of its sales in US dollars in Fiscal 2024. Remaining assets and sales are primarily in British pounds and Canadian dollars.

In translating the results of the International reportable segment and the Canadian subsidiary of the North America reportable segment, Signet’s results are subject to fluctuations in the exchange rates between the US dollar and both the British pound and Canadian dollar. Any depreciation in the value of the US dollar against the British pound or Canadian dollar could increase reported revenues and operating profit and any appreciation in the value of the US dollar against the British pound or Canadian dollar could decrease reported revenues and operating profit.

The International reportable segment buys certain products and materials on international markets that are priced in US dollars, and therefore has an exposure to exchange rates on the cost of goods sold. Signet uses certain derivative financial instruments to hedge a portion of this exposure within treasury guidelines and approved by the Signet CFO. In Fiscal 2024, approximately 32% of the International reportable segment’s goods purchased were transacted in US dollars (Fiscal 2023: 32%).

Signet holds a fluctuating amount of British pounds reflecting the cash generating characteristics of the International reportable segment. Signet’s objective is to minimize net foreign exchange exposure to the consolidated statements of operations on British pound denominated items through managing this level of cash, British pound denominated intercompany balances and US dollar to

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~~British~~Foreign ~~pound~~Currency ~~swaps.~~Exchange InRate order to manage the foreign exchange exposure and minimize the level of British pound cash held by Signet, the British pound denominated subsidiaries periodically pay dividends as needed to their immediate holding companies and excess British pounds are sold in exchange for US dollars.Risk

Approximately 91% of Signet’s total assets were held in entities whose functional currency is the US dollar at February 1, 2025 and the Company generated approximately 91% of its sales in US dollars in Fiscal 2025. Remaining assets and sales are primarily in British pounds and Canadian dollars.

In translating the results of the International reportable segment and the Canadian subsidiary of the North America reportable segment, Signet’s results are subject to fluctuations in the exchange rates between the US dollar and both the British pound and Canadian dollar. Any depreciation in the value of the US dollar against the British pound or Canadian dollar could increase reported revenues and operating income and any appreciation in the value of the US dollar against the British pound or Canadian dollar could decrease reported revenues and operating income.

The International reportable segment buys certain products and materials on international markets that are priced in US dollars and therefore has an exposure to exchange rates on the cost of goods sold. Signet uses certain derivative financial instruments to hedge a portion of this exposure within treasury guidelines and approved by the Signet CFO. In Fiscal 2025, approximately 31% of the International reportable segment’s goods purchased were transacted in US dollars (Fiscal 2024: 32%).

Signet holds a fluctuating amount of British pounds and Canadian dollars reflecting the cash generative characteristics of operations. The Company’s objective is to minimize net foreign exchange exposure to the consolidated statements of operations on non-US dollar denominated items through managing cash levels, non-US dollar denominated intra-entity balances and foreign currency exchange contracts and swaps. In order to manage the foreign exchange exposure and minimize the level of funds denominated in British pounds and Canadian dollars, dividends are paid regularly by subsidiaries to their immediate holding companies and excess British pounds and Canadian dollars are sold in exchange for US dollars.

Commodity Price Risk

Signet’s results are subject to fluctuations in the cost of diamonds, gold and certain other precious metals which are key raw material components of the products sold by Signet.

When deemed appropriate by management, ~~it is~~ Signet’s policy is to ~~minimize~~reduce the impact of precious metal commodity price volatility on operating results through the use of ~~commodity~~outright forward ~~purchase~~purchases ~~contracts~~of, or by entering into ~~either~~options to purchase, precious metals within treasury guidelines approved by the CFO. In particular, when price and volume warrant such actions, Signet undertakes hedging of its requirements for gold through the use of forward purchase contracts, options orand net zero premium collar arrangements, ~~within~~(a ~~treasury~~combination ~~guidelines~~of forwards and ~~approved~~option ~~by the Signet CFO~~contracts). It is not possible to hedge against fluctuations in the cost of diamonds.

Interest Rate Risk

Signet’s interest income and expense is exposed to volatility in interest rates. This exposure is driven by both the currency denomination of the cash or debt, the mix of fixed and floating rate debt used, the type of cash investments and the total amount of cash and debt outstanding. As of February 31, ~~2024~~2025, a hypothetical 100 basis point increase in interest rates would result in no additional annual interest expense since all of the Company’s variable rate debt has been repaid.

Sensitivity Analysis

Management has used a sensitivity analysis technique that measures the change in the fair value of Signet’s financial instruments from hypothetical changes in market rates as shown in the table below.

Fair value gains (losses) arising from:

(in millions)			Fair Value February 31, ~~2024~~2025												10% depreciation of $ against £						10% depreciation of $ against C$												Fair Value ~~January~~February 283, ~~2023~~2024
Foreign exchange contracts			$	(0.23)											$	02.75					$	4.58											$	(0.62)

The amounts generated from the sensitivity analysis quantify the impact of market risk assuming that certain adverse market conditions, specified in the table above, occur. They are not forward-looking estimates of market risk. Actual results in the future are likely to differ materially from those projected due to changes in the portfolio of financial instruments held and actual developments in the global financial markets.

Any changes in the portfolio of financial instruments held and developments in the global financial markets may cause fluctuations in interest rates, exchange rates and precious metal prices to exceed the hypothetical amounts disclosed in the table above. The sensitivity scenarios are intended to allow an expected risk measure to be applied to the scenarios, as opposed to the scenarios themselves being an indicator of the maximum expected risk.

The fair value of derivative financial instruments is determined based on market value equivalents at period end, taking into account the current foreign currency forward rates.

The estimated changes in the fair value for foreign exchange rates are based on a 10% depreciation of the US dollar against British pound and Canadian dollar from the levels applicable at February 3, 2024 with all other variables remaining constant. There were no foreign exchange contracts outstanding in other foreign currencies as of February 3, 2024.54

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The estimated changes in the fair value for foreign exchange rates are based on a 10% depreciation of the US dollar against British pound and Canadian dollar from the levels applicable at February 1, 2025 with all other variables remaining constant. There were no foreign exchange contracts outstanding in other foreign currencies as of February 1, 2025.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Signet Jewelers Limited:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Signet Jewelers Limited and subsidiaries (the Company) as of February 3 1, ~~2024~~2025 and ~~January 28~~February 3, ~~2023~~2024, the related consolidated statements of operations, comprehensive income, cash flows, and shareholders’ equity for the 5352 week period ended February 1, 2025, the 53 week period ended February 3, 2024, and the 52 week ~~periods~~period ended January 28, 2023 ~~and January 29~~, ~~2022,~~ and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of February 3 1, ~~2024~~2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 3 1, ~~2024~~2025 and ~~January 28~~February 3, ~~2023~~2024, and the results of its operations and its cash flows for the 5352 week period ended February 1, 2025, the 53 week period ended February 3, 2024, and the 52 week ~~periods~~period ended January 28, 2023 ~~and January 29~~, ~~2022,~~ in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 3 1, ~~2024~~2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit ~~Matter~~Matters

The critical audit ~~matter~~matters communicated below isare amatters ~~matter~~ arising from the current period audit of the consolidated financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that: (1) ~~relates~~relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit ~~matter~~matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matter~~matters below, providing a separate ~~opinion~~opinions on the critical audit ~~matter~~matters or on the accounts or disclosures to which itthey ~~relates~~relate.

Revenue recognition related to extended service plans

As discussed in Note 3 to the consolidated financial statements, the Company recognized revenue related to the extended service plans (ESP) of $~~505~~522.65 million, which included revenue related to lifetime ESP. Lifetime ESP revenue is recognized in proportion to when the expected costs will be incurred. To determine the amount of revenue to recognize, the Company estimates the deferral periods and patterns of future claims costs.

We identified the evaluation of revenue recognition related to lifetime ESP as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the estimated deferral periods and patterns of future claims costs used to recognize lifetime ESP revenue, which included assessing the historical claims trends by year of contract sale and estimates of future claims, because a change in these estimates could materially impact revenues. In addition, valuation professionals with specialized skills and knowledge were required to evaluate the Company’s models used to estimate the deferral periods and patterns of future claims costs.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process, including controls related to the development of assumptions used to estimate the deferral periods and patterns of future claims costs. We evaluated the historical claims trends used by the Company in estimating the future claims costs on a sample basis by selecting claims and tracing them back to the original proof of sale. We assessed the calculations used by the Company to determine lifetime ESP revenue recognized for consistency with the estimated deferral periods and patterns of future claim costs. We involved valuation professionals with specialized skills and knowledge, who assisted by evaluating the Company’s models used to develop the deferral periods and patterns of future claims costs by ~~(1)~~ developing parallel models to estimate the deferral periods and patterns of future claims costs, and ~~(2)~~ comparing the results to the Company’s estimated deferral periods and patterns of future claims costs.

Valuations of the Digital brands reporting unit and the Blue Nile trade name

As discussed in Notes 1 and 16 to the consolidated financial statements, goodwill and other indefinite-lived intangible assets, such as indefinite-lived trade names, are evaluated by the Company for impairment annually as of the end of the fourth reporting period, or more often if events or conditions were to indicate the carrying value of a reporting unit or an indefinite-lived intangible asset may be greater than its fair value. When the carrying amount of the reporting unit or other indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded. The Digital brands reporting unit goodwill and Blue Nile indefinite-lived trade name balances as of February 1, 2025, were $53.6 million and $19 million, respectively. For the fiscal year ended February 1, 2025, the Company recorded impairment charges of $272.5 million and $77 million related to the Digital brands reporting unit and Blue Nile indefinite-lived trade name, respectively.

We identified the evaluation of the fair values of the Digital brands reporting unit and the Blue Nile trade name as a critical audit matter due to the sensitivity of certain assumptions used. Subjective and challenging auditor judgment, as well as specialized skills and knowledge was required to evaluate certain assumptions used in determining the fair value of these assets. Specifically, these assumptions included the forecasted revenue growth rates, forecasted gross merchandise margins, royalty rate, as well as the company specific risk premium assumptions used to develop the discount rates. Changes to these assumptions could have a significant impact on the amount of the impairment charges.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the evaluation of the fair values used in the impairment assessment process, including controls over the development of the assumptions described above. We performed sensitivity analyses over the forecasted revenue growth rates, forecasted gross merchandise margins, royalty rate and discount rates to assess the impact of changes in these assumptions on the Company’s determination of the fair values. We evaluated the forecasted revenue growth rates and forecasted gross merchandise margins assumptions by comparing them to historical financial performance and external market and industry data. We evaluated whether these assumptions were consistent with evidence obtained in other areas of the audit. We also involved valuation professionals with specialized skills and knowledge, who assisted in:

•evaluating the company specific risk premium used to develop the discount rates by performing benchmarking analyses using publicly available data from peer companies

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•evaluating the Company’s royalty rate by determining that the selected royalty rate is supported by the Blue Nile trade name’s return on assets and royalty rates disclosed in comparable publicly available licensing agreements

•testing the estimated fair values of the Digital brands reporting unit and the Blue Nile trade name using the Company’s assumptions and comparing the results to the Company’s fair value estimates.

/s/ KPMG LLP

We have served as the Company’s auditor since 2011.

~~Cleveland~~Louisville, ~~Ohio~~Kentucky

March 2019, ~~2024~~2025

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SIGNET JEWELERS LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share amounts)	Fiscal ~~2024~~2025		Fiscal ~~2023~~2024		Fiscal ~~2022~~2023		Notes
Sales	$	7,171.1	$	7,842.1	$	7,826.0	3
Merchandise sales	$	5,958.6	$	6,429.6	$	7,135.5
Cost of sales	(4,345.7)		(4,790.0)		(4,702.0)
Service sales	745.2		741.5		706.6
Gross margin	2,825.4		3,052.1		3,124.0
Total sales	6,703.8		7,171.1		7,842.1		3
Selling, general and administrative expenses	(2,197.7)		(2,214.6)		(2,230.9)
Cost of sales	(4,078.2)		(4,345.7)		(4,790.0)
Asset impairments, net	(9.1)		(22.7)		(1.5)		16
Gross margin	2,625.6		2,825.4		3,052.1
Other operating income (expense), net	2.9		(209.9)		11.8		11
Selling, general and administrative expenses	(2,122.6)		(2,197.7)		(2,214.6)
Operating income	621.5		604.9		903.4		5
Asset impairments, net	(372.0)		(9.1)		(22.7)		14
Interest income (expense), net	18.7		(13.5)		(16.9)
Other operating (expense) income, net	(20.3)		2.9		(209.9)		21
Other non-operating expense, net	(0.4)		(140.2)		(2.1)		11
Operating income	110.7		621.5		604.9
Income before income taxes	639.8		451.2		884.4
Interest income (expense), net	9.8		18.7		(13.5)
Income taxes	170.6		(74.5)		(114.5)		10
Other non-operating income (expense), net	3.7		(0.4)		(140.2)		21
Net income	810.4		376.7		769.9
Income before income taxes	124.2		639.8		451.2
Dividends on redeemable convertible preferred shares	(34.5)		(34.5)		(34.5)		7
Income taxes	(63.0)		170.6		(74.5)		10
Net income attributable to common shareholders	$	775.9	$	342.2	$	735.4
Net income	61.2		810.4		376.7
Earnings per common share:
Dividends on redeemable convertible preferred shares	(96.8)		(34.5)		(34.5)		6, 7
Basic	$	17.28	$	7.34	$	14.01	8
Net (loss) income attributable to common shareholders	$	(35.6)	$	775.9	$	342.2
Diluted	$	15.01	$	6.64	$	12.22	8
Earnings (loss) per common share:
Basic	$	(0.81)	$	17.28	$	7.34	8
Diluted	$	(0.81)	$	15.01	$	6.64	8
Weighted average common shares outstanding:
Basic	44.91		4644.69		5246.56		8
Diluted	5444.01		5654.70		6356.07		8

The accompanying notes are an integral part of these consolidated financial statements.

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SIGNET JEWELERS LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Fiscal 2024						Fiscal 2023						Fiscal 2022
	Fiscal 2025						Fiscal 2024						Fiscal 2023
(in millions)	Pre-tax amount		Tax (expense) benefit		After-tax amount		Pre-tax amount		Tax (expense) benefit		After-tax amount		Pre-tax amount		Tax (expense) benefit		After-tax amount
Net income					$	~~810~~61.42					$	~~376~~810.74					$	~~769~~376.97
Other comprehensive income (loss):
Other comprehensive (loss) income:
Foreign currency translation adjustments	$	3(12.25)	$	—	$	3(12.25)	$	~~(24~~3.1)2	$	—	$	~~(24~~3.1)2	$	(524.41)	$	—	$	(524.41)
Available-for-sale securities:
Unrealized loss	—		—		—		~~(0.4)~~—		—		~~(0.4)~~—		(0.34)		—		(0.34)
Cash flow hedges:
Unrealized (loss) gain	(0.2)		0.1		(0.1)		1.8		(0.3)		1.5		0.6		—		0.6
Unrealized gain (loss)	0.3		(0.1)		0.2		(0.2)		0.1		(0.1)		1.8		(0.3)		1.5
Reclassification adjustment for (gains) losses to earnings	(0.5)2		(0.21)		(0.3)1		(10.75)		0.32		(10.43)		(1.07)		(0.3)		0(1.74)
Pension plan:
Actuarial loss	—		—		—		~~(0.5)~~—		~~0.1~~—		~~(0.4)~~—		(710.45)		130.51		(570.94)
Reclassification adjustment for amortization of actuarial losses to earnings	—		—		—		~~3.5~~—		~~(0.7)~~—		~~2.8~~—		23.15		(0.37)		12.8
Reclassification adjustment for amortization of net prior service costs to earnings	—		—		—		~~0.3~~—		—		~~0.3~~—		0.13		—		0.13
Reclassification adjustment for pension settlement loss to earnings	~~0.2~~—		~~(4.1)~~—		~~(3.9)~~—		~~133~~0.72		(254.31)		~~108~~(3.49)		—133.7		—(25.3)		—108.4
Total other comprehensive income (loss)	$	2.7	$	(3.8)	$	(1.1)	$	112.6	$	(25.9)	$	86.7	$	(73.3)	$	12.9	$	(60.4)
Total other comprehensive (loss) income	$	(12.0)	$	(0.2)	$	(12.2)	$	2.7	$	(3.8)	$	(1.1)	$	112.6	$	(25.9)	$	86.7
Total comprehensive income					$	~~809~~49.30					$	~~463~~809.43					$	~~709~~463.54

The accompanying notes are an integral part of these consolidated financial statements.

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SIGNET JEWELERS LIMITED

CONSOLIDATED BALANCE SHEETS

(in millions, except par value per share amount)	February 31, ~~2024~~2025		~~January~~February 283, ~~2023~~2024		Notes
Assets
Current assets:
Cash and cash equivalents	$	~~1,378~~604.70	$	1,~~166~~378.87	1
Accounts receivable	9.4		14.5		13
Inventories	1,937.3		1,936.6		12
Other current assets	202.5		165.9
Income taxes	14.3		9.4
Income taxes	9.4		9.6
Other current assets	156.6		211.9
Inventories	1,936.6		2,150.3		14
Total current assets	2,712.2		3,536.6
Total current assets	3,536.6		3,507.1
Non-current assets:
Property, plant and equipment, net	~~497~~506.75		~~586~~497.57		1513
Operating lease right-of-use assets	1,~~001~~102.84		1,~~049~~001.38		1715
Goodwill	~~754~~482.50		~~751~~754.75		1816
Intangible assets, net	~~402~~307.82		~~407~~402.48		1816
Other assets	~~319~~314.38		~~281~~319.73
Deferred tax assets	~~300~~301.5		36300.75		10
Total assets	$	65,~~813~~726.26	$	6,~~620~~813.42
Liabilities, Redeemable convertible preferred shares, and Shareholders’ equity
Current liabilities:
Current portion of long-term debt	$	~~147.7~~—	$	—147.7	2220
Accounts payable	~~735~~767.10		~~879~~735.01
Accrued expenses and other current liabilities	~~400~~366.28		~~638~~400.72		2322
Deferred revenue	362.95		~~369~~362.59		3
Operating lease liabilities	~~260~~279.39		~~288~~260.23		1715
Income taxes	6955.83		7269.78
Total current liabilities	1,~~976~~831.05		21,~~248~~976.10
Non-current liabilities:
Long-term debt	—		147.4		22
Operating lease liabilities	900.0		835.7		15
Operating lease liabilities	835.7		894.7		17
Other liabilities	85.1		96.0		23
Other liabilities	96.0		100.1		24
Deferred revenue	885.1		881.8		3
Deferred revenue	881.8		880.1		3
Deferred tax liabilities	173.1		201.7		10
Deferred tax liabilities	201.7		117.6		10
Total liabilities	3,874.8		3,991.2
Total liabilities	3,991.2		4,388.0
Commitments and contingencies					28
Redeemable Series A Convertible Preference Shares $0.01 par value: 500 shares authorized, 0.625 shares outstanding	655.5		653.8		6
Redeemable Series A Convertible Preference Shares $0.01 par value: authorized 500 shares,0 shares outstanding (2024: 0.625 shares outstanding)	—		655.5		6
Shareholders’ equity:
Common shares of $0.18 par value: authorized 500 shares, 44.2 shares outstanding (2023: 44.9 shares outstanding)	12.6		12.6		7
Common shares of $0.18 par value: authorized 500 shares, 43.2 shares outstanding (2024: 44.2 shares outstanding)	12.6		12.6		7
Additional paid-in capital	~~230~~120.71		~~259~~230.7
Other reserves	0.4		0.4
Treasury shares at cost: 25.8 shares (2023: 25.1 shares)	(1,646.9)		(1,574.7)		7
Treasury shares at cost: 26.8 shares (2024: 25.8 shares)	(1,749.3)		(1,646.9)		7
Retained earnings	3,~~835~~745.05		3,~~144~~835.80
Accumulated other comprehensive loss	(~~265~~277.35)		(~~264~~265.23)		9
Total shareholders’ equity	21,~~166~~851.58		12,~~578~~166.65
Total liabilities, redeemable convertible preferred shares and shareholders’ equity	$	65,~~813~~726.26	$	6,~~620~~813.42

The accompanying notes are an integral part of these consolidated financial statements.

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