SIGNET JEWELERS LTD (SIG)

CIK: 0000832988. SIC: 5944 Retail-Jewelry Stores. Latest 10-K as of: 2026-03-19.

SIC breadcrumb: Retail Trade > Miscellaneous Retail > SIC 5944 Retail-Jewelry Stores

SEC company page: https://www.sec.gov/edgar/browse/?CIK=832988. Latest filing source: 0000832988-26-000055.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-19. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000832988.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-02. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000832988.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000832988-26-000159.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-06-02. Report date: 2026-05-02.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis in this Item 2 is intended to provide the reader with information that will assist in understanding the significant factors affecting the Company’s condensed consolidated operating results, financial condition, liquidity and capital resources. This discussion should be read in conjunction with our condensed consolidated financial statements and the notes to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q, as well as the financial and other information included in Signet’s Fiscal 2026 Annual Report on Form 10-K filed with the SEC on March 19, 2026.

This management's discussion and analysis provides comparisons of material changes in the condensed consolidated financial statements for the 13 weeks ended May 2, 2026 and May 3, 2025.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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,” “progress,” “strategy,” “target,” or “will” 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: executing or optimizing 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; attracting and retaining key executive talent during periods of leadership transition, such as the recent changes in our senior leadership from the reorganization under our Grow Brand Love strategy; the failure to adequately mitigate 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; impacts of US government shutdowns on consumer spending; difficulty or delay in executing or integrating an acquisition; the impact of the conflicts in the Middle East on financial markets and consumer spending, such as from the impact of higher oil and gas prices, as well as on our 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; risks relating to shifts in consumer spending away from the jewelry category or away from the cultural customs of expressing commitments through engagements and weddings; trends toward more experiential purchases such as travel; general economic or market conditions, including impacts of inflation or other pricing environment factors on our merchandise costs 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; 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 the Company’s 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 issued in the state of California; 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 conflicts in the Middle East, the potential sale or divestiture of the De Beers Diamond Company and its natural diamond mining operations by parent company Anglo-American plc, and the ongoing Russia-Ukraine conflict or related sanctions; stakeholder reactions to disclosure regarding the source and use of certain minerals; scrutiny or detention of goods produced in certain 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 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; 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 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 effectively monitoring 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; 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 brands; inadequacy in and disruptions to internal controls and systems, including related to the migration to new information technology systems which impact

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financial reporting; risks associated with the Company’s and its third-party service providers’ 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, assessments or penalties levied by tax authorities, 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 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 domiciled in Bermuda; 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 conflicts in the Middle 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” and “Forward-Looking Statements” sections of Signet’s Fiscal 2026 Annual Report on Form 10-K filed with the SEC on March 19, 2026, and quarterly reports on Form 10-Q and the “Safe Harbor Statements” in current reports on Form 8-K filed with the SEC. Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

OVERVIEW

Signet Jewelers Limited (“Signet” or the “Company”) is a specialty jewelry retailer incorporated in Bermuda. The Company operated 2,559 retail locations as of May 2, 2026, which when combined with the Company’s digital capabilities, 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 seven brands, with the majority operating through both online and brick and mortar retail operations. As previously announced, the James Allen brand transitioned to a proprietary collection within the Blue Nile website during May 2026. The segment had 2,217 locations in the US and 91 locations in Canada as of May 2, 2026.

◦In the US, the segment primarily operates under the following brands: Kay (Kay Jewelers and Kay Outlet); Zales (Zales Jewelers and Zales Outlet); Jared (Jared Jewelers and Jared Vault); Blue Nile; Diamonds Direct; and Banter by Piercing Pagoda.

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

•The International reportable segment had 251 locations in the UK and Republic of Ireland as of May 2, 2026, and maintains an online retail presence for its 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 diamond polishing factory in Botswana. See Note 4 of Item 1 for additional information regarding the Company’s reportable segments and see Item 1 of Signet’s Fiscal 2026 Annual Report on Form 10-K for further background and description of the Company’s business.

Grow Brand Love strat

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-03-19. Report date: 2026-01-31.

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

The discussion and analysis in this Item 7 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 2026 and Fiscal 2025. For a comparison of Fiscal 2025 and Fiscal 2024, refer to Item 7 included in our Annual Report on Form 10-K for the year ended February 1, 2025 filed with the SEC on March 19, 2025.

OVERVIEW

Overall performance

Signet’s total sales decreased by 0.3% during the fourth quarter of Fiscal 2026 compared to the same period in Fiscal 2025. The Company saw same store sales decline of 0.7% during the quarter, with low single-digit declines in bridal and fashion, while services grew mid-single-digits in the North America segment compared to prior year quarter on the strength of the extended service plan offerings. Despite the overall decline in the quarter, we delivered positive performance during the 10 peak selling days of the Holiday Season, which continued for the balance of fourth quarter. Merchandise average unit retail (“AUR”) increased overall and in all categories, which offset an overall decline in units period over period. During the fourth quarter of Fiscal 2026, AUR was up 5.6% in the North America reportable segment and up 4.0% in the International reportable segment compared to the fourth quarter of Fiscal 2025. AUR in North America was bolstered by a focus on our assortment strategy, particularly in LGD fashion, as well as the impact of higher gold prices. Same store sales in the International reportable segment were up 2.1% in the fourth quarter.

Refer to the “Results of Operations” section below for additional information on performance during Fiscal 2026.

Grow Brand Love strategy

In Fiscal 2026, the Company launched its transformative Grow Brand Love strategy, which focuses on driving sustainable growth and builds on a strong core foundation to create shareholder value. In addition, this strategy emphasizes style and product innovation, captivating customer experiences, and brand loyalty while harnessing centralized core capabilities. In Fiscal 2027, we will be applying the learnings from year one to refine each of the strategy’s imperatives. The three strategic imperatives of the Grow Brand Love framework have evolved into: shaping distinct and coveted brands; unlocking portfolio value; and strengthening our operating model.

See the Purpose & Strategy section within Item 1 of this Annual Report on Form 10-K for additional information.

Fiscal 2027 Outlook

The Company anticipates same store sales in the range of down 1.25% to up 2.5% for Fiscal 2027. This range is driven by the positive momentum and traction going into Fiscal 2027 in our core brands, while allowing for flexibility in consumer spending. The Company has also excluded the Digital brands from this estimate of same store sales beginning in the second quarter of Fiscal 2027, following the transition and repositioning of the James Allen brand into Blue Nile. The Company believes that it can build on its imperatives under the Grow Brand Love strategy in year two by shaping distinct and coveted brands, unlocking additional portfolio model and optimizing the operating model. The Company is sharpening its go-to-market strategy for each of its three largest brands, and we will be taking actions to improve the customer experience, both in-store and online. This includes accelerating our store renovation schedule to ensure brand relevance and consistency as we implement relevant marketing campaigns to enhance the shopping experience. The Company’s online focus will be on storytelling and curation for customers, with marketing spend targeted at fueling engagement in channels that customers interact with the most.

The Company continues to closely monitor ongoing activities related to changes to US economic policy, including impacts from both taxes and tariffs. The second quarter of Fiscal 2026 saw significant activity on new tariff announcements on countries such as India and Italy, where the Company purchases significant amounts of merchandise and diamonds. We believe that we are now able to mitigate the majority of the higher tariffs through strategic sourcing initiatives by working with vendors to maximize production timing and country of origin, as well as by value engineering merchandise at the right price points. The Company believes that its well-balanced assortment and promotional cadence for the Holiday Season discussed above will continue to mitigate the impacts of the tariff environment and higher gold prices. In February 2026, the US Supreme Court struck down certain tariffs implemented in April 2025 under the International Emergency Economic Powers Act (“IEEPA”). Management has not currently forecasted any impacts from the recent ruling, including potential refunds of tariffs paid under IEEPA or alternative tariff structures that may be implemented by the current administration, as the timing and amount of such impacts remain highly uncertain.

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The Company also continues to evaluate other macroeconomic factors on its business, such as inflation and potential impacts of the conflicts in the Middle East. As previously discussed, 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 on lab-grown diamonds, impacts of the US government shut down on consumer spending, continued inflationary impacts (including, but not limited to, materials, labor, fulfillment and advertising costs), 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, and organized retail crime and its impact to mall traffic. See “Forward-Looking Statements” above as well as the “Risk Factors” section within Item 1A.

Market and operating conditions

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

RESULTS OF OPERATIONS

Fiscal 2026 Overview

Similar to many other retailers, Signet follows the retail 4-4-5 reporting calendar. Both Fiscal 2026 and Fiscal 2025 were 52-week reporting periods.

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 is calculated by comparison of sales in stores that were open in both the current and the prior fiscal year, excluding the impacts of changes in foreign exchanges rates, as further described below. 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.

E-commerce sales include all sales with customers that originate online, including direct to customer, ship to store, and BOPIS. E-commerce 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 e-commerce sales from the same store sales calculation described above.

In a 53-week reporting period, the 14th week in the fourth quarter and 53rd week for the full year are excluded from same store sales in the fiscal year in which they occur. 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.

Foreign currency impact on sales

The Company provides the year-over-year change in total sales excluding the impact of foreign currency fluctuations, which is a non-GAAP measure, to provide transparency to performance and enhance investor’s 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.

Merchandise average unit retail (“AUR”)

AUR is defined as merchandise product sales on a constant currency basis, net of discounts and promotions, divided by merchandise units. AUR is measured each period based on reported sales for the corresponding period presented.

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Cost of sales and gross margin

Cost of sales consists primarily of the following expense categories:

•Merchandise costs, net of discounts and allowances;

•Cost of services, including the cost of replacement components, repair supplies and related compensation and benefits for employees directly associated with performing the service;

•Store operating and occupancy costs such as rent, utilities, real estate taxes, repairs and maintenance (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 (including the underlying costs of diamond, gold and other precious metals and gemstones), 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.

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 is mostly composed of store staff and store administrative costs as well as advertising and promotional costs. SG&A also includes centralized administrative expenses such as information technology, credit costs and other administrative operating expenses 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 income.

The level of advertising expenditures can vary year over year. In order to evolve its marketing allocations based on consumer habits, business needs, and maximize return on its advertising investments, the Company primarily focuses its spend on digital and social marketing, supplemented by advertising on premium video across both linear and streaming platforms.

Other operating (expense) income, net

Other operating (expense) income, net primarily consists of miscellaneous operating income and expense items such as litigation settlements, restructuring charges, gains or losses on the sale of assets (including divestitures), foreign currency gains and losses, and gains and losses from undesignated derivative contracts. See Note 21 of Item 8 for further detail on the Company’s other operating (expense) income, net.

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Comparison of Fiscal 2026 to Prior Year

Fiscal 2026

Fiscal 2025

(in millions, except per share amounts)

$

 % of total sales

$

 % of total sales

Merchandise sales

$

6,010.1 

88.2 

%

$

5,958.6 

88.9 

%

Service sales

803.5 

11.8 

745.2 

11.1 

Total sales

6,813.6 

100.0 

6,703.8 

100.0 

Cost of sales

(4,119.0)

(60.5)

(4,078.2)

(60.8)

Gross margin

2,694.6 

39.5 

2,625.6 

39.2 

Selling, general and administrative expenses

(2,173.2)

(31.9)

(2,122.6)

(31.7)

Asset impairments, net

(91.6)

(1.3)

(372.0)

(5.5)

Other operating expense, net

(36.7)

(0.5)

(20.3)

(0.3)

Operating income

393.1 

5.8 

110.7 

1.7 

Interest income, net

4.0 

0.1 

9.8 

0.1 

Other non-operating income, net

1.0 

— 

3.7 

0.1 

Income before income taxes

398.1 

5.8 

124.2 

1.9 

Income taxes

(103.7)

(1.5)

(63.0)

(0.9)

Net income

294.4 

4.3 

61.2 

0.9 

Dividends on redeemable convertible preferred shares

— 

— 

(96.8)

(1.4)

Net income (loss) attributable to common shareholders

$

294.4 

4.3 

%

$

(35.6)

(0.5)

%

Diluted earnings (loss) per share

$

7.08 

nm

$

(0.81)

nm

nm    Not meaningful.

Sales

Signet’s total sales increased 1.6% to $6.81 billion compared to $6.70 billion in the prior year. Same store sales increased 1.3%, compared to a decrease of 3.4% in the prior year. These increases were primarily driven by filling merchandise assortment gaps at key price points both in fashion and in bridal, particularly in the largest brands, which led to higher AUR compared to the prior year. Services also continued to grow year over year, increasing approximately $58 million compared to the prior year, primarily due to higher extended service plan attachment rates. These increases were unfavorably impacted by same store sales declines in the James Allen and Diamonds Direct brands in the current year compared to the prior year.

E-commerce sales were $1.49 billion in Fiscal 2026, down $36.0 million or 2.4%, compared to $1.52 billion in the prior year. E-commerce sales accounted for 21.8% of total sales, down slightly from 22.7% of total sales in the prior year. The decrease in total e-commerce sales was driven by the underperformance in the James Allen brand noted above. Brick and mortar same store sales increased 2.3% from the prior period.

The breakdown of Fiscal 2026 sales performance by reportable segment is set out in the table below:

Change from previous year

Same store

sales

Non-same

store sales,

net

Total sales 

at constant

exchange rate

Exchange

translation

impact

Total sales

as reported

Total

reported sales

(in millions)

North America reportable segment

1.2 

%

(0.2)

%

1.0 

%

— 

%

1.0 

%

$

6,363.6 

International reportable segment

2.6 

%

2.7 

%

5.3 

%

4.7 

%

10.0 

%

$

410.4 

Other reportable segment (1)

nm

nm

nm

nm

nm

$

39.6 

Signet

1.3 

%

0.1 

%

1.4 

%

0.2 

%

1.6 

%

$

6,813.6 

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

nm    Not meaningful.

North America sales

The North America reportable segment’s total sales were $6.36 billion in Fiscal 2026 compared to $6.30 billion in the prior year, up 1.0%. Same store sales increased 1.2% compared to a decrease of 3.6% in the prior year. These increases reflect the focus on the largest brands in both bridal and fashion, an enhanced assortment strategy, as well as continued growth in services. The improved assortment across the bridal and fashion categories drove strong AUR growth of 7.6% compared to the prior year. The number of units sold decreased 6.9%, primarily driven by unit decrease in the Banter brand. The overall increase for the year was negatively impacted by the underperformance of the James Allen and Diamonds Direct brands as noted above.

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International sales

The International reportable segment’s total sales increased 10.0% during Fiscal 2026, or 5.3% at constant exchange rates, to $410.4 million compared to $373.2 million in the prior year. The number of units decreased 2.8% and AUR increased 4.2% over prior year. Same store sales increased 2.6% compared to a decrease of 0.5% in the prior year. Reported sales were favorably impacted by a change in estimate in the product protection plan commissions revenue recognized of approximately $15 million, as further discussed in Note 3 of Item 8.

Gross margin

Gross margin for Fiscal 2026 was $2.7 billion or 39.5% of sales compared to $2.6 billion or 39.2% of sales in Fiscal 2025. The increase in overall gross margin in both total dollars and as a percentage of sales for Fiscal 2026 reflects a slight increase in merchandise margins year over year, driven by higher AUR in fashion and bridal, growth in services and refined pricing and assortment strategies, all while navigating pressure from tariffs and notable increases in gold prices. Improved leverage from occupancy and efficiencies in inventory management, including accelerating scrap recovery to take advantage of higher gold prices, also continued to favorably impact overall gross margin.

Selling, general and administrative expenses

SG&A for Fiscal 2026 was $2.17 billion or 31.9% of sales compared to $2.12 billion or 31.7% of sales in Fiscal 2025. The increase in SG&A in dollars and as a percentage of sales was primarily driven higher incentive compensation, store labor costs and change management costs for the reorganization, partially offset by savings under the Grow Brand Love initiatives and disciplined expense management.

Asset impairments, net

During Fiscal 2026, the Company recorded non-cash, pre-tax asset impairments related to the impairment of long-lived assets and intangible assets of $91.6 million, of which $74.6 million was related to the impairment of the goodwill and indefinite-lived trade names, primarily related to the Digital brands, and $17.0 million related to the impairment of long-lived assets and cloud computing arrangements. During Fiscal 2025, the Company recorded non-cash, pre-tax asset impairments related to the impairment of long-lived assets and intangible assets of $372.0 million, of which $366.5 million 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. See Note 14 of Item 8 for additional information on the asset impairments.

Other operating (expense) income, net

In Fiscal 2026, other operating expense was $36.7 million compared to expense of $20.3 million in Fiscal 2025. Fiscal 2026 was primarily driven by restructuring and related charges of $26.5 million related to actions under the Company’s Grow Brand Love strategy. Fiscal 2025 was primarily driven by restructuring and related charges of $11.5 million. See Note 21 and Note 25 of Item 8 for additional information.

Operating income

In Fiscal 2026, operating income was $393.1 million or 5.8% of sales compared to $110.7 million or 1.7% of sales in Fiscal 2025. The increase in operating income was primarily driven by lower goodwill and indefinite-lived intangible asset impairment charges taken in the current year and stronger sales performance, partially offset by higher SG&A and restructuring costs.

North America operating income

In Fiscal 2026, operating income in the North America reportable segment was $452.6 million, or 7.1% of segment sales, and includes $91.6 million of asset impairment charges primarily related to goodwill and indefinite-lived intangible assets and $16.4 million of restructuring and related charges. In Fiscal 2025, operating income in the North America reportable segment was $173.7 million, or 2.8% of segment sales, and included $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.

International operating income

In Fiscal 2026, operating income in the International reportable segment was $16.3 million, or 4.0% of segment sales, and includes approximately $15 million related to increased product protection plan commission revenue noted above, $4.1 million of losses from the previously announced divestiture of the UK prestige watch business and $0.5 million of restructuring and related charges. In Fiscal 2025, operating income in the International reportable segment was $1.0 million, or 0.3% of segment sales, and included $5.2 million of restructuring and related charges and $2.6 million of net losses from the divestiture of the UK prestige watch business.

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Corporate and unallocated expenses

In Fiscal 2026, corporate and unallocated expenses were $70.0 million, compared to $53.2 million in Fiscal 2025. The increase was driven primarily by higher incentive compensation year over year discussed above. The Company incurred $9.6 million of restructuring and related charges in Fiscal 2026 and $6.7 million of leadership transition costs in Fiscal 2025.

Interest income, net

In Fiscal 2026, net interest income was $4.0 million compared to net interest income of $9.8 million in Fiscal 2025. The decrease in net interest income was primarily the result of lower cash balances earning interest due to common share repurchases and cash used during Fiscal 2025 for the redemptions of the redeemable Series A Convertible Preference Shares (the “Preferred Shares”) and repayment of the Senior Notes. Signet had no outstanding debt in Fiscal 2026.

Income taxes

Signet and its Bermuda domiciled subsidiaries were not subject to income tax in Bermuda prior to Fiscal 2026. On December 27, 2023, Bermuda enacted a 15% corporate income tax that became effective for the Company in Fiscal 2026. The legislation includes a provision referred to as the economic transition adjustment (“ETA”) which was intended to provide a fair and equitable transition into the tax regime. The ETA allows companies to establish tax basis in the assets and liabilities at fair value as of September 30, 2023, excluding goodwill, of any entity subject to the tax. As a result of this provision, the Company recorded a $263.3 million deferred tax asset in the fourth quarter of Fiscal 2024 related to the tax basis of certain intangible assets, which it expects to utilize to reduce future cash taxes paid in Bermuda over approximately a 10-year period beginning in Fiscal 2026. The Organisation for Economic Co-operation and Development (“OECD”) issued guidance which would limit the cash benefit recognized under the OECD’s Pillar Two related to the $263.3 million deferred tax asset to the amortization recognized in the first two years of the 10-year period, or approximately $52.7 million.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted in the US. The Act includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of tax treatment for certain business provisions. Upon enactment during Fiscal 2026, the Act did not have any material impact on the Company’s Fiscal 2026 effective tax rate, consolidated financial condition or results of operations.

Income tax expense for Fiscal 2026 was $103.7 million, with an effective tax rate (“ETR”) of 26.0%, compared to income tax expense of $63.0 million, with an effective tax rate of 50.7% in Fiscal 2025. The ETR for the current year was higher than the Bermuda corporate income tax rate primarily as a result of the unfavorable impact of foreign rate differences (primarily in the US) and unfavorable discrete tax items recognized, including non-deductible goodwill impairment charges of $53.6 million. The ETR in the prior year comparable period 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.

Refer to Note 10 of Item 8 for additional information.

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.

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 to understand the total indebtedness of the Company after consideration of cash balances on-hand.

(in millions)

January 31, 2026

February 1, 2025

February 3, 2024

Cash and cash equivalents

$

874.8 

$

604.0 

$

1,378.7 

Less: Current portion of long-term debt

— 

— 

(147.7)

Net cash

$

874.8 

$

604.0 

$

1,231.0 

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2. Free cash flow

Free cash flow is a non-GAAP measure defined as the net cash provided by operating activities less capital 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. Free cash flow is an indicator frequently used by management to evaluate its overall liquidity needs and determine appropriate capital allocation strategies. Free cash flow does not represent the residual cash flow available for discretionary purposes.

(in millions)

Fiscal 2026

Fiscal 2025

Fiscal 2024

Net cash provided by operating activities

$

678.8 

$

590.9 

$

546.9 

Capital expenditures

(153.5)

(153.0)

(125.5)

Free cash flow

$

525.3 

$

437.9 

$

421.4 

3. Earnings before interest, income taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA and adjusted EBITDAR

EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization. EBITDA is an important indicator of operating performance as it excludes the effects of financing and investing activities by eliminating the effects of interest, income taxes, depreciation and amortization costs. Adjusted EBITDA is a non-GAAP measure, defined as earnings before interest, income taxes, depreciation and amortization, share-based compensation expense, non-operating expense, net and certain non-GAAP accounting adjustments. Adjusted EBITDAR takes this adjusted EBITDA and further excludes minimum fixed rent expense for properties occupied under operating leases. Reviewed in conjunction with net income and operating income, management believes that EBITDA, adjusted EBITDA and adjusted EBITDAR help enhance management’s and investors’ ability to evaluate and analyze trends regarding Signet’s business and performance based on its current operations. These measures are also inputs into the Company’s leverage ratios, which are non-GAAP measures defined below.

(in millions)

Fiscal 2026

Fiscal 2025

Fiscal 2024

Net income

$

294.4 

$

61.2 

$

810.4 

Income taxes

103.7 

63.0 

(170.6)

Interest income, net

(4.0)

(9.8)

(18.7)

Depreciation and amortization

147.5 

148.2 

161.9 

Amortization of unfavorable contracts

(1.8)

(1.8)

(1.8)

EBITDA

$

539.8 

$

260.8 

$

781.2 

Other non-operating (income) expense, net

(1.0)

(3.7)

0.4 

Share-based compensation

26.9 

22.2 

41.1 

Other accounting adjustments

Asset impairments (1)

91.3 

369.2 

7.1 

Restructuring and related charges (2)

26.1 

12.1 

7.5 

Loss (gain) on divestitures, net (3)

4.1 

2.6 

(12.3)

Integration-related expenses (4)

— 

1.1 

22.0 

Leadership transition costs (5)

— 

1.8 

— 

Litigation charges (6)

— 

— 

(3.0)

Adjusted EBITDA

$

687.2 

$

666.1 

$

844.0 

Rent expense

429.0 

434.3 

439.8 

Adjusted EBITDAR

$

1,116.2 

$

1,100.4 

$

1,283.8 

(1)    Fiscal 2026 and Fiscal 2025 asset impairment charges related primarily to goodwill and indefinite-lived intangible assets. Fiscal 2024 charges were primarily the result of the Company’s rationalization of its store footprint. Refer to Note 14 and Note 16 of Item 8 for additional information.

(2)    Fiscal 2026 restructuring and related charges were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Fiscal 2025 and Fiscal 2024 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 2026 and 2025 includes charges associated with the previously announced divestiture of the UK prestige watch business. Fiscal 2024 includes gain on sale of certain retail operations of the UK prestige watch business, net of transaction costs. Refer to Note 4 of Item 8 for additional information.

(4)    Primarily includes severance and retention, exit and disposal costs and system decommissioning costs related to the integration of Blue Nile.

(5)    Primarily includes professional fees incurred for the search for the Company’s 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.

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4. Adjusted operating income and adjusted operating margin

Adjusted operating income is a non-GAAP measure defined as operating income 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 performance of the business without the impact of these certain items. Management believes the consideration of measures that exclude such items can assist in the comparison of operational performance in different periods which may or may not include such items. Management also utilizes adjusted operating margin, defined as adjusted operating income as a percentage of total sales, to further evaluate the effectiveness and efficiency of the Company’s flexible operating model.

(in millions)

Fiscal 2026

Fiscal 2025

Fiscal 2024

Operating income

$

393.1

$

110.7

$

621.5

Asset impairments (1)

91.3

369.2

7.1

Restructuring and related charges (2)

26.5

12.1

7.5

Loss (gain) on divestitures, net (3)

4.1

2.6

(12.3)

Integration-related expenses (4)

—

1.1

22.0

Leadership transition costs (5)

—

2.4

—

Litigation charges (6)

—

—

(3.0)

Adjusted operating income

$

515.0

$

498.1

$

642.8

Operating margin

5.8 

%

1.7 

%

8.7 

%

Adjusted operating margin

7.6 

%

7.4 

%

9.0 

%

(1)    Fiscal 2026 and Fiscal 2025 asset impairment charges related primarily to goodwill and indefinite-lived intangible assets. Fiscal 2024 charges were primarily the result of the Company’s rationalization of its store footprint. Refer to Note 14 and Note 16 of Item 8 for additional information.

(2)     Fiscal 2026 restructuring and related charges were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Fiscal 2025 and Fiscal 2024 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 2026 and 2025 includes charges associated with the previously announced divestiture of the UK prestige watch business. Fiscal 2024 includes gain on sale of certain retail operations of the UK prestige watch business, net of transaction costs. Refer to Note 4 of Item 8 for additional information.

(4)    Primarily includes severance and retention, exit and disposal costs and system decommissioning costs related to the integration of Blue Nile.

(5)    Primarily includes professional fees incurred for the search for the Company’s 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.

5. Adjusted diluted earnings (loss) per share (“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 2026

Fiscal 2025

Fiscal 2024

Diluted EPS

$

7.08 

$

(0.81)

$

15.01 

Asset impairments (1)

2.19 

8.39 

0.13 

Restructuring and related charges (2)

0.64 

0.27 

0.14 

Loss (gain) on divestitures, net (3)

0.10 

0.06 

(0.22)

Integration-related expenses (4)

— 

0.02 

0.41 

Leadership transition costs (5)

— 

0.05 

— 

Litigation charges (6)

— 

— 

(0.06)

Pension settlement loss (7)

— 

— 

0.02 

Tax impact of items above

(0.41)

(0.66)

(0.18)

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

$

9.60 

$

8.94 

$

10.37 

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(1)    Fiscal 2026 and Fiscal 2025 asset impairment charges related primarily to goodwill and indefinite-lived intangible assets. Fiscal 2024 charges were primarily the result of the Company’s rationalization of its store footprint. Refer to Note 14 and Note 16 of Item 8 for additional information.

(2)     Fiscal 2026 restructuring and related charges were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Fiscal 2025 and Fiscal 2024 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 2026 and 2025 includes charges associated with the previously announced divestiture of the UK prestige watch business. Fiscal 2024 includes gain on sale of certain retail operations of the UK prestige watch business, net of transaction costs. Refer to Note 4 of Item 8 for additional information.

(4)    Primarily includes severance and retention, exit and disposal costs and system decommissioning costs related to the integration of Blue Nile.

(5)    Primarily includes professional fees incurred for the search for the Company’s 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.

(7)     Includes charges associated with wind-up and settlement of the UK pension plan.

(8)    As described in Note 6 of Item 8, the Company recorded a deemed dividend to net income (loss) attributable to common shareholders of $85.2 million in Fiscal 2025, which represents the excess of the conversion value of the Preferred Shares over their carrying value upon redemption and includes $1.6 million of related 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.

6. 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.

(in millions)

Fiscal 2026

Fiscal 2025

Fiscal 2024

Debt and net debt:

Current portion of long-term debt

$

— 

$

— 

$

147.7 

Preferred Shares

— 

— 

655.5 

Debt

$

— 

$

— 

$

803.2 

Less: Cash and cash equivalents

874.8 

604.0 

1,378.7 

Net debt

$

(874.8)

$

(604.0)

$

(575.5)

Adjusted EBITDA

$

687.2 

$

666.1 

$

844.0 

Debt leverage ratio

—x

—x

1.0x

Net debt leverage ratio

-1.3x

-0.9x

-0.7x

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(in millions)

Fiscal 2026

Fiscal 2025

Fiscal 2024

Adjusted debt and adjusted net debt:

Current portion of long-term debt

$

— 

$

— 

$

147.7 

Preferred Shares

— 

— 

655.5 

Operating lease liabilities - current

286.9 

279.9 

260.3 

Operating lease liabilities - non-current

930.4 

900.0 

835.7 

Adjusted debt

$

1,217.3 

$

1,179.9 

$

1,899.2 

Less: Cash and cash equivalents

874.8 

604.0 

1,378.7 

Adjusted net debt

$

342.5 

$

575.9 

$

520.5 

Adjusted EBITDAR

$

1,116.2 

$

1,100.4 

$

1,283.8 

Adjusted debt leverage ratio

1.1x

1.1x

1.5x

Adjusted net debt leverage ratio

0.3x

0.5x

0.4x

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”). As of January 31, 2026, the Company had $874.8 million of cash and cash equivalents and no outstanding borrowings on the ABL. The available borrowing capacity on the ABL was $1.2 billion as of January 31, 2026.

The Company maintains a disciplined approach to capital allocation, utilizing the following priorities: 1) Invest in organic growth; 2) maintain a conservative balance sheet; and 3) return capital to shareholders through share repurchases and dividends.

Invest in organic growth

The strategic imperatives of the Company’s Grow Brand Love transformation strategy have been designed to drive sustainable growth by building on a strong core foundation to create shareholder value and coveted brands. In order to achieve these goals, the Company has reorganized strategic areas of our business such as marketing and sourcing to streamline operations, increase efficiencies, improve accountability and reduce costs. This reorganization has already begun to enable our go-to-market strategies and contribute towards our efforts to strengthen our brand portfolio, and builds a strong foundation as we go into year two of Grow Brand Love to take actions to improve the customer experience and further transform our approach to marketing. We are also continuing to optimize our real estate footprint to support the positioning of our brands and modernizing our stores through capital improvements. These real estate initiatives will include the closure of underperforming stores, repositioning stores out of declining venues, renovation of stores and an increased focus on transference from closed locations to capitalize on brand equity across the portfolio. The Company invested $153.5 million for capital expenditures and $41.5 million related to investments in digital and cloud information technology initiatives in Fiscal 2026.

Maintain conservative balance sheet

The Company has no outstanding debt after fully repaying the Senior Notes at maturity in the second quarter of Fiscal 2025 using cash on hand. In addition, in Fiscal 2025, the Company completed the extension of the ABL to August 2029 at substantially the same terms, as further described in Note 20 of Item 8. In connection with this extension, the ABL aggregate commitment was 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 of Fiscal 2025, 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 2026, and was 0.3x on an adjusted net debt basis. Net debt to adjusted EBITDA was (1.3)x.

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Returning capital to shareholders

The Company remains committed to its goal of returning capital to shareholders, which includes being a dividend growth company. For the fifth year in a row, Signet has increased its quarterly common dividend from $0.32 per share in Fiscal 2026 to $0.35 per share beginning in Fiscal 2027. The Company also remains focused on common share repurchases under its 2017 Share Repurchase Program. The Company repurchased $205.2 million of common shares during Fiscal 2026, with $517.9 million of shares authorized for repurchase remaining as of January 31, 2026. 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 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), 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:

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

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

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. 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 to five 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 2026 and Fiscal 2025:

(in millions)

Fiscal 2026

Fiscal 2025

Net cash provided by operating activities

$

678.8 

$

590.9 

Net cash used in investing activities

(157.5)

(159.1)

Net cash used in financing activities

(264.8)

(1,199.5)

Increase (decrease) in cash and cash equivalents

256.5 

(767.7)

Cash and cash equivalents at beginning of period

604.0 

1,378.7 

Increase (decrease) in cash and cash equivalents

256.5 

(767.7)

Effect of exchange rate changes on cash and cash equivalents

14.3 

(7.0)

Cash and cash equivalents at end of period

$

874.8 

$

604.0 

Operating activities

Net cash provided by operating activities in Fiscal 2026 was $678.8 million compared to $590.9 million in the prior year comparable period. The change in operating cash flows compared to prior year was primarily driven by better working capital efficiency in the current year period. The significant movements in operating cash flows are further described below:

•Net income was $294.4 million compared to net income of $61.2 million in the prior year period, an increase of $233.2 million. This increase was primarily the result of higher gross profit in the current year period and non-cash asset impairment charges of $372.0 million recorded in the prior year period, partially offset by non-cash asset impairment charges of $91.6 million and restructuring and related charges of $26.5 million recorded in Fiscal 2026. See Note 14 and Note 25 of Item 8 for additional information.

•Cash flows were favorably impacted by lower overall year-over-year net income tax payments of $77.8 million, compared to net cash payments of $115.5 million in the prior year period. Refer to Note 10 of Item 8 for additional information.

•Cash provided by inventory was $23.2 million compared to a source of $1.0 million in the prior year period. Inventory was relatively flat compared to the prior year. The increases in gold prices and higher tariffs were offset by improved inventory management by the Company, including initiatives such as the acceleration of scrap to take advantage of higher gold prices.

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•Cash provided by accounts payable was $5.4 million compared to a source of $28.7 million in the prior year period. Accounts payable balances were relatively consistent in Fiscal 2026. The Fiscal 2025 source was primarily a result of replenishment of inventory.

•Cash provided by accrued expenses and other liabilities was $14.7 million compared to a use of $31.2 million in the prior year period. The difference compared to the prior year period is primarily due to higher accrued incentive compensation in Fiscal 2026 and timing of advertising payments in the prior year.

Investing activities

Net cash used in investing activities in Fiscal 2026 was $157.5 million compared to a use of $159.1 million in the prior year period. Cash used in Fiscal 2026 was primarily related to capital expenditures of $153.5 million, compared to $153.0 million in Fiscal 2025. Capital expenditures are associated with new stores, remodels of existing stores, and capital investments in digital and information technology.

Stores opened and closed in Fiscal 2026:

February 1, 2025

Openings

Closures

January 31, 2026

North America segment (1)

2,379 

14 

(64)

2,329 

International segment (1)

263 

— 

(10)

253 

Signet

2,642 

14 

(74)

2,582 

(1)    The net change in selling square footage for Fiscal 2026 for the North America and International segments was (0.9)% and (2.9)%, respectively.

Financing activities

Net cash used in financing activities in Fiscal 2026 was $264.8 million, consisting of the repurchase of $205.2 million of common shares, common share dividends paid of $51.9 million and payments for withholding taxes related to the settlement of the Company’s share-based compensation awards of $7.7 million.

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, the repurchase of $138.0 million of common shares, preferred and common share dividends paid of $67.1 million, and payments for withholding taxes related to the settlement of the Company’s share-based compensation awards of $28.5 million.

Movement in cash and indebtedness

Cash and cash equivalents at January 31, 2026 were $874.8 million compared to $604.0 million as of February 1, 2025. The increase year over year was primarily driven by cash flow from operations described above, resulting from stronger performance and working capital efficiency during the past year, offset partially by common share repurchases and capital expenditures. Signet holds cash and cash equivalents at a number of large, highly-rated financial institutions. The amount held at each financial institution takes into account the credit rating and size of the financial institution and is held for short-term durations.

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.

The Company had no outstanding debt as of January 31, 2026, nor were there any borrowings on the ABL during Fiscal 2026. The Company had stand-by letters of credit on the ABL of $16.0 million as of January 31, 2026 that reduced remaining borrowing availability. Available borrowing capacity under the ABL was $1.2 billion as of January 31, 2026.

In the prior year comparable period, there were $253.0 million of borrowings under the ABL, which were fully repaid by the end of the year. 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.

As of January 31, 2026 and February 1, 2025, the Company was in compliance with all debt covenants.

Capital availability

Signet’s level of borrowings and cash balances fluctuate during the year reflecting the seasonality of its cash flow requirements and business performance. Management believes that cash balances and the availability under the ABL are sufficient for both its present

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and near-term requirements. The following table provides a summary of these items as of January 31, 2026, February 1, 2025 and February 3, 2024:

(in millions)

January 31, 2026

February 1, 2025

February 3, 2024

Working capital (1)

$

1,134.7 

$

880.7 

$

1,560.6 

Capitalization:

Current portion of long-term debt

$

— 

$

— 

$

147.7 

Preferred Shares

— 

— 

655.5 

Shareholders’ equity

1,966.2 

1,851.8 

2,166.5 

Total capitalization

$

1,966.2 

$

1,851.8 

$

2,969.7 

Additional amounts available under credit agreements

$

1,171.7 

$

1,162.4 

$

1,134.2 

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

If the excess availability under the ABL falls below the threshold specified in the ABL agreement, the Company will be required to maintain a fixed charge coverage ratio of not less than 1.00 to 1.00. As of January 31, 2026, the threshold related to the fixed coverage ratio was approximately $114 million. The ABL 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 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 would permit the lenders to accelerate the indebtedness and terminate the ABL.

Credit ratings

The following table provides Signet’s credit ratings as of January 31, 2026:

Rating Agency

Corporate

Standard & Poor’s

BB

Moody’s

Ba3

Fitch

BBB-

OFF-BALANCE SHEET ARRANGEMENTS

Merchandise held on consignment

The Company held $595.9 million of consignment inventory at January 31, 2026 compared to $601.5 million at February 1, 2025, 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.

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 (“ESP”)

Certain brands within the North America reportable segment sell ESP, subject to certain conditions, to perform repair work and other services over the lifetime the product is owned by the customer. Customers generally pay for ESP at the store or online at the time of merchandise sale. 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 using estimates of future claims costs expected to be incurred, which are derived primarily from historical patterns of actual claims costs. This estimate of future claims costs includes decay factors related to monthly forecasted changes in claims activity over the expected lifetime of our obligations. Management regularly reviews the trends in historical claims and, beginning in Fiscal 2026, considers a range of potential outcomes from the estimated claims based on a +/- 5% variation on the decay factors used in the forecast to determine whether a change in its recognition rates or periods is required. This change more appropriately considers the inherent variability in claims over the lifetime of the ESP contracts. As a result of the consideration of this range of potential outcomes, management determined no changes in the recognition rates or periods were necessary in Fiscal 2026. All direct costs associated with the sale of the ESP 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.

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Lifetime ESP revenue is deferred and recognized over a maximum of 13 years after the sale of the ESP contract. Although actual historical 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. Based on the level of ESP sold in Fiscal 2026, management estimates that a 1% change in the first-year recognition rates between years for ESP sales would impact revenue recognized by approximately $6 million. Management estimates that a one-year increase in the overall recognition period would decrease revenue recognized in the current year by approximately $15 million.

As noted above, the Company utilizes historical claims data and forecasted decay factors to estimate the expected future patterns of claims cost and the related revenue recognition rates and periods. 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 patterns and related recognition periods, including the estimated range of potential outcomes, 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 the Company’s estimated future claims cost could impact either the overall claims patterns or the recognition periods over which the Company is expected to fulfill its obligations under the ESP, either of which could result in a material change to revenues in future periods.

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 of the 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 are evaluated 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. The Company may elect to perform a qualitative assessment for its reporting units and indefinite-lived intangible assets to determine whether it is more likely than not that the fair value of the reporting unit or indefinite-lived intangible asset is greater than its 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 fair value of a reporting unit or indefinite-lived intangible asset exceeds its carrying value, a quantitative assessment is performed that compares the carrying amount of the reporting unit or other indefinite-lived intangible asset with its estimated fair value. The quantitative impairment test for goodwill involves estimating the fair value of the reporting unit through either estimated discounted future cash flows, market-based methodologies, or a combination of both. The quantitative 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. If the carrying amount of the reporting unit or other indefinite-lived intangible asset exceeds its estimated fair value, an impairment charge is recorded.

As part of our annual assessment during the second quarter of Fiscal 2026, the Company performed quantitative impairment assessments for all reporting units and indefinite-lived intangible assets. The estimated fair values of the Sterling, Zale US and Diamonds Direct reporting units, as well as the Zale Jewelry, Zale Outlet, Piercing Pagoda, Blue Nile and Peoples Jewellers trade names, exceeded their carrying values as of the valuation date. The fair values for all these assets substantially exceeded their carrying values, with the exception of the Diamonds Direct reporting unit and the Piercing Pagoda and Blue Nile trade names, which exceeded their carrying values by approximately 17%, 10% and 16%, respectively. The carrying values of the Diamonds Direct goodwill and the Piercing Pagoda and Blue Nile trade names were $251.2 million, $33.8 million and $19 million, respectively, as of August 2, 2025.

As a result of the annual assessment, the carrying values of the Digital brands goodwill and the James Allen and Diamonds Direct trade names were reduced to their estimated fair values of $0, $2 million and $109 million, respectively, which resulted in the recognition of impairment charges of approximately $54 million, $13 million and $3 million, respectively. The impairment charges in the Digital brands reporting unit and related James Allen trade name were driven primarily by the decline in long-term cash flow projections of this business, particularly in the James Allen brand due to continued challenges with assortment and its competitive position in the market. Management also determined an increase in discount rates was required to reflect the current interest rate environment at the valuation date, and to reflect additional forecast risk for the Digital brands due to the challenges at James Allen noted above, as well as additional uncertainty related to potential tariff impacts on the business.

During the fourth quarter of Fiscal 2026, based on lower than forecasted sales during the fourth quarter, the Company determined a triggering event had occurred requiring an interim impairment assessment for the Diamonds Direct trade name, which management performed on a quantitative basis. Through the quantitative assessment, management reevaluated its sales growth projections which negatively affected the fair value estimates compared to previous valuations and the carrying value of the Diamonds Direct trade name was reduced to $104 million, which resulted in the recognition a $5 million impairment charge.

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Management noted uncertainties exist related to the macroeconomic environment in the US and abroad, including tariffs, economic and tax policy, affordability and interest rates. These factors could unfavorably impact the cost of the Company’s products, 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 decline in the estimated fair values of the indefinite-lived intangible assets, including goodwill, which could result in future material impairment charges. For example, an increase in the discount rate of 0.5% to the Diamonds Direct trade name, assuming no other changes to assumptions, would have resulted in additional impairment charges of approximately $5 million during Fiscal 2026.

See Note 16 of Item 8 for additional information.

Long-lived assets

Long-lived assets of the Company consist primarily of property and equipment 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 or asset group 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 flows for the store asset group are 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.

Certain factors impacting 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 changes in consumer behavior and shifts in discretionary spending, the inability to achieve or maintain cost savings or other strategic initiatives, or changes in real estate strategy, as well as macroeconomic uncertainty related to areas such as the impacts of tariffs, economic and tax policy, and inflation. 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 $14.1 million and $14.9 million, as of January 31, 2026 and February 1, 2025, 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, based on the technical merits of the tax position. 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 measures the tax benefit as the largest amount which is more than 50% likely of being realized upon settlement. The Company records a reserve for uncertain tax positions, including interest and penalties, for any amounts that do not meet this threshold. 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.