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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q


 
(Mark One)
☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended May 2, 2026 or
☐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)
BermudaNot Applicable
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
(441) 296 5872
(Address and telephone number including area code of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on which Registered
Common Shares of $0.18 eachSIGThe New York Stock Exchange
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   x     No   o
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   x     No   o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 x Accelerated filer o Non-accelerated filer o 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ☐     No   x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Shares, $0.18 par value, 39,329,783 shares as of May 29, 2026

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SIGNET JEWELERS LIMITED
TABLE OF CONTENTS
PAGE
 

Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SIGNET JEWELERS LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
13 weeks ended
(in millions, except per share amounts)May 2, 2026May 3, 2025Notes
Merchandise sales$1,352.4 $1,350.3 
Service sales201.2 191.3 
Total sales1,553.6 1,541.6 3
Cost of sales(997.1)(942.8)
Gross margin556.5 598.8 
Selling, general and administrative expenses(509.6)(526.0)
Other operating expense, net(10.0)(24.7)15
Operating income36.9 48.1 4
Interest income, net3.6 0.8 
Other non-operating income (expense), net 0.3 (3.3)
Income before income taxes40.8 45.6 
Income taxes(9.1)(12.1)8
Net income$31.7 $33.5 
Earnings per common share:
Basic$0.79 $0.79 6
Diluted$0.78 $0.78 6
Weighted average common shares outstanding:
Basic40.0 42.5 6
Diluted40.4 42.7 6
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Table of Contents
SIGNET JEWELERS LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
13 weeks ended
May 2, 2026May 3, 2025
(in millions)Pre-tax
amount		Tax
(expense)
benefit		After-tax
amount		Pre-tax
amount		Tax
(expense)
benefit		After-tax
amount
Net income$31.7 $33.5 
Other comprehensive (loss) income:
Foreign currency translation adjustments$(1.8)$— $(1.8)$22.1 $— $22.1 
Available-for-sale securities:
Unrealized (loss) gain(0.1)— (0.1)0.1 — 0.1 
Cash flow hedges:
Unrealized loss(0.9)0.2 (0.7)(0.9)0.2 (0.7)
Reclassification adjustment for losses (gains) to earnings(2.2)0.5 (1.7)0.1 — 0.1 
Total other comprehensive (loss) income$(5.0)$0.7 $(4.3)$21.4 $0.2 $21.6 
Total comprehensive income$27.4 $55.1 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
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SIGNET JEWELERS LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in millions, except par value per share amounts)May 2, 2026January 31, 2026May 3, 2025Notes
Assets
Current assets:
Cash and cash equivalents$602.8 $874.8 $264.1 
   Inventories1,994.0 1,940.1 2,006.5 9
Income taxes36.5 18.7 16.0 
Other current assets183.0 189.9 180.5 
Total current assets2,816.3 3,023.5 2,467.1 
Non-current assets:
Property, plant and equipment, net of accumulated depreciation and amortization of $1,580.9 (January 31, 2026 and May 3, 2025: $1,561.8 and $1,495.7, respectively)
487.7 498.8 492.5 
Operating lease right-of-use assets1,155.1 1,146.6 1,103.9 
Goodwill428.4 428.4 482.0 11
Intangible assets, net286.3 286.4 307.6 11
Other assets283.7 291.0 301.0 
Deferred tax assets271.4 277.4 297.8 
Total assets$5,728.9 $5,952.1 $5,451.9 
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable$693.2 $772.1 $572.1 
Accrued expenses and other current liabilities326.8 387.3 371.3 
Deferred revenue382.0 377.1 366.7 3
Operating lease liabilities292.1 286.9 286.9 
Income taxes49.3 65.4 49.5 
Total current liabilities1,743.4 1,888.8 1,646.5 
Non-current liabilities:
Operating lease liabilities
931.5 930.4 894.5 
Other liabilities
81.1 82.8 77.9 
Deferred revenue908.9 908.6 886.1 3
Deferred tax liabilities166.8 175.3 171.2 
Total liabilities3,831.7 3,985.9 3,676.2 
Commitments and contingencies18
Shareholders’ equity:
Common shares of $0.18 par value: authorized 500 shares, issued 70.0 shares, 39.7 shares outstanding (January 31, 2026 and May 3, 2025: 40.4 and 41.4 outstanding, respectively)
12.6 12.6 12.6 
Additional paid-in capital111.4 120.4 105.3 
Other reserves0.4 0.4 0.4 
Treasury shares at cost: 30.3 shares (January 31, 2026 and May 3, 2025: 29.6 and 28.6 shares, respectively)
(2,008.0)(1,934.9)(1,852.2)
Retained earnings4,004.3 3,986.9 3,765.5 
Accumulated other comprehensive loss(223.5)(219.2)(255.9)7
Total shareholders’ equity1,897.2 1,966.2 1,775.7 
Total liabilities and shareholders’ equity$5,728.9 $5,952.1 $5,451.9 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Contents
SIGNET JEWELERS LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
13 weeks ended
(in millions)May 2, 2026May 3, 2025
Operating activities
Net income$31.7 $33.5 
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization34.7 37.0 
Amortization of unfavorable contracts— (0.5)
Share-based compensation7.5 7.0 
Deferred taxation(1.9)3.6 
Other non-cash movements, net2.3 7.0 
Changes in operating assets and liabilities:
Inventories(41.6)(56.1)
Other assets(1.9)(9.2)
Accounts payable(79.8)(187.5)
Accrued expenses and other liabilities(64.0)(5.4)
Change in operating lease assets and liabilities(2.5)(0.8)
Deferred revenue5.1 3.6 
Income tax receivable and payable(34.3)(7.5)
Net cash used in operating activities(144.7)(175.3)
Investing activities
Capital expenditures(24.5)(36.6)
Other investing activities, net0.6 — 
Net cash used in investing activities(23.9)(36.6)
Financing activities
Dividends paid on common shares(13.0)(12.6)
Repurchase of common shares(82.7)(117.4)
Other financing activities, net(6.9)(7.3)
Net cash used in financing activities(102.6)(137.3)
Cash and cash equivalents at beginning of period874.8 604.0 
Decrease in cash and cash equivalents(271.2)(349.2)
Effect of exchange rate changes on cash and cash equivalents(0.8)9.3 
Cash and cash equivalents at end of period$602.8 $264.1 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Table of Contents
SIGNET JEWELERS LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
(in millions)Common
shares at
par value		Additional
paid-in
capital		Other
reserves		Treasury
shares		Retained
earnings		Accumulated other
comprehensive
loss		Total
shareholders’
equity
Balance at January 31, 2026$12.6 $120.4 $0.4 $(1,934.9)$3,986.9 $(219.2)$1,966.2 
Net income— — — — 31.7 — 31.7 
Other comprehensive loss— — — — — (4.3)(4.3)
Common share dividends declared, $0.35/share
— — — — (14.1)— (14.1)
Repurchase of common shares— — — (82.7)— — (82.7)
Net settlement of equity-based awards— (16.5)— 9.6 (0.2)— (7.1)
Share-based compensation expense— 7.5 — — — — 7.5 
Balance at May 2, 2026$12.6 $111.4 $0.4 $(2,008.0)$4,004.3 $(223.5)$1,897.2 
(in millions)Common
shares at
par value		Additional
paid-in
capital		Other
reserves		Treasury
shares		Retained
earnings		Accumulated other
comprehensive
loss		Total
shareholders’
equity
Balance at February 1, 2025$12.6 $120.1 $0.4 $(1,749.3)$3,745.5 $(277.5)$1,851.8 
Net income— — — — 33.5 — 33.5 
Other comprehensive income— — — — — 21.6 21.6 
Common share dividends declared, $0.32/share
— — — — (13.4)— (13.4)
Repurchase of common shares— — — (117.4)— — (117.4)
Net settlement of equity-based awards— (21.8)— 14.5 (0.1)— (7.4)
Share-based compensation expense— 7.0 — — — — 7.0 
Balance at May 3, 2025$12.6 $105.3 $0.4 $(1,852.2)$3,765.5 $(255.9)$1,775.7 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Table of Contents
SIGNET JEWELERS LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and principal accounting policies
Signet Jewelers Limited (“Signet” or the “Company”), a holding company incorporated in Bermuda, is a specialty jewelry retailer operating through its 100% owned subsidiaries with sales primarily in the United States (“US”), United Kingdom (“UK”) and Canada. Signet manages its business as three reportable segments: North America, International, and Other. The “Other” reportable segment consists of subsidiaries involved in the purchasing and conversion of rough diamonds to polished stones. See Note 4 for information regarding the Company’s reportable segments.
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 income and cash flows.
Basis of preparation
The condensed consolidated financial statements of the Company are prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US generally accepted accounting principles (“US GAAP” or “GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations. Intercompany transactions and balances have been eliminated in consolidation. The Company has reclassified certain prior year amounts to conform to the current year presentation. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. The results for interim periods are not necessarily indicative of the results to be expected for the full fiscal year or for any other interim period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in Signet’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed with the SEC on March 19, 2026.
Use of estimates
The preparation of these condensed consolidated financial statements, in conformity with US GAAP and SEC regulations for interim reporting, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. Estimates and assumptions are primarily made in relation to the valuation of inventories, deferred revenue, employee compensation, income taxes, contingencies, leases, asset impairments for goodwill, indefinite-lived intangible and long-lived assets and the depreciation and amortization of long-lived assets.
Fiscal year
The Company’s fiscal year ends on the Saturday nearest to January 31st. Fiscal 2027 and Fiscal 2026 refer to the 52-week periods ending January 30, 2027 and ended January 31, 2026, respectively. Within these condensed consolidated financial statements, the first quarter of Fiscal 2027 and 2026 refer to the 13 weeks ended May 2, 2026 and May 3, 2025, respectively.
Foreign currency translation
The financial position and operating results of certain foreign operations, including certain subsidiaries operating in the UK as part of the International reportable segment and Canada as part of the North America reportable segment, are consolidated using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange on the condensed consolidated balance sheet dates, and revenues and expenses are translated at the monthly average rates of exchange during the period. Resulting translation gains or losses are included in the accompanying condensed consolidated statements of shareholders’ equity as a component of accumulated other comprehensive income (loss) (“AOCI”). Gains or losses resulting from foreign currency transactions are included within other operating expense, net within the condensed consolidated statements of operations.
2. New accounting pronouncements
The following section provides a description of new accounting pronouncements (“Accounting Standard Update” or “ASU”) issued by the Financial Accounting Standards Board (“FASB”) that are applicable to the Company.
New accounting pronouncements recently adopted
There were no new accounting pronouncements adopted to date during Fiscal 2027 that have a material impact on the Company’s consolidated financial position or results of operations.
8
New accounting pronouncements issued but not yet adopted
Income Statement Expense Disaggregation Disclosures (Topic 220-40) (“ASU 2024-03”)
In November 2024, the FASB issued ASU 2024-03. This ASU requires disclosure of additional information about certain income statement expense line items, such as cost of sales and selling, general and administrative expenses (“SG&A”). Prescribed expense categories within each line item will be required to be disaggregated in tabular format. Prescribed expense categories include purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Other material expense categories identified within each income statement expense line item may also require disclosure. Total selling expenses and a definition of selling expenses are required to be disclosed.
The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied on a prospective or retrospective basis. This ASU will have no impact on the Company’s consolidated financial condition or results of operations. The Company is evaluating the impact of this ASU on its consolidated financial statement disclosures.
Internal-Use Software (Topic 350-40) (“ASU 2025-06”)
In September 2025, the FASB issued ASU 2025-06. This ASU requires entities to start capitalizing software costs once management has authorized and committed to funding the software project, it is probable the project will be completed and the software will be used to perform the function intended. This ASU removes the prescriptive software development stages referenced in prior guidance. The amendments in this ASU specify the disclosures for internal-use software costs follow the same disclosure requirements as property, plant, and equipment, regardless of how these costs are presented in the consolidated financial statements.
The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods, with early adoption permitted, and may be applied on a prospective or retrospective basis. The Company is evaluating the impact of this ASU on its consolidated financial statements.
3. Revenue recognition
The following table provides the Company’s total sales, disaggregated by brand, for the 13 weeks ended May 2, 2026 and May 3, 2025:
13 weeks ended May 2, 202613 weeks ended May 3, 2025
(in millions)North AmericaInternationalOtherConsolidatedNorth AmericaInternationalOtherConsolidated
Sales by brand:
Kay
$598.4 $— $— $598.4 $579.1 $— $— $579.1 
Zales
289.1 — — 289.1 283.2 — — 283.2 
Jared
260.3 — — 260.3 260.0 — — 260.0 
Blue Nile74.8 — — 74.8 77.6 — — 77.6 
James Allen24.1 — — 24.1 39.4 — — 39.4 
Diamonds Direct85.0 — — 85.0 84.1 — — 84.1 
Banter by Piercing Pagoda
81.5 — — 81.5 82.2 — — 82.2 
Peoples
47.6 — — 47.6 40.8 — — 40.8 
International segment brands— 87.5 — 87.5 — 80.1 — 80.1 
Other (1)
2.2 — 3.1 5.3 4.1 — 11.0 15.1 
Total sales
$1,463.0 $87.5 $3.1 $1,553.6 $1,450.5 $80.1 $11.0 $1,541.6 
(1) Other primarily includes sales from the Company’s diamond sourcing operation and loose diamonds.
9
The following table provides the Company’s total sales, disaggregated by major product, for the 13 weeks ended May 2, 2026 and May 3, 2025:
13 weeks ended May 2, 202613 weeks ended May 3, 2025
(in millions)North AmericaInternationalOtherConsolidatedNorth America
International (3)
OtherConsolidated
Sales by product:
Bridal
$656.6 $31.7 $— $688.3 $656.6 $28.7 $— $685.3 
Fashion
532.8 26.4 — 559.2 533.0 23.1 — 556.1 
Watches
53.3 22.1 — 75.4 47.8 21.7 — 69.5 
Services (1)
194.9 6.3 — 201.2 185.4 5.9 — 191.3 
Other (2)
25.4 1.0 3.1 29.5 27.7 0.7 11.0 39.4 
Total sales
$1,463.0 $87.5 $3.1 $1,553.6 $1,450.5 $80.1 $11.0 $1,541.6 
(1) Services primarily includes revenue recognized from extended service plans, repairs and subscriptions.
(2) Other primarily includes sales from the Company’s diamond sourcing operation and other miscellaneous non-jewelry sales.
(3) Certain amounts have been reclassified, primarily between bridal and fashion, to harmonize product categorization within the North America and International segments.
The following table provides the Company’s total sales, disaggregated by channel, for the 13 weeks ended May 2, 2026 and May 3, 2025:
13 weeks ended May 2, 202613 weeks ended May 3, 2025
(in millions)North AmericaInternationalOtherConsolidatedNorth AmericaInternationalOtherConsolidated
Sales by channel:
Store
$1,156.3 $70.4 $— $1,226.7 $1,125.3 $62.8 $— $1,188.1 
E-commerce305.0 17.1 — 322.1 321.4 17.3 — 338.7 
Other (1)
1.7 — 3.1 4.8 3.8 — 11.0 14.8 
Total sales
$1,463.0 $87.5 $3.1 $1,553.6 $1,450.5 $80.1 $11.0 $1,541.6 
(1) Other primarily includes sales from the Company’s diamond sourcing operation and loose diamonds.
Extended service plans (“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 using estimates of future claims costs expected to be incurred, which are derived primarily from historical patterns of actual claims costs. Management regularly reviews the trends in historical claims and considers a range of potential outcomes to determine whether a change in its recognition rates or periods is required. 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.
Deferred ESP selling costs
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 condensed 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 condensed consolidated statements of operations. Amortization of deferred ESP selling costs was $11.6 million and $11.5 million during the 13 weeks ended May 2, 2026 and May 3, 2025, respectively.
Unamortized deferred ESP selling costs as of May 2, 2026, January 31, 2026 and May 3, 2025 were as follows:
(in millions)May 2, 2026January 31, 2026May 3, 2025
Other current assets$28.1 $28.6 $28.1 
Other assets80.3 80.8 80.8 
Total deferred ESP selling costs$108.4 $109.4 $108.9 
10
Deferred revenue
Deferred revenue as of May 2, 2026, January 31, 2026 and May 3, 2025 was as follows:
(in millions)May 2, 2026January 31, 2026May 3, 2025
ESP deferred revenue$1,204.4 $1,204.4 $1,171.9 
Other deferred revenue (1)
86.5 81.3 80.9 
Total deferred revenue
$1,290.9 $1,285.7 $1,252.8 
Disclosed as:
Current liabilities$382.0 $377.1 $366.7 
Non-current liabilities908.9 908.6 886.1 
Total deferred revenue$1,290.9 $1,285.7 $1,252.8 
(1) Other deferred revenue primarily includes revenue collected from customers for custom orders and e-commerce orders, for which control has not yet transferred to the customer.
13 weeks ended
(in millions)May 2, 2026May 3, 2025
ESP deferred revenue, beginning of period$1,204.4 $1,170.8 
Plans sold (1)
138.9 135.0 
Revenue recognized (2)
(138.9)(133.9)
ESP deferred revenue, end of period$1,204.4 $1,171.9 
(1) Includes impact of foreign exchange translation.
(2) The Company recognized sales of $90.8 million and $87.6 million during the 13 weeks ended May 2, 2026 and May 3, 2025, respectively, related to deferred revenue that existed at the beginning of the periods.
4. Segment information
Signet’s chief executive officer (“CEO”) is the Company’s chief operating decision maker (“CODM”). The CODM regularly reviews segment sales and segment operating income, after the elimination of any inter-segment transactions, to determine resource allocations between segments. Signet’s sales are primarily derived from the retailing of jewelry, watches, services and other products as generated through the management of its segments. Segment operating income, which excludes the impact of certain items management believes are not necessarily reflective of normal operating performance, is utilized by the CODM to assess segment profitability. Segment operating income is also used by the CODM to monitor and assess segment results compared to prior periods, forecasted results, and Signet’s annual operating plan.
The Company aggregates operating segments with similar economic and operating characteristics. Signet manages its business as three reportable segments: North America, International, and Other. The Company allocates certain support center costs between operating segments, and the remainder of the unallocated costs are included with the corporate and unallocated expenses presented.
The North America reportable segment operates across the US and Canada. Its US stores operate nationally in malls and off-mall locations, as well as online, principally as Kay (Kay Jewelers and Kay Outlet), Zales (Zales Jewelers and Zales Outlet), Jared (Jared Jewelers and Jared Vault), Blue Nile, James Allen, Diamonds Direct, and Banter by Piercing Pagoda. Its Canadian stores operate as Peoples Jewellers.
The International reportable segment operates stores in the UK and Republic of Ireland as well as online. Its stores operate in shopping malls and off-mall locations (i.e. high street) under the H.Samuel and Ernest Jones brands.
The Other reportable segment primarily consists of subsidiaries involved in the purchasing and conversion of rough diamonds to polished stones.
11
Financial information for each of Signet’s reportable segments for the 13 weeks ended May 2, 2026 and May 3, 2025 is presented in the tables below.
13 weeks ended May 2, 2026
(in millions)North AmericaInternationalOtherTotal
Sales$1,463.0 $87.5 $3.1 $1,553.6 
Merchandise expense(577.1)(37.8)(2.6)
Services expense(46.7)(2.4)
Other cost of sales(269.7)(24.1)(4.0)
SG&A(467.0)(29.9)
Other segment operating (expense) income, net(1.1)0.1 0.1 
Total segment operating income (loss)$101.4 $(6.6)$(3.4)$91.4 
Restructuring and related charges (1)
(40.2)
Asset impairments (1)
(1.5)
Corporate and unallocated expenses(12.8)
Interest income, net3.6 
Other non-operating income, net0.3 
Income before income taxes$40.8 
13 weeks ended May 3, 2025
(in millions)North AmericaInternationalOtherTotal
Sales$1,450.5 $80.1 $11.0 $1,541.6 
Merchandise expense(557.4)(34.4)(13.8)
Services expense(43.4)(2.3)
Other cost of sales(267.3)(23.3)(0.9)
SG&A(484.2)(26.3)
Other segment operating expense, net(1.1)(0.8)(0.2)
Total segment operating income (loss)$97.1 $(7.0)$(3.9)$86.2 
Restructuring and related charges (1)
(19.0)
Asset impairments (1)
(3.2)
Corporate and unallocated expenses(15.9)
Interest income, net0.8 
Other non-operating expense, net(3.3)
Income before income taxes$45.6 
(1)     Restructuring and related charges and asset impairment charges during the 13 weeks ended May 2, 2026 and May 3, 2025 were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Restructuring and related charges during the 13 weeks ended May 2, 2026 include $32.7 million of inventory write-downs related to the planned disposal of inventory in connection with the discontinuance of James Allen and Rocksbox as separately operated brands and the decommissioning of their respective websites. See Note 16 for additional information.
12
The following tables provide the Company’s total depreciation and amortization and total capital expenditures, by reportable segment, for the 13 weeks ended May 2, 2026 and May 3, 2025:
13 weeks ended
(in millions)May 2, 2026May 3, 2025
Depreciation and amortization:
North America segment
$32.3 $34.5 
International segment
2.3 2.4 
Other segment
0.1 0.1 
Total depreciation and amortization$34.7 $37.0 
Capital expenditures:
North America segment
$23.5 $35.2 
International segment
1.0 1.4 
Total capital expenditures$24.5 $36.6 
The following tables provide the Company’s total assets and total long-lived assets, by reportable segment, as of May 2, 2026, January 31, 2026 and May 3, 2025:
(in millions)May 2, 2026January 31, 2026May 3, 2025
Total assets:
North America segment$4,931.1 $5,098.5 $4,871.1 
International segment482.3 483.4 385.8 
Other segment77.0 83.7 92.0 
Corporate and unallocated238.5 286.5 103.0 
Total assets$5,728.9 $5,952.1 $5,451.9 
Total long-lived assets (1):
North America segment$1,471.9 $1,478.6 $1,441.6 
International segment168.4 164.1 151.9 
Other segment2.5 2.7 2.9 
Total long-lived assets$1,642.8 $1,645.4 $1,596.4 
(1)    Includes property, plant and equipment, net; and operating lease right-of-use assets.
5. Shareholders’ equity
Dividends on common shares
Dividends declared on the common shares during the 13 weeks ended May 2, 2026 and May 3, 2025 were as follows:
Fiscal 2027Fiscal 2026
(in millions, except per share amounts)Dividends
per share		Total dividendsDividends
per share		Total dividends
First quarter (1)
$0.35 $14.1 $0.32 $13.4 
(1)    Signet’s common dividend policy results in the quarterly dividend payment date being a quarter in arrears from the declaration date. As of May 2, 2026 and May 3, 2025, there was $14.1 million and $13.4 million, respectively, of accrued dividends recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets. Accrued dividends as of May 2, 2026 and May 3, 2025 included $0.6 million and $0.6 million, respectively, related to time-based restricted stock units.
Share repurchases
Signet may from time to time repurchase common shares under various share repurchase programs authorized by Signet’s Board of Directors (the “Board”). Repurchases may be made in the open market through 10b5-1 trading plans, through block trades, through accelerated share repurchase agreements or otherwise. The timing, manner, price and amount of any repurchases will be determined by the Company at its discretion and will be subject to economic and market conditions, stock prices, applicable legal requirements and other factors. The repurchase programs are funded through Signet’s existing cash reserves and liquidity sources. Repurchased shares are held as treasury shares and used by Signet primarily for issuance of share-based compensation awards, or for general corporate purposes.
13
The Board has authorized a total of approximately $2.1 billion of repurchases to be made under the 2017 Share Repurchase Program (the “2017 Program”). Since inception of the 2017 Program, the Company has repurchased approximately $1.7 billion of shares, with $435.2 million of shares authorized for repurchase remaining as of May 2, 2026.
The share repurchase activity during the 13 weeks ended May 2, 2026 and May 3, 2025 was as follows:
13 weeks ended May 2, 2026
13 weeks ended May 3, 2025
(in millions, except per share amounts)Shares repurchased
Amount repurchased (1)
Average repurchase price per share (1)
Shares repurchased
Amount repurchased (1)
Average repurchase price per share (1)
2017 Program0.9$82.7 $90.64 2.1$117.4 $57.00 
(1)    Includes amounts paid for commissions.
6. Earnings per common share (“EPS”)
Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. The computation of basic EPS for the 13 weeks ended May 2, 2026 and May 3, 2025 is outlined in the table below:
13 weeks ended
(in millions, except per share amounts)May 2, 2026May 3, 2025
Numerator:
Net income$31.7 $33.5 
Denominator:
Weighted average common shares outstanding
40.0 42.5 
EPS – basic
$0.79 $0.79 
The dilutive effect of share awards represents the potential impact of outstanding awards issued under the Company’s share-based compensation plans, including time-based restricted stock units, performance-based restricted stock units, and stock options issued under the Omnibus Plan.
The computation of diluted EPS for the 13 weeks ended May 2, 2026 and May 3, 2025 is outlined in the table below:
13 weeks ended
(in millions, except per share amounts)May 2, 2026May 3, 2025
Numerator:
Net income$31.7$33.5
Denominator:
Basic weighted average common shares outstanding
40.042.5
Plus: Dilutive effect of share awards
0.40.2
  Diluted weighted average common shares outstanding
40.442.7
EPS – diluted
$0.78$0.78
The calculation of diluted EPS excludes the following items for each respective period on the basis that their effect would be antidilutive:
13 weeks ended
(in millions)May 2, 2026May 3, 2025
Share awards— 0.3 
Total antidilutive shares
— 0.3 
14
7. Accumulated other comprehensive income (loss)
The following tables present the changes in AOCI by component and the reclassifications out of AOCI, net of tax for the 13 weeks ended May 2, 2026:
(in millions)Foreign
currency
translation		Gains (losses) on available-for-sale securitiesGains (losses)
on cash flow
hedges		Accumulated
other
comprehensive loss
Balance at January 31, 2026$(245.5)$— $26.3 $(219.2)
Other comprehensive income (loss) (“OCI”) before reclassifications
(1.8)(0.1)(0.7)(2.6)
Amounts reclassified from AOCI to earnings
— — (1.7)(1.7)
Net current period OCI
(1.8)(0.1)(2.4)(4.3)
Balance at May 2, 2026$(247.3)$(0.1)$23.9 $(223.5)
The amounts reclassified from AOCI to earnings were as follows for the 13 weeks ended May 2, 2026 and May 3, 2025:
Amounts reclassified from AOCI
13 weeks ended
(in millions)May 2, 2026May 3, 2025Statement of operations caption
Losses (gains) on cash flow hedges:
Foreign currency contracts
$0.1 $0.1 Cost of sales (see Note 12)
Commodity contracts
(2.3)— Cost of sales (see Note 12)
Total before income tax
(2.2)0.1 
Income taxes
0.5 — 
Total reclassifications, net of tax
$(1.7)$0.1 
8. Income taxes
13 weeks ended
May 2, 2026May 3, 2025
Estimated annual effective tax rate before discrete items21.8 %22.3 %
Discrete items recognized
0.5 %4.2 %
Effective tax rate recognized in statements of operations
22.3 %26.5 %
During the 13 weeks ended May 2, 2026, the Company’s effective tax rate 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).
The Company’s effective tax rate for the same period during the prior 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 in the 13 weeks ended May 3, 2025, including the tax shortfall for share-based compensation which vested during the year of $0.8 million.
As of May 2, 2026, there has been no material change in the amounts of unrecognized tax benefits, or the related accrued interest and penalties (where appropriate), in respect of uncertain tax positions identified and recorded as of January 31, 2026.
9. Inventories
The following table provides the components of the Company’s inventories as of May 2, 2026, January 31, 2026 and May 3, 2025:
(in millions)May 2, 2026January 31, 2026May 3, 2025
Raw materials
$54.0 $52.2 $56.5 
Merchandise inventories
1,940.0 1,887.9 1,950.0 
Total inventories
$1,994.0 $1,940.1 $2,006.5 
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10. Leases
The following table provides the components of the Company’s total lease cost for the 13 weeks ended May 2, 2026 and May 3, 2025:
13 weeks ended
(in millions)May 2, 2026May 3, 2025
Operating lease cost$101.5 $95.4 
Short-term lease cost5.1 12.6 
Variable lease cost25.2 24.8 
Sublease income(0.3)(0.3)
Total lease cost$131.5 $132.5 
11. Goodwill and intangibles
The following summarizes the activity of the Company’s goodwill and intangible assets during the periods presented:
Fiscal 2026
During the 13 weeks ended May 3, 2025, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred through the end of the first quarter of Fiscal 2026 requiring an interim impairment assessment for any reporting units with goodwill and indefinite-lived intangible assets.
Fiscal 2027
During the 13 weeks ended May 2, 2026, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred through the end of the first quarter of Fiscal 2027 that would require an interim impairment assessment for any reporting units with goodwill and indefinite-lived intangible assets.
Management noted uncertainties exist related to the macroeconomic environment in the US and abroad, including energy prices, 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 or 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.
Goodwill
The following table summarizes the Company’s goodwill by reportable segment:
(in millions)North America
Balance at January 31, 2026 (1)
$428.4 
Balance at May 2, 2026 (1)
$428.4 
(1)    The carrying amount of goodwill is presented net of accumulated impairment losses of $902.1 million as of May 2, 2026 and January 31, 2026.
Intangibles
Definite-lived and indefinite-lived intangible assets consist primarily of trade names and are recorded within intangible assets, net, on the condensed consolidated balance sheets. Intangible liabilities, net consists of unfavorable contracts and are recorded within accrued expenses and other current liabilities on the condensed consolidated balance sheets.
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The following table provides additional detail regarding the composition of intangible assets and liabilities as of May 2, 2026, January 31, 2026 and May 3, 2025:
May 2, 2026January 31, 2026May 3, 2025
(in millions)Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount		Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount		Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Intangible assets, net:
Definite-lived intangible assets
$8.8 $(6.5)$2.3 $8.8 $(6.4)$2.4 $8.8 $(6.1)$2.7 
Indefinite-lived intangible assets (1)
284.0 — 284.0 284.0 — 284.0 304.9 — 304.9 
Total intangible assets, net
$292.8 $(6.5)$286.3 $292.8 $(6.4)$286.4 $313.7 $(6.1)$307.6 
Intangible liabilities, net
$— $— $— $(38.0)$38.0 $— $(38.0)$36.7 $(1.3)
(1)    The change in the indefinite-lived intangible asset balances during the periods presented was primarily due to the trade name impairment charges recorded during the second and fourth quarters of Fiscal 2026.
12. Derivatives
Derivative transactions are used by Signet for risk management purposes to address risks inherent in the Company’s business operations and sources of financing. The Company is currently utilizing financial derivatives to mitigate foreign currency and commodity price risks. Signet does not enter into derivative transactions for speculative purposes.
The following types of derivative financial instruments are utilized by the Company to mitigate certain risk exposures related to changes in foreign exchange rates and commodity prices:
Foreign currency exchange forward contracts (designated) — These contracts are entered into to limit the impact of movements in foreign exchange rates on forecasted foreign currency purchases. The total notional amount of these foreign currency contracts outstanding as of May 2, 2026 was $24.7 million (January 31, 2026 and May 3, 2025: $15.4 million and $11.4 million, respectively). These contracts have been designated as cash flow hedges and will be settled over the next 12 months (January 31, 2026 and May 3, 2025: 11 months and 11 months, respectively).
Foreign currency exchange forward contracts (undesignated) — Foreign currency contracts not designated as cash flow hedges are used to limit the impact of movements in foreign exchange rates on recognized foreign currency payables and to hedge currency flows through Signet’s bank accounts to mitigate Signet’s exposure to foreign currency exchange risk in its cash and borrowings. The total notional amount of these foreign currency contracts outstanding as of May 2, 2026 was $85.6 million (January 31, 2026 and May 3, 2025: $100.8 million and $114.3 million, respectively).
Commodity forward contracts (designated) — The Company has exposure to movements in the price of the underlying precious metal raw material components of the products sold by Signet. Signet’s policy is to reduce the impact of precious metal commodity price volatility, such as gold, on operating results through the use of outright forward purchases of, or by entering into options to purchase, precious metals within treasury guidelines approved by the Company’s Chief Operating and Financial Officer. In particular, when price and volume warrant such actions, Signet undertakes hedging of its requirements for gold through the use of forward purchase contracts or option contracts. Signet began hedging its exposure to gold prices during the second quarter of Fiscal 2026. The total notional amount of these forward contracts outstanding as of May 2, 2026 was approximately 26,000 ounces of gold (January 31, 2026: 35,000 ounces). These contracts have been designated as cash flow hedges and will be settled over the next 11 months (January 31, 2026: 11 months).
The bank counterparties to the derivative instruments expose the Company to credit-related losses in the event of their non-performance. However, to mitigate that risk, the Company only contracts with counterparties that meet certain minimum requirements under its counterparty risk assessment process. As of May 2, 2026, the Company believes that this credit risk did not materially change the fair value of the derivative instruments.
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The following table summarizes the fair value and presentation of derivative instruments in the condensed consolidated balance sheets as of May 2, 2026, January 31, 2026 and May 3, 2025:
Fair value of derivative assets
(in millions)Balance sheet locationMay 2, 2026January 31, 2026May 3, 2025
Derivatives designated as hedging instruments:
Foreign currency contractsOther current assets$— $— $— 
Commodity contractsOther current assets11.5 26.8 — 
11.5 26.8 — 
Derivatives not designated as hedging instruments:
Foreign currency contractsOther current assets0.2 0.7 — 
Total derivative assets
$11.7 $27.5 $— 
Fair value of derivative liabilities
(in millions)Balance sheet locationMay 2, 2026January 31, 2026May 3, 2025
Derivatives designated as hedging instruments:
Foreign currency contractsOther current liabilities$(0.2)$(0.4)$(0.4)
Commodity contractsOther current liabilities(1.8)(0.6)— 
(2.0)(1.0)(0.4)
Derivatives not designated as hedging instruments:
Foreign currency contractsOther current liabilities— — (0.2)
Total derivative liabilities
$(2.0)$(1.0)$(0.6)
Derivatives designated as cash flow hedges
The following table summarizes the pre-tax gains (losses) recorded in AOCI for derivatives designated in cash flow hedging relationships as of May 2, 2026, January 31, 2026 and May 3, 2025:
(in millions)May 2, 2026January 31, 2026May 3, 2025
Foreign currency contracts$(0.5)$(0.6)$(0.4)
Commodity contracts32.6 35.8 — 
Gains (losses) recorded in AOCI$32.1 $35.2 $(0.4)
The following tables summarize the effect of derivative instruments designated as cash flow hedges on OCI and the condensed consolidated statements of operations for the 13 weeks ended May 2, 2026 and May 3, 2025:
Foreign currency contracts
13 weeks ended
(in millions)Statement of operations captionMay 2, 2026May 3, 2025
(Losses) gains recorded in AOCI, beginning of period$(0.6)$0.4 
Current period losses recognized in OCI— (0.9)
Losses reclassified from AOCI to net income
Cost of sales (1)
0.1 0.1 
Losses recorded in AOCI, end of period$(0.5)$(0.4)
Commodity contracts
13 weeks ended
(in millions)Statement of operations captionMay 2, 2026May 3, 2025
Gains recorded in AOCI, beginning of period$35.8 $— 
Current period losses recognized in OCI(0.9)— 
Gains reclassified from AOCI to net income
Cost of sales (1)
(2.3)— 
Gains recorded in AOCI, end of period$32.6 $— 
(1)    Refer to the condensed consolidated statements of operations for total amounts of each financial statement caption impacted by cash flow hedges.
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There were no discontinued cash flow hedges during the 13 weeks ended May 2, 2026 and May 3, 2025 as all forecasted transactions are expected to occur as originally planned. As of May 2, 2026, based on current valuations, the Company expects approximately $30.3 million of net pre-tax derivative gains to be reclassified out of AOCI into earnings within the next 12 months.
Derivatives not designated as cash flow hedges
The following table summarizes the gains (losses) recognized from the Company’s derivatives instruments not designated as cash flow hedges within other operating expense, net in the condensed consolidated statements of operations for the 13 weeks ended May 2, 2026 and May 3, 2025:
13 weeks ended
(in millions)May 2, 2026May 3, 2025
Foreign currency contracts
$(0.6)$5.2 
13. Fair value measurement
The estimated fair value of Signet’s financial instruments held or issued to finance the Company’s operations is summarized below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposition nor do they indicate Signet’s intent or ability to dispose of the financial instrument. Assets and liabilities that are carried at fair value are required to be classified and disclosed in one of the following three categories:
Level 1—quoted market prices in active markets for identical assets and liabilities
Level 2—observable market based inputs or unobservable inputs that are corroborated by market data
Level 3—unobservable inputs that are not corroborated by market data
The Company determines fair value based upon quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. The methods used by the Company to determine fair value on an instrument-specific basis as of May 2, 2026, January 31, 2026 and May 3, 2025 are detailed below:
May 2, 2026January 31, 2026May 3, 2025
(in millions)Carrying ValueLevel 1Level 2Carrying ValueLevel 1Level 2Carrying ValueLevel 1Level 2
Assets:
US Treasury securities
$5.4 $5.4 $— $5.4 $5.4 $— $5.3 $5.3 $— 
Foreign currency contracts
0.2 — 0.2 0.7 — 0.7 — — — 
Commodity contracts11.5 — 11.5 26.8 — 26.8 — — — 
Total assets
$17.1 $5.4 $11.7 $32.9 $5.4 $27.5 $5.3 $5.3 $— 
Liabilities:
Foreign currency contracts
$(0.2)$— $(0.2)$(0.4)$— $(0.4)$(0.6)$— $(0.6)
Commodity contracts(1.8)— (1.8)(0.6)— (0.6)— — — 
Total liabilities$(2.0)$— $(2.0)$(1.0)$— $(1.0)$(0.6)$— $(0.6)
Investments in US Treasury securities are based on quoted market prices for identical instruments in active markets, and therefore were classified as Level 1 measurements in the fair value hierarchy. The fair value of derivative financial instruments has been determined based on market value equivalents on the balance sheet dates, taking into account the current interest rate environment and foreign currency forward rates or commodity forward rates, and therefore were classified as Level 2 measurements in the fair value hierarchy. See Note 12 for additional information related to the Company’s derivatives.
The carrying amounts of cash and cash equivalents, other current assets, accounts payable, accrued expenses and other current liabilities, and income taxes approximate fair value because of the short-term maturity of these amounts.
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14. Warranty reserve
Certain brands within the North America reportable segment provide a product lifetime diamond guarantee as long as six-month inspections are performed and certified by an authorized store representative. Provided the customer has complied with the six-month inspection policy, the Company will replace, at no cost to the customer, any stone that chips, breaks or is lost from its original setting during normal wear. The Company estimates the warranty accrual based on the lag of actual claims experience and the costs of such claims, inclusive of labor and material. A similar product lifetime guarantee is also provided on color gemstones. The warranty reserve for diamond and gemstone guarantees, included in accrued expenses and other current liabilities and other liabilities - non-current, is as follows:
13 weeks ended
(in millions)May 2, 2026May 3, 2025
Warranty reserve, beginning of period$34.2 $39.0 
Warranty expense (credit)2.0 (0.6)
Utilized (1)
(2.0)(2.2)
Warranty reserve, end of period
$34.2 $36.2 
(1)     Includes impact of foreign exchange translation.
(in millions)May 2, 2026January 31, 2026May 3, 2025
Disclosed as:
Accrued expenses and other current liabilities$8.8 $8.8 $9.5 
Other liabilities - non-current25.4 25.4 26.7 
Total warranty reserve
$34.2 $34.2 $36.2 
15. Other operating expense, net
The following table provides the components of other operating expense, net for the 13 weeks ended May 2, 2026 and May 3, 2025:
13 weeks ended
(in millions)May 2, 2026May 3, 2025
Restructuring and related charges (1)
$(7.5)$(19.0)
Asset impairments (1)
(1.5)(3.2)
Other(1.0)(2.5)
Other operating expense, net$(10.0)$(24.7)
(1)     See Note 16 for additional information.
16. Restructuring
During the first quarter of Fiscal 2026, the Company announced its new corporate strategy, Grow Brand Love. In connection with this strategic transformation, the Company has reorganized its brand structure and certain functional areas primarily within its North America reportable segment, and the Company is optimizing its store fleet by exiting underperforming stores and repositioning stores from declining venues (the “Plan”). As a result of the Plan, the Company expects to incur restructuring and related costs, primarily consisting of severance and other employee-related costs, contract termination costs, and store closure costs, including inventory write-downs, asset disposals and asset impairment charges.
During the 13 weeks ended May 2, 2026 and May 3, 2025, restructuring and related charges of $7.5 million and $19.0 million, respectively, were recognized, primarily related to severance and other employee-related costs, as well as store closure costs. The Company had accrued restructuring charges related to the Plan of $6.3 million as of May 2, 2026 (January 31, 2026 and May 3, 2025: $10.2 million and $18.2 million, respectively), primarily for severance, which are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.
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The following table summarizes the restructuring and related charges incurred for the Plan, which are recorded within other operating expense, net in the condensed consolidated statements of operations for the 13 weeks ended May 2, 2026 and May 3, 2025, as well as the cumulative amount incurred under the Plan through May 2, 2026:
13 weeks endedCumulative amount
(in millions)May 2, 2026May 3, 2025May 2, 2026
Employee-related costs$2.7 $18.2 $25.4 
Store closure and other costs4.8 0.8 8.6 
Total Plan expenses$7.5 $19.0 $34.0 
The following table summarizes the activity related to Plan liabilities for Fiscal 2027:
(in millions)Employee-related costsStore closure
and other costs		Total
Balance at January 31, 2026$10.2 $— $10.2 
Payments and other adjustments(7.4)(4.0)(11.4)
Charged to expense2.7 4.8 7.5 
Balance at May 2, 2026$5.5 $0.8 $6.3 
In addition to the charges described above, the Company incurred $32.7 million of inventory write-down charges during the 13 weeks ended May 2, 2026. These charges are associated with the planned disposal of inventory in connection with the discontinuance of James Allen and Rocksbox as separately operated brands and the decommissioning of their respective websites as these brands are transitioned to collections within remaining brands as part of the initiatives under the Plan. These charges are recorded within cost of sales in the condensed consolidated statements of operations. The Company also incurred $1.5 million and $3.2 million of asset impairment charges during the 13 weeks ended May 2, 2026 and May 3, 2025, respectively, as a result of the Plan. These charges were incurred primarily for store assets, which are recorded within other operating expense, net in the condensed consolidated statements of operations. The cumulative amount of asset impairment charges incurred under the Plan total $18.2 million through May 2, 2026.
Total estimated costs related to the Plan are expected to range from approximately $90 million to $100 million, including approximately $55 million to $60 million of estimated non-cash charges primarily for inventory write-downs, asset disposals and impairments. The Company expects the Plan will be substantially completed by the end of Fiscal 2027.
17. Supplier finance program
The Company entered into a supplier finance program during Fiscal 2024. Under this program, a financial intermediary acts as the Company’s paying agent with respect to accounts payable due to certain suppliers. The Company agrees to pay the financial intermediary the stated amount of the confirmed invoices from the designated suppliers on the original maturity dates of the invoices. The supplier finance program enables Company suppliers to be paid by the financial intermediary earlier than the due date on the applicable invoice. The Company negotiates payment terms directly with its suppliers for the purchase of goods and services. No guarantees or collateral are provided by the Company under the supplier finance program. As of May 2, 2026, the Company had $7.8 million of confirmed invoices outstanding under the supplier finance program (January 31, 2026 and May 3, 2025: $9.0 million and $8.6 million, respectively). All activity related to the supplier finance program is included in accounts payable in the condensed consolidated balance sheets and within operating activities in the condensed consolidated statements of cash flows.
18. Commitments and contingencies
Legal proceedings
The Company is routinely a party to various legal proceedings arising in the ordinary course of business. These legal proceedings primarily include employment-related and commercial claims. The Company does not believe that the outcome of any such legal proceedings currently pending against the Company would have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations.
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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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Table of Contents
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 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 in Fiscal 2027 into: brand distinction; unlocking portfolio value; and strengthening our operating model. The Grow Brand Love strategy is further described in the Purpose and Strategy section within Item 1 of Signet’s Fiscal 2026 Annual Report on Form 10-K filed with the SEC on March 19, 2026.
Overall performance - First quarter Fiscal 2027
Signet’s total sales increased by 0.8% during the first quarter of Fiscal 2027 compared to the same period in Fiscal 2026. The Company saw positive same stores sales growth of 1.8% during the quarter, with low single-digit growth in bridal and fashion, and stronger growth in watches and services. This growth was impacted by a one point drag from the James Allen brand. Merchandise average unit retail (“AUR”) grew across all categories as well, particularly in bridal. During the first quarter of Fiscal 2027, AUR was up 5.1% in the North America reportable segment and up 3.4% in the International reportable segment compared to the first quarter of Fiscal 2026. Same store sales in the International reportable segment were up 5.6% in the first quarter.
Refer to the “Results of Operations” section below for additional information on performance during the first quarter of Fiscal 2027.
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Fiscal 2027 Outlook
The Company anticipates same store sales in the range of down 0.75% to up 2.5% for Fiscal 2027. This range is driven by the performance during the first quarter and momentum thus far in the second quarter, despite a low single-digit decline in square footage due to anticipated store closures. The Company will also exclude the James Allen and Blue Nile 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 in May. 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 value and further strengthening its operating model. The Company is sharpening its go-to-market strategy for each of its four largest brands, and we will be taking actions to improve the customer experience, both in-store and online. This includes website redesigns to define brand identities, shifting toward social-first storytelling to better connect with younger and more diverse audiences and improving the efficiency of its media investments. The Company is also continuing to make progress in unlocking portfolio value with the transition of James Allen within Blue Nile, the centralization of diamond sourcing across all North America brands and further back office integrations.
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 were 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. In February 2026, the US Supreme Court struck down certain tariffs implemented in April 2025 under the International Emergency Economic Powers Act (“IEEPA”). While U.S. Customs and Border Protection has been actively reviewing and processing refund requests following the Supreme Court ruling, management has not currently forecasted any significant impacts from 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 uncertain.
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, including from higher oil and gas prices. As previously discussed, Signet operates quality control and technology centers in Israel, and to date, these operations have not been impacted by the geopolitical conflicts 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, 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 of Signet’s Fiscal 2026 Annual Report on Form 10-K.
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RESULTS OF OPERATIONS
Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026
First Quarter
Fiscal 2027Fiscal 2026
(in millions)
$% of sales$% of sales
Merchandise sales$1,352.4 87.0 %$1,350.3 87.6 %
Service sales201.2 13.0 191.3 12.4 
Total sales1,553.6 100.0 1,541.6 100.0 
Cost of sales(997.1)(64.2)(942.8)(61.2)
Gross margin556.5 35.8 598.8 38.8 
Selling, general and administrative expenses(509.6)(32.8)(526.0)(34.1)
Other operating expense, net(10.0)(0.6)(24.7)(1.6)
Operating income36.9 2.4 48.1 3.1 
Interest income, net3.6 0.2 0.8 0.1 
Other non-operating income (expense), net 0.3 — (3.3)(0.2)
Income before income taxes40.8 2.6 45.6 3.0 
Income taxes(9.1)(0.6)(12.1)(0.8)
Net income$31.7 2.0 %$33.5 2.2 %
Same store sales calculation methodology revision
Beginning in Fiscal 2027, the Company has revised its method for determining same store sales. 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. Sales from stores that have been open for less than 12 months are excluded from the comparison until their 12-month anniversary. 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.
Prior to Fiscal 2027, the Company included accounting adjustments related to the deferral of revenue from the Company’s extended service plans. In the revised calculation, the sale of extended service plans will be fully included in the period of customer purchase. This aligns with the way management internally evaluates sales from extended service plans and provides a more representative indicator of trends in sales of these plans period over period.
The table below presents the quarterly and year-to-date same store sales results for Fiscal 2026 calculated in the same manner as same store sales will be calculated for Fiscal 2027. Such figures will be reflected as the Company’s historical same store sales results in the future. This change does not affect the same store sales calculation for the International reportable segment.
North America
reportable segment		Total
Signet
Fiscal 2026As
Reported		As
Revised		As
Reported		As
Revised
13 weeks ended May 3, 20252.3 %2.7 %2.5 %2.7 %
13 weeks ended August 2, 20252.0 %2.5 %2.0 %2.4 %
26 weeks ended August 2, 20252.2 %2.6 %2.2 %2.6 %
13 weeks ended November 1, 20253.0 %3.3 %3.0 %3.4 %
39 weeks ended November 1, 20252.4 %2.8 %2.5 %2.8 %
13 weeks ended January 31, 2026(0.9)%(0.7)%(0.7)%(0.5)%
52 weeks ended January 31, 20261.2 %1.5 %1.3 %1.6 %
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First quarter sales
Signet's total sales increased 0.8% year over year to $1.55 billion in the 13 weeks ended May 2, 2026. Same store sales increased 1.8% compared to the prior year first quarter. These increases reflect sales growth across all categories and the majority of brands and growth in offered collections. AUR grew 4.5% compared to the prior year first quarter partially attributable to strength in the higher-end consumer and better performance at higher price points. These increases were negatively impacted by underperformance in the James Allen brand.
E-commerce sales in the first quarter of Fiscal 2027 were $322.1 million, down $16.6 million or 4.9%, compared to $338.7 million in the prior year first quarter. This decrease was primarily due to the underperformance of the James Allen brand. E-commerce sales accounted for 20.7% of first quarter sales, a decrease compared to 22.0% of total sales in the prior year first quarter. Brick and mortar same store sales increased 3.8% from the prior year first quarter.
The breakdown of the first quarter sales performance by reportable segment is set out in the table below:
Change from previous year
First Quarter of Fiscal 2027
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
1.6 %(0.8)%0.8 %0.1 %0.9 %$1,463.0 
International reportable segment5.6 %(0.8)%4.8 %4.4 %9.2 %87.5 
Other reportable segment (1)
nmnmnmnmnm3.1 
Signet1.8 %(1.3)%0.5 %0.3 %0.8 %$1,553.6 
(1)    Includes sales from Signet’s diamond sourcing operation.
nm Not meaningful.
North America sales
The North America reportable segment’s total sales were $1.46 billion compared to $1.45 billion in the prior year quarter, or an increase of 0.9%. Same store sales increased 1.6% compared to the prior year first quarter. These increases reflect the focus on the four largest brands across all categories, as well as growth in services. The improved assortment across the bridal and fashion categories drove strong AUR growth of 5.1% compared to the prior year first quarter. The number of units sold decreased 4.5% year over year. The overall increase was negatively impacted by the underperformance of the James Allen brand as noted above.
International sales
The International reportable segment’s total sales increased 9.2%, or 4.8% at constant exchange rates, to $87.5 million compared to $80.1 million in the prior year quarter. The number of units sold increased 1.5% and AUR increased 3.4% year over year. Same store sales increased 5.6% compared to the prior year first quarter. The increase in total sales at constant exchange rates was slightly lower than the increase in same store sales due to store closures.
Gross margin
In the first quarter of Fiscal 2027, gross margin was $556.5 million, or 35.8% of sales, compared to $598.8 million, or 38.8% of sales, in the prior year quarter. Gross margin decreased in total dollars and as a percentage of sales for the 13 weeks ended May 2, 2026 primarily reflecting merchandise margin decline due to increases in gold prices, accelerated melt particularly from trade-in and clearance product, as well as inventory write-down charges of $32.7 million related to the decommissioning of the James Allen and Rocksbox websites.
Selling, general and administrative expenses (“SG&A”)
In the first quarter of Fiscal 2027, SG&A was $509.6 million, or 32.8% of sales, compared to $526.0 million, or 34.1% of sales, in the prior year quarter. The decrease in SG&A as a percentage of sales was driven by the previous year’s reorganization of the operating model and ongoing spend discipline.
Other operating expense, net
In the first quarter of Fiscal 2027, other operating expense was $10.0 million, compared to $24.7 million in the prior year quarter. The 13 weeks ended May 2, 2026 primarily included restructuring and asset impairment charges of $9.0 million related to the actions under the Company’s Grow Brand Love strategy. The 13 weeks ended May 3, 2025 primarily included restructuring and asset impairment charges of $22.2 million. See Note 15 and Note 16 for additional information.
Operating income
For the first quarter of Fiscal 2027, operating income was $36.9 million, or 2.4% of sales, compared to $48.1 million, or 3.1% of sales, in the prior year quarter. The decrease in operating income was primarily driven by inventory write-down charges, accelerated scrap and lower merchandise margins, partially offset by stronger sales performance.
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North America operating income
In the first quarter, operating income in the North America reportable segment was $60.4 million, or 4.1% of segment sales, and includes $39.5 million of restructuring and related charges, including inventory write-down charges of $32.7 million, and $1.5 million of asset impairment charges related to long-lived assets. In the prior year quarter, operating income in the North America reportable segment was $83.0 million, or 5.7% of segment sales, and included $10.9 million of restructuring and related charges and $3.2 million of asset impairment charges related to long-lived assets.
International operating income
In the first quarter, operating loss in the International reportable segment was $6.6 million, or (7.5)% of segment sales. In the prior year quarter, operating loss in the International reportable segment was $7.0 million, or (8.7)% of segment sales.
Corporate and unallocated expenses
In the first quarter, corporate and unallocated expenses were $13.5 million, compared to $24.0 million in the prior year quarter. The decrease was driven primarily by lower restructuring and related charges in the current year quarter. Corporate and unallocated expenses included restructuring and related charges of $0.7 million in the first quarter of Fiscal 2027, compared to $8.1 million in the prior year quarter.
Interest income, net
In the first quarter of Fiscal 2027, net interest income was $3.6 million compared to $0.8 million in the prior year quarter. The increase in net interest income for the current year quarter was the result of higher invested cash balances generating interest when compared with the prior year quarter.
Income taxes
In the first quarter of Fiscal 2027, income tax expense was $9.1 million, with an effective tax rate (“ETR”) of 22.3%, compared to income tax expense of $12.1 million, with an ETR of 26.5%, in the prior year comparable period. The ETR for the first quarter of Fiscal 2027 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).
The ETR for the first quarter of Fiscal 2026 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 in the 13 weeks ended May 3, 2025, including the tax shortfall for share-based compensation which vested during the year of $0.8 million.
Refer to Note 8 for additional information.
NON-GAAP MEASURES
The discussion and analysis of Signet’s results of operations, financial condition and liquidity contained in this Quarterly Report on Form 10-Q are based upon the condensed consolidated financial statements of Signet which are prepared in accordance with GAAP and should be read in conjunction with Signet’s condensed consolidated financial statements and the related notes included in Item 1. 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 condensed 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)May 2, 2026January 31, 2026May 3, 2025
Cash and cash equivalents$602.8 $874.8 $264.1 
Less: Long-term debt
— — — 
Net cash$602.8 $874.8 $264.1 
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2. Free cash flow
Free cash flow is a non-GAAP measure defined as the net cash used in operating activities less capital expenditures. Management considers this metric to be helpful in understanding how the business is generating cash from its operating and investing activities that can be used to meet the financing needs of the business. Free cash flow is an indicator frequently used by management to measure the efficiency of converting operating income to cash, as well as evaluate its overall liquidity needs and determine appropriate capital allocation strategies. Free cash flow does not represent the residual cash flow available for discretionary purposes.
13 weeks ended
(in millions)May 2, 2026May 3, 2025
Net cash used in operating activities$(144.7)$(175.3)
Capital expenditures(24.5)(36.6)
Free cash flow
$(169.2)$(211.9)
3.     Earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA
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. Reviewed in conjunction with net income and operating income, management believes that EBITDA and adjusted EBITDA 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 disclosed periodically in investor materials and other Company filings with the SEC, including annually in the Company’s Form 10-K.
13 weeks ended
(in millions)May 2, 2026May 3, 2025
Net income$31.7 $33.5 
Income taxes
9.1 12.1 
Interest income, net(3.6)(0.8)
Depreciation and amortization
34.7 37.0 
Amortization of unfavorable contracts
— (0.5)
EBITDA
$71.9 $81.3 
Other non-operating (income) expense, net(0.3)3.3 
Share-based compensation
7.5 7.0 
Other accounting adjustments
Restructuring and related charges (1)
40.2 19.0 
Asset impairments (1)
1.5 3.2 
Adjusted EBITDA
$120.8 $113.8 
(1)    Restructuring and related charges and asset impairment charges during the 13 weeks ended May 2, 2026 and May 3, 2025 were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Restructuring and related charges during the 13 weeks ended May 2, 2026 include $32.7 million of inventory write-downs related to the planned disposal of inventory in connection with the discontinuance of James Allen and Rocksbox as separately operated brands and the decommissioning of their respective websites. See Note 16 for additional information.
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.
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13 weeks ended
(in millions)May 2, 2026May 3, 2025
Operating income$36.9$48.1
Restructuring and related charges (1)
40.219.0
Asset impairments (1)
1.53.2
Adjusted operating income$78.6$70.3
Operating margin2.4 %3.1 %
Adjusted operating margin5.1 %4.6 %
(1)    Restructuring and related charges and asset impairment charges during the 13 weeks ended May 2, 2026 and May 3, 2025 were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. Restructuring and related charges during the 13 weeks ended May 2, 2026 includes $32.7 million of inventory write-downs related to the planned disposal of inventory in connection with the discontinuance of James Allen and Rocksbox as separately operated brands and the decommissioning of their respective websites. See Note 16 for additional information.
5.     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 the relevant statutory tax rate to each item. The income tax items represent the discrete amount that affected the diluted EPS during the period.
13 weeks ended
May 2, 2026May 3, 2025
Diluted EPS$0.78 $0.78 
Restructuring and related charges (1)
1.00 0.46 
Asset impairments (1)
0.04 0.07 
Tax impact of items above(0.26)(0.13)
Adjusted diluted EPS$1.56 $1.18 
(1)    Restructuring and related charges and asset impairment charges during the 13 weeks ended May 2, 2026 and May 3, 2025 were incurred primarily as a result of the Company’s Grow Brand Love strategy initiatives. See Note 16 for additional information.
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 May 2, 2026, the Company had $602.8 million of cash and cash equivalents and no outstanding borrowings on the ABL. The available borrowing capacity on the ABL was $1.1 billion as of May 2, 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 in Fiscal 2026 and has planned for capital expenditures of up to $180 million in Fiscal 2027, reflecting primarily investments in new stores and renovations as described above, as well as additional digital and technology advancements.
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Maintain conservative balance sheet
The Company had no outstanding debt as of May 2, 2026 or May 3, 2025. The Company has the $1.2 billion ABL, expiring in August 2029, with the option to increase the size of the ABL by up to an additional $600 million. There were no borrowings under the ABL during the 13 weeks ended May 2, 2026 and May 3, 2025. Available borrowing capacity under the ABL was $1.1 billion as of May 2, 2026.
Cash and cash equivalents at May 2, 2026 were $602.8 million compared to $264.1 million as of May 3, 2025. The increase year over year was primarily driven by cash flow from operations, resulting from stronger performance and working capital efficiency during the past year. 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.
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 (see non-GAAP measures as defined in Item 7 of the Signet’s Fiscal 2026 Annual Report on Form 10-K).
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 has repurchased $82.7 million of common shares to date in Fiscal 2027, with $435.2 million of shares authorized for repurchase remaining as of May 2, 2026. See Note 5 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.
As of May 2, 2026, January 31, 2026 and May 3, 2025, the Company was in compliance with all debt covenants.
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 2027 and Fiscal 2026:
13 weeks ended
(in millions)May 2, 2026May 3, 2025
Net cash used in operating activities$(144.7)$(175.3)
Net cash used in investing activities(23.9)(36.6)
Net cash used in financing activities(102.6)(137.3)
Decrease in cash and cash equivalents$(271.2)$(349.2)
Cash and cash equivalents at beginning of period
$874.8 $604.0 
Decrease in cash and cash equivalents(271.2)(349.2)
Effect of exchange rate changes on cash and cash equivalents
(0.8)9.3 
Cash and cash equivalents at end of period
$602.8 $264.1 
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Operating activities
Net cash used in operating activities was $144.7 million during the 13 weeks ended May 2, 2026 compared to $175.3 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 partially offset by higher payments for income taxes and incentive compensation. The significant movements in operating cash flows are further described below:
•Net income was $31.7 million compared to net income of $33.5 million in the prior year period, a decrease of $1.8 million. This slight decrease was a result of lower gross merchandise margins partially offset by lower SG&A and restructuring charges compared to prior year.
•The change in current income taxes was a use of $34.3 million in the current period compared to a use of $7.5 million in the prior year. The current year use was primarily the result of net income tax payments of $44.7 million, compared to net income tax payments of $16.2 million in the prior year period.
•Cash used by inventory was $41.6 million, compared to a use of $56.1 million in the prior year, reflecting seasonal replenishment of inventories following the fourth quarter of both fiscal years, and showed improvement year over year due to lower inventory levels, despite increases in gold prices and tariffs.
•Cash used by accounts payable was $79.8 million compared to a use of $187.5 million in the prior year period. Accounts payable is historically a use of cash in the first quarter, as the Company pays down invoices due from prior Holiday Season and Valentine’s Day merchandise purchases. The lower use in the current year is due to timing of purchases and payments compared to the prior year.
•Cash used by accrued expenses and other liabilities was $64.0 million, compared to a use of $5.4 million in the prior year period. The difference compared to the prior year comparable period is primarily due to payments for incentive compensation.
Investing activities
Net cash used in investing activities for the 13 weeks ended May 2, 2026 was $23.9 million compared to a use of $36.6 million in the prior year period. Cash used in Fiscal 2027 was primarily related to capital expenditures of $24.5 million, compared to $36.6 million in Fiscal 2026. Capital expenditures are associated with new stores, remodels of existing stores, and capital investments in digital and information technology. Signet has planned Fiscal 2027 capital expenditures of up to $180 million.
Stores opened and closed in the 13 weeks ended May 2, 2026:
January 31, 2026Openings Closures May 2, 2026
North America segment (1)
2,329—(21)2,308
International segment (1)
253—(2)251
Signet
2,582—(23)2,559
(1)    The net change in selling square footage for Fiscal 2027 for the North America and International segments was (0.4%) and (0.7%), respectively.
Financing activities
Net cash used in financing activities for the 13 weeks ended May 2, 2026 was $102.6 million, consisting of the repurchase of $82.7 million of common shares, common share dividends paid of $13.0 million and payments for withholding taxes related to the settlement of the Company’s share-based compensation awards of $6.9 million.
Net cash used in financing activities for the 13 weeks ended May 3, 2025 was $137.3 million, primarily consisting of the repurchase of $117.4 million of common shares, common share dividends paid of $12.6 million and payments for withholding taxes related to the settlement of the Company’s share-based compensation awards of $7.3 million.
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 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.
CRITICAL ACCOUNTING ESTIMATES
The preparation of these condensed consolidated financial statements, in conformity with US GAAP and SEC regulations for interim reporting, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reported periods. On an ongoing basis, management evaluates its accounting policies, estimates and judgments. Estimates and assumptions are primarily made in relation to the valuation of inventories, deferred revenue, employee compensation,
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income taxes, contingencies, leases, asset impairments for goodwill, indefinite-lived intangible and long-lived assets and the depreciation and amortization of long-lived assets. Management bases the estimates and judgments on historical experience and various other factors believed to be reasonable under the circumstances. Actual results may differ from these estimates.
While there have been no material changes to the critical accounting policies and estimates disclosed in Signet’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed with the SEC on March 19, 2026, the Company continues to monitor the risk of impairment related to the Diamonds Direct reporting unit as well as the Blue Nile, James Allen, Diamonds Direct and Piercing Pagoda trade names. During Fiscal 2026, the Company determined that quantitative assessments were required for these reporting units and indefinite-lived intangible assets. Based on the most recent quantitative assessments, the fair value of the Diamonds Direct reporting unit and the Piercing Pagoda and Blue Nile trade names exceeded their carrying values by approximately 17%, 10% and 16%, respectively, while the James Allen and Diamonds Direct trade names approximate their estimated fair values of $2 million and $104 million, respectively. The impairment charge related to the James Allen trade name was driven primarily by the decline in long-term cash flow projections of 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. The impairment charges related to the Diamonds Direct trade name were driven primarily by reevaluated sales growth projections which negatively affected the fair value estimates compared to previous valuations.
Management noted uncertainties exist related to the macroeconomic environment in the US and abroad, including energy prices, tariffs, oil and gas prices, 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 or 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 in Fiscal 2026.
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. Future economic conditions or operating performance, such as declines in sales or increases in discount rates, could differ from those projected by management in its most recent impairment tests for indefinite-lived intangible assets, including goodwill. This could impact our estimates of fair values and may result in future material impairment charges. See Note 11 of Item 1 for additional information.
ITEM 3. 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 also enters into derivative transactions to hedge a portion of forecasted merchandise purchases using commodity forward purchase contracts or options. 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. All derivative 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 held at several financial institutions. The amounts 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.
Signet’s market risk profile as of May 2, 2026 has not materially changed since January 31, 2026. The market risk profile as of January 31, 2026 is disclosed in Signet’s Annual Report on Form 10-K, filed with the SEC on March 19, 2026.
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ITEM 4. CONTROLS AND PROCEDURES
Management’s evaluation of disclosure controls and procedures
Signet’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by Signet in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The procedures are also designed to ensure that information is accumulated and communicated to management, including the Chief Executive Officer (principal executive officer) and Chief Operating and Financial Officer (principal financial officer), as appropriate to allow timely decisions to be made regarding required disclosure.
Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures in accordance with Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on such evaluation, the principal executive officer and principal financial officer have concluded that such disclosure controls and procedures were effective as of May 2, 2026.
Changes in internal control over financial reporting
There were no changes to the Company’s internal control over financial reporting during the first quarter of Fiscal 2027 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information regarding legal proceedings is incorporated by reference from Note 18 of the Condensed Consolidated Financial Statements set forth in Part I of this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 that was filed with the SEC on March 19, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Repurchases of equity securities
The following table contains the Company’s repurchases of common shares in the first quarter of Fiscal 2027:
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
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
February 1, 2026 to February 28, 2026 (2)
267,593 $94.16 267,593 $492,732,268 
March 1, 2026 to March 28, 2026 (2)
308,203 $89.21 308,203 $465,240,684 
March 29, 2026 to May 2, 2026 (2)
336,570 $89.11 336,570 $435,247,675 
Total
912,366 $90.62 912,366 $435,247,675 
(1)    The average price paid per share excludes commissions paid of $13,859 in connection with the repurchases made under the 2017 Share Repurchase Program.
(2)    Includes shares repurchased under two 10b5-1 Trading Plans adopted by the Company under the 2017 Share Repurchase Program entered into for the periods between January 5, 2026 through March 17, 2026 and April 27, 2026 through June 1, 2026, respectively, to repurchase up to $90 million of common shares under each 10b5-1 Plan pursuant to a trading grid at prices ranging from $85 to $120 per share.

ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the first quarter of Fiscal 2027, the following officer of the Company, as defined in Rule 16-1(f), adopted a Rule 10b5-1 Trading Arrangement (as defined in Item 408(a) of Regulation S-K) to sell common shares:

NameTitleAdoption Date
Expiration Date (1)
Maximum aggregate number of shares to be sold
Stash PtakChief Legal, Compliance and Risk OfficerApril 7, 2026April 6, 20274,000
(1)    The plan will expire on the date represented in the table or upon the earlier completion of all transactions contemplated under the arrangement.
The trading arrangement noted above is intended to satisfy the affirmative defense in Rule 10b5-1(c). No other directors or officers of the Company have adopted, modified, or terminated a Rule 10b5-1 Trading Arrangement or Non-Rule 10b5-1 Trading Arrangement (as each term is defined in Item 408(a) of Regulation S-K) during the first quarter of Fiscal 2027.
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ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Number
Description of Exhibits
10.1*†
31.1*
31.2*
32.1**
32.2**
101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Filed herewith.
**Furnished herewith.
†Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Signet Jewelers Limited
Date:
June 2, 2026By:/s/ Joan M. Hilson
Name:Joan M. Hilson
Title:Chief Operating and Financial Officer
(Principal Financial Officer)
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Exhibit 10.1
Signet Jewelers Limited
Second Amended and Restated 2018 Omnibus Incentive Plan

Performance Based Restricted Stock Unit
Award Notice


Grantee:            #ParticipantName#
    

Grant Date: #GrantDate#
Maximum
Achievable Units: Revenue: 200% of Revenue target units
Free Cash Flow: 200% of Free Cash Flow target units
Operating Margin Rate: 200% of Operating Margin Rate target units
        
Units: Revenue: #VestQuantity1#
Free Cash Flow: #VestQuantity2#
              Operating Margin Rate: #VestQuantity3#

Performance Cycle: The Performance Cycle for this award is Fiscal Years 2027 through 2029.

Vesting: The Performance Based Restricted Stock Units will vest
March 24, 2029 subject to the Committee’s prior certification
of performance goals pursuant to Section 2 of the Agreement.

    The Grantee agrees and acknowledges that the Performance Based Restricted Stock Units described herein are granted under and governed by the terms and conditions of the Performance Based Restricted Stock Unit Award Agreement, dated as of the Grant Date (the “Agreement”) and the Signet Jewelers Limited Second Amended and Restated 2018 Omnibus Incentive Plan (as may be amended, the “Plan”), both of which are hereby incorporated by reference and together with the Notice constitute one document by signing or by providing electronic signature to this Performance Based Restricted Stock Unit Award Notice (the “Notice”). This Notice may be signed in counterparts, each of which shall be an original with the same effect as if signatures thereto and hereto were upon the same instrument.




GRANTEE


BY: __________________________
#ParticipantName#

SIGNET JEWELERS LIMITED


  BY: __________________________
     Name: Karen Cho
Title: Chief People Officer


Signet Jewelers Limited
Second Amended and Restated 2018 Omnibus Incentive Plan

Performance Based Restricted Stock Unit
Award Agreement

#GrantDate#

SECTION 1.    GRANT OF PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD.
(a)    Performance Based Restricted Stock Unit Award.
(i)    The Human Capital Management & Compensation Committee of the Board of Directors (the “Committee”) of Signet Jewelers Limited (the “Company”) hereby grants, pursuant to the terms and conditions set forth in the Notice, this Agreement (as defined below) and the Signet Jewelers Limited Second Amended and Restated 2018 Omnibus Incentive Plan (as may be amended, the “Plan”), to the Grantee set forth on the applicable Performance Based Restricted Stock Unit Award Notice (the “Notice”) on the date set forth on such Notice (such date, the “Grant Date”), restricted stock units (the “Units”) of the Company, in an amount set forth on the Notice.
(ii)    Each Unit represents an unfunded, unsecured promise of the Company to deliver to the Grantee one share, par value USD $0.18 per share, of the Company (a “Share”), subject to the vesting and other restrictions, terms and conditions set forth in the Plan and this Agreement, including the Performance-Based Vesting Terms and Conditions contained in Exhibit A (collectively, the “Agreement”). 
(iii)    In lieu of a purchase price, this award is made in consideration of Service previously rendered by the Grantee to the Signet Group.



SECTION 2.    VESTING AND FORFEITURE.
(a)    Vesting.
(i)    Subject to the provisions of this Agreement, the Units awarded under this Agreement shall vest on the later of (A) the date when the Committee certifies (I) the extent to which the Company’s performance results have satisfied the performance criteria set forth in Exhibit A (“Performance Goals”) over the Performance Cycle set forth in the Notice (the “Performance Cycle”) and (II) the corresponding number of Units that have been earned and vested as a result of the achievement of such Performance Goals during such Performance Cycle, as set forth in Exhibit A hereto, and (B) the three-year anniversary of the Grant Date (the “Final Anniversary Date”) (the later of such date, the “Vesting Date”), subject to the Grantee’s Service on such Vesting Date. No Units shall be payable in Shares prior to such Vesting Date, despite the Company having achieved, to any extent, the Performance Goals set forth in Exhibit A or in any subsequent schedule added to this Agreement. Any Units that are eligible to be earned based on achievement of the Performance Goals during the Performance Cycle, but do not so vest, shall be forfeited.
(ii)    The Committee certification described in paragraph (a)(i) of this Section 2 shall occur as soon as practicable after the end of the Performance Cycle. The Committee may make adjustments to Performance Goals as may be described in Exhibit A hereto and in Section 3.2 and 15.1 of the Plan as the Committee deems appropriate and equitable in a manner consistent with the Plan. The Committee also may, in its discretion, accelerate the vesting of all or any portion of the Units upon any termination of Service during the Grant Period (defined below).
(b)    Termination of Service. Except to the extent otherwise provided in this Section 2(b), Section 2(c) or Section 2(d), or unless the Committee determines otherwise, if the Grantee’s Service terminates prior to the Vesting Date, all Units that are unvested at the time of such termination shall be forfeited and canceled immediately without consideration.
(i)    If, following the six-month anniversary of the Grant Date, Grantee’s Service terminates due to death, a Pro Rata Portion of the Units shall vest as of the date of termination of Service, provided that if the Grantee’s death occurs after the end of the Performance Cycle but prior to the Vesting Date, such vesting shall occur on the Vesting Date and will be based on actual performance during such Performance Cycle.
(ii)    If, following the six-month anniversary of the Grant Date, Grantee’s Service terminates due to Disability, a Pro Rata Portion of the Units shall vest as of the date of termination of Service, provided that if the Grantee’s Disability occurs after the end of the Performance Cycle but prior to the Vesting Date, such vesting will shall occur on the Vesting Date and be based on actual performance during such Performance Cycle.
(iii)    If, following the six-month anniversary of the Grant Date, Grantee’s Service terminates due to Retirement, Full vesting of the unvested Units shall vest as of


scheduled vesting dates, provided that if the Grantee’s Retirement occurs after the end of the Performance Cycle but prior to the Vesting Date, such vesting will shall occur on the Performance Determination Date/Vesting Date and be based on actual performance during such Performance Cycle.
(c)    Change of Control. Upon the consummation of a Change of Control, the Committee shall provide for the treatment of the Units as provided in subparagraphs (i) or (ii) below:
(i)    The CoC Pro Rata Portion (defined below) of the Units shall vest as of the date of the Change of Control, unless the Committee determines, in its sole discretion, to provide that an amount greater than the CoC Pro Rata Portion shall vest as of the date of the Change in Control. Any remaining Units granted hereunder that do not vest shall automatically be forfeited for no consideration. “CoC Pro Rata Portion” shall represent a portion based on the number of days elapsed in the Grant Period as of the date of the Change of Control and the achievement of the Performance Goals during such period, with the Performance Goals also pro-rated to measure actual performance with respect the shortened period and is calculated as the product of (A) a fraction, the numerator of which is the number of calendar days that have elapsed during the Grant Period through and including the date of the Change of Control and the denominator of which is the number of calendar days in the Grant Period, and (B) the CIC Vesting Percentage (defined in Exhibit A); or
(ii)    the Grantee shall receive a Replacement Award (defined below), which may be this Agreement, modified to reflect the requirements of a Replacement Award, or may be a new award, in which case this Agreement shall be canceled and replaced by such new award. “Replacement Award” shall mean a restricted stock unit award relating to publicly traded equity securities of the Company (or its successor or Parent following the Change of Control) with a Fair Market Value no less than the Fair Market Value of the product of the Units multiplied by the CIC Vesting Percentage, and which award shall (A) fully vest as of the Final Anniversary Date, subject solely to the Grantee’s continued Service through such date, (B) provide for the same Pro Rata Portion vesting upon a termination of Service due to death or Disability as provided in this Agreement (which shall not take into account any performance and shall be solely based on the number of days elapsed in the Grant Period), (C) fully vest upon the Grantee’s earlier termination of Service by the Company without Cause, and (D) contain other terms and conditions no less favorable than those of this Agreement. Whether an award to the Grantee constitutes a Replacement Award shall be determined by the Committee (as constituted immediately before the Change of Control) in its sole discretion.
(d)    Termination Protection Agreement (if applicable). Notwithstanding anything to the contrary in this Agreement, if the Grantee is a party to a Termination Protection Agreement or other employment agreement providing similar protections with Sterling Jewelers Inc. or one of its Affiliates in the Signet Group (the “TPA”) upon the Grantee’s termination of Service, then the TPA shall govern the treatment of the Units upon a termination of the Grantee’s Service (which may refer to and continue to apply the terms contained in this Agreement).


SECTION 3.    DEFINITIONS.
(a)    Capitalized terms not defined herein shall have the same meaning as in the Plan.
(b)    For purposes of this Agreement:
(i)    “Business” shall mean the operation of a retail jewelry business that sells to the public jewelry, watches and associated services including through e-commerce.
(ii)    “Cause” shall have the meaning set forth in the Grantee’s TPA in effect at the time such event that would constitute “Cause” occurs or, if no such TPA exists or if there is no definition of “Cause” or like term contained in such agreement, then “Cause” shall mean (A) fraud, embezzlement, gross insubordination on the part of the Grantee or any act of moral turpitude or misconduct (which misconduct adversely affects the business or reputation of any member of the Signet Group) by the Grantee; (B) conviction of, or the entry of a plea of no contest by, the Grantee for any offence or felony under any state or United States federal law; (C) a material breach of, or the willful failure or refusal by the Grantee to perform and discharge, his or her duties, responsibilities or obligations under this Agreement and any other agreement relating to the Grantee’s provision of Service to any member of the Signet Group; or (D) any other misconduct that would constitute cause pursuant to any state or United States federal law.
(iii)    “Disability” shall mean, that the administrator of the Company’s long-term disability plan has determined that the Participant is eligible for long-term disability benefits by reason of any medically determination physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
(iv)    “Retirement” shall mean termination of the Grantee’s Service with the Signet Group on or following the Grantee’s sixtieth (60th) birthday with at least five (5) years of Service or such earlier date as provided in a written agreement between a member of the Signet Group and the Grantee (excluding such termination at a time when the Signet Group may terminate the Grantee for Cause as determined by the Committee).
(v)    “Grant Period” shall mean the period beginning on the Grant Date and ending on the Final Anniversary Date.
(vi)    “Pro Rata Portion” shall mean a fraction, the numerator of which shall be the number of calendar days that have elapsed during the Grant Period prior to the Grantee’s termination of Service, and the denominator of which shall be the number of calendar days in the Grant Period.
(vii)    “Service” has the meaning set forth the Plan and does not include any period beyond the Grantee’s last day of active work, including any period during which the Grantee is in receipt of non-working notice, pay in lieu of notice, severance pay or any


other monies on account of the termination of employment (except to the minimum extent required by minimum employment standards laws).
(viii)    “Signet Group” shall mean the Company, together with its Affiliates and Subsidiaries.
SECTION 4.     SETTLEMENT OF UNITS.
(a)    Time and Method of Settlement.
(i)    Subject to the terms of the Plan and this Agreement (to the extent it would not cause a violation of Section 409A (as defined below)), each vested Unit shall be settled on or within seventy (70) days following (A) the Vesting Date, or, (2) if earlier, the applicable date of vesting provided for in Sections 2(b) through (d) or the last sentence of Section 2(a)(ii). In the event of payment as a result of Section 2(c)(i), such payment may be subject to the terms and conditions of the agreement providing for such Change of Control, so long as such terms and conditions do not cause a violation of Section 409A.
(ii)    Vested Units shall be converted into an equivalent number of Shares that will be distributed to the Grantee (or the Grantee’s legal representative), unless the Company elects to settle the Vested Units in cash. The Company may at its election either (A) at the time of settlement, issue a certificate representing the Shares subject to this Agreement, or (B) not issue any certificate representing Shares subject to this Agreement and instead document the Grantee’s interest in the Shares by registering the Shares with the Company’s transfer agent (or another custodian selected by the Company) in book-entry form. The Company may provide a reasonable delay in the issuance or delivery of vested Shares as it determines appropriate to address tax withholding and other administrative matters, so long as such delay does not cause a violation of Section 409A. In lieu of any fractional Share being issued to the Grantee, the Grantee shall be entitled to receive a cash payment equal to the value of such fractional Share, determined based on the Fair Market Value of a Share on the date such fraction Share would have otherwise been issued.
(b)    Withholding Requirements.  Unless otherwise provided by the Committee, the Company shall have the power and the right to deduct or withhold automatically from any amount deliverable pursuant to settlement of the Units or otherwise, or require Grantee to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the settlement of the Units; provided, further, that with respect to any required withholding, Grantee may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction.



SECTION 5.    RESTRICTIVE COVENANTS
(a)    Confidentiality; Ownership of Developments
(i)    In consideration for the receipt of Units pursuant to this Agreement, the Grantee hereby covenants and agrees that during the term of the Grantee’s Service and for all time thereafter, the Grantee shall keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the Business or future business of the Company and/or of any of the Subsidiaries or Affiliates of the Company, any trade secrets, confidential or proprietary information and documents or materials owned, developed or possessed by or for the Company or any of the Subsidiaries or Affiliates of the Company pertaining to the Business or future business of the Company or any of the Subsidiaries or Affiliates of the Company; provided that such information referred to in this Section 4(a) shall not include information that is or has become generally known to the public or the jewelry trade without violation of this Section 4.
(ii)    In consideration for the receipt of Units pursuant to this Agreement, the Grantee acknowledges that all developments, including, without limitation, inventions (patentable or otherwise), discoveries, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, data, documentation, writings and applications thereof (collectively, “Works”) relating to the Business or future business of the Company or any of the Subsidiaries or Affiliates of the Company that, alone or jointly with others, the Grantee may create, make, develop or acquire during the term of Grantee’s Service with the Company or any of its Subsidiaries or Affiliates (collectively, the “Developments”) are works made during the course of employment and shall remain the sole and exclusive property of the Company and its Subsidiaries and Affiliates and the Grantee hereby assigns to the Company all of Grantee’s rights, title and interest in and to all such Developments and Grantee shall take any action reasonably necessary to achieve the foregoing result. Notwithstanding any provision of this Agreement to the contrary, “Developments” shall not include any Works that do not relate to the Business or planned business of the Company or any of the Subsidiaries or Affiliates of the Company.
(iii)    The Grantee is hereby notified, in accordance with the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), that: (i) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; (ii) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (iii) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.  Notwithstanding anything herein to the contrary, nothing in this Agreement


shall: (i) prohibit the Grantee from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation; or (ii) require notification or prior approval by the Company of any reporting described in clause (i).
(iv)    The Grantee further understands that this Agreement does not limit the Grantee’s ability to communicate with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company.  This Agreement also does not limit the Grantee’s right to receive an award for information provided to any Government Agency.
(b)     Covenants Not to Solicit and Not to Compete. In consideration for the receipt of the Units pursuant to this Agreement, the Grantee hereby covenants and agrees that Grantee shall not, directly or indirectly, without the prior written consent of the Company:
    (i) during Grantee’s Service with the Company or any of its Subsidiaries or
Affiliates and for a period of one year commencing upon termination of the Grantee’s Service, solicit, entice, persuade or induce any employee, consultant, agent or independent contractor of the Company or of any of the Subsidiaries or Affiliates of the Company to terminate his or her Service with the Company or such Subsidiary or Affiliate, to become employed by any person, firm or corporation other than the Company or such Subsidiary or Affiliate or approach any such employee, consultant, agent or independent contractor for any of the foregoing purposes; or
    (ii) during Grantee’s Service with the Company or any of its Subsidiaries or
Affiliates and for a period of one year commencing upon termination of the Grantee’s Service, directly or indirectly own, manage, control, invest or participate in any way in, consult with or render services to or for any person or entity (other than for the Company or any of the Subsidiaries or Affiliates of the Company) which is materially engaged in the Business (“materially” meaning deriving more than 25% of its revenue from the sale of jewelry and watches per year as of the applicable date); provided that the Grantee shall be entitled to own up to 1% of any class of outstanding securities of any company whose common stock is listed on a national securities exchange or included for trading on the NASDAQ Stock Market.
(c)     Specific Performance. The Grantee acknowledges that the services to be rendered by the Grantee are of a special, unique and extraordinary character and, in connection with such services, the Grantee will have access to confidential information vital to the Business or future business of the Company and the Subsidiaries and Affiliates of the Company. By reason of this, the Grantee consents and agrees that if the Grantee violates any of the provisions of this Section 4, the


Company and the Subsidiaries and Affiliates of the Company would sustain irreparable injury and that monetary damages will not provide adequate remedy to the Company and that the Company shall be entitled to have this Section 4 specifically enforced by any court having equity jurisdiction. Nothing contained herein shall be construed as prohibiting the Company or any of the Subsidiaries or Affiliates of the Company from pursuing any other remedies available to it for such breach or threatened breach, including, without limitation, the recovery of damages from the Grantee without requirements for posting a bond.
(d)    Survival. The provisions of this Section 4 shall survive the expiration or termination of this Agreement and the Grantee’s Service, irrespective of the reason for any termination.
SECTION 6.    MISCELLANEOUS PROVISIONS.
(a)    Securities Laws. The Grantee acknowledges and agrees that any sale or distribution of the Shares issued in settlement of the Units granted pursuant to this Agreement may be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has become effective and is current with regard to the Shares being sold, or (ii) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution. The Grantee hereby consents to such action as the Committee deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates or book-entries evidencing Shares issued pursuant to the settlement of the Units granted pursuant to this Agreement and delivering stop transfer instructions to the Company’s stock transfer agent.
(b)    Additional Restrictions. The issuance or delivery of any stock certificates or book-entries representing Shares issued pursuant to the settlement of the Units granted pursuant to this Agreement may be postponed by the Committee for such period as may be required to comply with any applicable requirements under the federal, national or state securities laws, any applicable listing requirements of any national securities exchange or national securities association, and any applicable requirements under any other law, rule or regulation applicable to the issuance or delivery of such Shares, and the Company shall not be obligated to deliver any such Shares to the Grantee if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority, any national securities exchange or national securities association. All payments or delivery of Shares under this Agreement shall be subject to the written policies of the Board, including any policy relating to the claw back of compensation and the Code for Securities Transactions, as they exist from time to time.
(c)    Grantee Undertaking. The Grantee agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on either the Grantee or upon the Units or the Shares issued pursuant to the settlement of the Units granted pursuant to the provisions of this Agreement.


(d)    Rights as a Shareholder. Neither the Grantee nor the Grantee’s representative shall have any rights as a shareholder with respect to Units until the Grantee or the Grantee’s representative receives the Shares, if any, issued upon settlement of the Units.
(e)    Tenure. Nothing in the Agreement or Plan shall confer upon the Grantee any right to continue in Service with the Signet Group for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or the Signet Group) or of the Grantee, which rights are hereby expressly reserved by each, to terminate his or her Service with the Signet Group at any time and for any reason, with or without Cause.
(f)    Notification. Except as permitted by Section 5(m) hereof, any notification required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon receipt following deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. A notice shall be addressed to the Company (attention: Corporate Secretary) at its principal executive office and to the Grantee at the address that he or she most recently provided in writing to the Company.
(g)    Entire Agreement. Subject to the immediately following sentence, this Agreement, together with the Notice and the Plan (each of which is herein incorporated by reference) and, as applicable, the TPA constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof, provided that they shall not supersede any other agreement containing restrictive covenants to which the Grantee is party. In the event that the terms of this Agreement and the Plan are in conflict, the terms of the Plan shall govern.
(h)     Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.
(i)    Successors and Assigns; No Transfer. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Grantee, the Grantee’s assigns and the legal representatives, heirs and legatees of the Grantee’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof. The Units shall not be transferable or assignable by the Grantee except in the event of his or her death (subject to the applicable laws of descent and distribution) and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.
(j)    Adjustment of Award. Any adjustments to the Units issued pursuant to this Agreement (or the Shares underlying such Units) shall be made in accordance with the terms of the Plan.
(k)    Governing Law. This Agreement shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Agreement to the substantive law of another jurisdiction.


(l)    Compliance with Section 409A of the Code. The Company intends that the Units be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that there are no adverse tax consequences, interest, or penalties as a result of the payments. Notwithstanding the Company’s intention, in the event the Units are subject to Section 409A, the Committee may, in its sole discretion, take the actions described in Section 12.1 of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under the Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six-month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of the Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”
(m)     Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to any awards granted under the Plan by electronic means or to request the Grantee’s consent to participate in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.




Exhibit A
Performance-Based Vesting Terms and Conditions
Maximum
Achievable Units:    200% of Units

Units:     Revenue: #VestQuantity1#
                               Free Cash Flow: #VestQuantity2#
    Operating Margin Rate: #VestQuantity3#
 
Performance Cycle:     The Performance Cycle for this award is Fiscal Years 2027 (ending January 30, 2027) through 2029 (ending February 3, 2029)

1.    Vesting Schedule. Subject to the provisions of this Agreement, including, but not limited to, any provisions related to forfeiture, the number of Units earned based on the achievement of the Performance Goals set forth in this Exhibit A as of the end of the Performance Cycle shall vest and become payable in Shares on the Vesting Date.

2.    Performance Goals. The Units earned will be calculated based upon the applicable Performance Level (defined below) achieved for the Performance Cycle with respect to the following Performance Goals:

    (a)    Revenue for purposes of this Agreement, is the Company’s cumulative consolidated revenue included within the Company’s consolidated financial statements for the fiscal years 2027, 2028, and 2029.

    (b)    Free Cash Flow for purposes of this Agreement, is the Company’s net cash provided by operating activities less purchases of property, plant, and equipment. The data for the calculation of cumulative Free Cash Flow will be derived from the Company’s consolidated financial statements for the fiscal years 2027, 2028, and 2029.

    (c)    Operating Margin Rate for purposes of this Agreement, is the Company’s adjusted operating income as a percentage of total sales. The data for the calculation of Operating Margin Rate will be derived from the Company’s consolidated financial statements for the fiscal years 2027, 2028, and 2029. Achievement will be based on the average of the annual Operating Margin Rates achieved in each of the three fiscal years.


Each Performance Goal applies to the following portion of the Units that may be earned (the “Revenue Units”, “Free Cash Flow Units” and “Operating Margin Rate Units”):



Performance Goal
Percentage of the Units that May Be Earned Based on Achievement of Performance Goal
Number of Units that May Vest Based on Performance Goal
(Target)
Maximum Achievable Units that May Vest Based on Performance Goal
(Maximum)
Revenue
25%
#VestQuantity1#
Target Units x Max %
Free Cash Flow
50%
#VestQuantity2#
Target Units x Max %
Operating Margin Rate
25%
#VestQuantity3#
Target Units x Max %

Revenue
As of the Vesting Date, the percentage of the Revenue Units that shall vest (the “Revenue Vesting Percentage”) is based on the actual attainment of Revenue (“Performance Level”) over the Performance Cycle as follows:    
Revenue Performance Level
(in $Millions)		Revenue Vesting Percentage
$22,336 or greater
200% (“Maximum”)
$21,272
100% (“Target”)
$20,208
50% (“Threshold”)
Below $20,2080%

If the actual achievement of the Performance Level during the Performance Cycle falls between the levels shown, then the Revenue Vesting Percentage will be determined by linear interpolation between the two points, as applicable.

In the event of a Change of Control prior to the end of the Performance Cycle, the Revenue Performance Level and resulting Revenue Vesting Percentage may be calculated on a pro-rated basis to measure performance achieved from the first day of the Performance Cycle through and including the date of the Change of Control (the “CIC Performance Period”). For purposes of such calculation with respect to Revenue:
The “CIC Vesting Percentage” is calculated by, subject to the sole discretion of the Committee as set forth in Section 2(c)(i):

    (1)    Multiplying the Revenue Performance Levels set forth in the table above by a fraction, the numerator of which is the number of calendar days that have elapsed during the CIC Performance Period and the denominator of which is the number of calendar days in the CIC Performance Period, and


    (2)    Measuring the actual achievement of Revenue relative to the Performance Levels calculated in clause (1) over the CIC Performance Period to determine the corresponding Revenue Vesting Percentage.

Free Cash Flow
As of the Vesting Date, the percentage of the Free Cash Flow Units that shall vest (the “Free Cash Flow Vesting Percentage”) is based on the actual attainment of Free Cash Flow (“Performance Level”) measured over the Performance Cycle as follows:    
Free Cash Flow Performance Level
(in $Millions)		Free Cash Flow Vesting Percentage
$1,846 or greater
200% (“Maximum”)
$1,605
100% (“Target”)
$1,364
50% (“Threshold”)
Below $1,3640%

If the Performance Level during the Performance Cycle falls between the levels shown, then the Free Cash Flow Vesting Percentage will be determined by linear interpolation between the two points, as applicable.

In the event of a Change of Control prior to the end of the Performance Cycle, the Free Cash Flow Performance Level and resulting Free Cash Flow Vesting Percentage may be calculated on a pro-rated basis to measure performance achieved from the first day of the Performance Cycle through and including the date of the Change of Control (the “CIC Performance Period”). For purposes of such calculation with respect to Free Cash Flow:
The “CIC Vesting Percentage” is calculated by, subject to the sole discretion of the Committee as set forth in Section 2(c)(i):
    (1)    Multiplying the Free Cash Flow Performance Levels set forth in the table above by a fraction, the numerator of which is the number of calendar days that have elapsed during the CIC Performance Period and the denominator of which is the number of calendar days in the CIC Performance Period, and
    (2)    Measuring the actual achievement of Free Cash Flow relative to the Performance Levels calculated in clause (1) over the CIC Performance Period to determine the corresponding Free Cash Flow Vesting Percentage. Free Cash Flow




Operating Margin Rate
As of the Vesting Date, the percentage of the Operating Margin Rate Units that shall vest (the “Operating Margin Rate Vesting Percentage”) is based on the actual attainment of Operating Margin Rate Flow (“Performance Level”) measured based on an average of the Operating Margin Rates in each of the three fiscal years in the Performance Cycle as follows:    
Operating Margin Rate Performance Level
Operating Margin Rate Vesting Percentage
10.4% or greater
200% (“Maximum”)
9.1%
100% (“Target”)
7.7%
50% (“Threshold”)
Below 7.7%0%

If the Performance Level during the Performance Cycle falls between the levels shown, then the Operating Margin Rate Vesting Percentage will be determined by linear interpolation between the two points, as applicable.

In the event of a Change of Control prior to the end of the Performance Cycle, the Operating Margin Rate Performance Level and resulting Operating Margin Rate Flow Vesting Percentage may be calculated on a pro-rated basis to measure performance achieved from the first day of the Performance Cycle through and including the date of the Change of Control (the “CIC Performance Period”). For purposes of such calculation with respect to Operating Margin Rate:
The “CIC Vesting Percentage” is calculated by, subject to the sole discretion of the Committee as set forth in Section 2(c)(i):
    (1)    Multiplying the Operating Margin Rate Performance Levels set forth in the table above by a fraction, the numerator of which is the number of calendar days that have elapsed during the CIC Performance Period and the denominator of which is the number of calendar days in the CIC Performance Period, and
    (2)    Measuring the actual achievement of Operating Margin Rate relative to the Performance Levels calculated in clause (1) over the CIC Performance Period to determine the corresponding Operating Margin Rate Vesting Percentage.
Sample Calculation (for illustrative purposes only)
Each Performance Goal applies to the following portion of the Units that may be earned (the “Revenue Units”, “Free Cash Flow Units”, and “Operating Margin Units”:



Performance Goal
Percentage of the Units that May Be Earned Based on Achievement of Performance Goal
Number of Units that May Vest Based on Performance Goal
(Target)
Maximum Achievable Units that May Vest Based on Performance Goal
(Maximum)
Revenue
25%
250
500
Free Cash Flow
50%
500
1,000
Operating Margin Rate
25%
250
500

For this illustration assume the following:
(a) that the percentage of the Revenue Units that shall vest (the “Revenue Vesting Percentage”) is based on the actual attainment of the Performance Goal and is determined based on linear interpolation to be 115%.
(b) that the percentage of the Free Cash Flow Units that shall vest (the “Free Cash Flow Vesting Percentage”) is based on the actual attainment of the Performance Goal and is determined based on linear interpolation to be 90%.
(c) that the percentage of the Operating Margin Rate Units that shall vest (the “Operating Margin Rate Vesting Percentage”) is based on the actual attainment of the Performance Goal and is determined based on linear interpolation to be 95%.

Calculation of Units Vested as of the Vesting Date if Grantee’s Service Continues as of Such Date

    (a)    Revenue:
•Revenue Metric Vesting Percentage: 115% (interpolation between Target of 100% and Maximum of 200%)
•Units Vested: 250 x 115% = 287.5 Units

(b)    Free Cash Flow:
•Free Cash Flow Metric Vesting Percentage: 90% (interpolation between Threshold of 50% and Target of 100%)
•Units Vested: 500 x 90% = 450 Units

c)    Operating Margin Rate:
•Operating Margin Rate Metric Vesting Percentage: 95% (interpolation between Threshold of 50% and Target of 100%)
•Units Vested: 250 x 95% = 237.5 Units

Total Units Vested to be Settled in Shares: 975 Units




3.    Limitations on Performance Awards; Adjustments. The maximum number of Units that may be earned under this Agreement shall not exceed two hundred percent (200%) of the Units. Notwithstanding anything to the contrary contained herein, pursuant to Section 3.2 and 15.1 of the Plan, the Committee shall have the sole discretion to adjust Awards either on a formula or discretionary basis, or any combination thereof, as the Committee determines.
Exhibit 31.1
CERTIFICATION
I, J.K. Symancyk, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Signet Jewelers Limited (the “Report”);
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this Report;
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
(d) Disclosed in this Report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: June 2, 2026
By:/s/ J.K. Symancyk
Name:
J.K. Symancyk
Title:Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION
I, Joan M. Hilson, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Signet Jewelers Limited (the “Report”);
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this Report;
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
(d) Disclosed in this Report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: June 2, 2026
By:/s/ Joan M. Hilson
Name:Joan M. Hilson
Title:Chief Operating and Financial Officer
(Principal Financial Officer)
Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, J.K. Symancyk, as Chief Executive Officer of Signet Jewelers Limited (the “Company”), hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) the accompanying Quarterly Report on Form 10-Q for the period ended May 2, 2026, as filed with the US Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 2, 2026
By:/s/ J.K. Symancyk
Name:
J.K. Symancyk
Title:Chief Executive Officer
(Principal Executive Officer)
Exhibit 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Joan M. Hilson, as Chief Operating and Financial Officer of Signet Jewelers Limited (the “Company”), hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) the accompanying Quarterly Report on Form 10-Q for the period ended May 2, 2026, as filed with the US Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 2, 2026
By:/s/ Joan M. Hilson
Name:Joan M. Hilson
Title:Chief Operating and Financial Officer
(Principal Financial Officer)