10q10k10q10k.net

What changed in LuxExperience B.V.'s 20-F — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of LuxExperience B.V.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+764 added−603 removedSource: 20-F (2025-10-30) vs 20-F (2024-09-12)

Top changes in LuxExperience B.V.'s 2025 20-F

764 paragraphs added · 603 removed · 374 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

163 edited+204 added−52 removed261 unchanged
Biggest changeIf we are not successful in remediating our internal control over financial reporting or our disclosure controls and procedures are not effective or if another material weakness arises in the future, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in the value of our securities.
Biggest changeIf we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business and prospects could be adversely affected. 39 Table of Contents We have identified material weaknesses in our internal control over financial reporting, and if we are not successful in remediating our internal control over financial reporting or if additional material weaknesses arise in the future, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in the value of our securities.
We believe our ability to compete depends on many factors within and beyond our control, including: ● attracting new customers and retaining existing customers; ● enhancing our relationships with existing customers; ● attracting customers from our brand partners’ increasing online offerings and capabilities; ● converting online viewing to online purchases; ● further developing our data analytics capabilities; ● maintaining favorable brand recognition and effectively marketing our services to customers; 9 Table of Contents ● the amount, diversity and quality of brands and merchandise that we or our competitors offer; ● the price at which we are able to offer our merchandise; ● maintaining and growing our market share; ● price fluctuations or demand disruptions of our brand partners or other third-party vendors; ● inventory management; ● the speed and cost at which we can deliver merchandise to our customers and the ease with which they can use our services to return merchandise; and ● anticipating and quickly responding to changing fashion trends and customer shopping preferences.
We believe our ability to compete depends on many factors within and beyond our control, including: ● attracting new customers; ● retaining and enhancing our relationships with existing customers; ● attracting customers from our brand partners’ increasing online offerings and capabilities; ● converting online viewing to online purchases; ● further developing our data analytics capabilities; ● maintaining favorable brand recognition and effectively marketing our services to customers; 7 Table of Contents ● the amount, diversity and quality of brands and merchandise that we or our competitors offer; ● the price at which we are able to offer our merchandise; ● maintaining and growing our market share; ● price fluctuations or demand disruptions of our brand partners or other third-party vendors; ● inventory management; ● the speed and cost at which we can deliver merchandise to our customers and the ease with which they can use our services to return merchandise; and ● anticipating and quickly responding to changing fashion trends and customer shopping preferences.
If one or more of these brand partners were to (i) limit the supply of merchandise made available to us, (ii) increase the supply of merchandise made available to our competitors, (iii) increase the supply of merchandise made available to their own proprietary retail stores and websites or significantly increase the number of their proprietary retail stores, or (iv) cease the distribution of their merchandise to us, our business, net sales, earnings and profitability could be adversely affected.
If one or more of our brand partners were to (i) limit the supply of merchandise made available to us, (ii) increase the supply of merchandise made available to our competitors, (iii) increase the supply of merchandise made available to their own proprietary retail stores and websites or significantly increase the number of their proprietary retail stores, or (iv) cease the distribution of their merchandise to us, our business, net sales, earnings and profitability could be adversely affected.
Any of the foregoing may allow our competitors to acquire a larger and more lucrative customer base or generate net sales from their existing customer bases more effectively than we do and, as a result, may have an adverse impact on our results of operations.
Any of the foregoing may allow our competitors to acquire a larger and more lucrative customer base or generate net sales from their existing customer bases more effectively than we do and, as a result, may have an adverse impact on our business and results of operations.
We depend on the success of our advertising efforts. If we fail to acquire new customers through our marketing effort in a cost-effective manner or at all we may not be able to increase net sales or maintain profitability. Our success depends on the success of our marketing efforts in acquiring customers in a cost-effective manner.
We depend on the success of our advertising efforts. If we fail to acquire new customers through our marketing efforts in a cost-effective manner or at all we may not be able to increase net sales or maintain profitability. Our success depends on the success of our marketing efforts in acquiring customers in a cost-effective manner.
Adverse economic changes could reduce customer confidence, and thereby could negatively affect our results of operations. A reduction in customer spending or disposable income may affect us more significantly than companies in other industries and companies with a more diversified product offering.
Adverse economic changes could reduce customer confidence, and thereby could negatively affect our business and results of operations. A reduction in customer spending or disposable income may affect us more significantly than companies in other industries and companies with a more diversified product offering.
The failure of one or more of these brand partners to supply their products to us on a timely basis, or at all, or at the prices we expect, may have a material adverse effect on our business, financial condition and results of operations.
The failure of one or more of our brand partners to supply their products to us on a timely basis, or at all, or at the prices we expect, may have a material adverse effect on our business, financial condition and results of operations.
Any errors or vulnerabilities discovered in our code after release could result in damage to our reputation, loss of customers, disruption to our operations, decline of net sales or liability for damages, any of which could adversely affect our business, financial conditions, result of operations and prospects.
Any errors or vulnerabilities discovered in our code after release could result in damage to our reputation, loss of customers, disruption to our operations, decline of net sales or liability for damages, any of which could adversely affect our business, financial conditions, results of operations and prospects.
We cannot be certain that additional financing will be available from any of these sources when needed or, if available, will be on acceptable terms. Moreover, we may not benefit from our acquisitions in the manner or time frame we expect.
We cannot be certain that additional financing will be available from any of these sources when needed or, if available, will be on acceptable terms. Moreover, we may not benefit from our acquisitions or dispositions in the manner or time frame we expect.
We have also generated significant sales in foreign locations, principally the United Kingdom, the United States, China, South Korea, and the Middle East. Our brand partners may also be impacted by currency exchange rate fluctuations with respect to the purchase of fabric and other raw materials and could pass any such increased costs on to us.
We have also generated significant sales in foreign locations, principally the United Kingdom, the United States, United Arab Emirates, China, South Korea, and the Middle East. Our brand partners may also be impacted by currency exchange rate fluctuations with respect to the purchase of fabric and other raw materials and could pass any such increased costs on to us.
Our quarterly results of operations may fluctuate, which could cause the value of our securities price to decline. Our quarterly results of operations may fluctuate for a variety of reasons, many of which are beyond our control.
Our quarterly results of operations may fluctuate, which could cause the value of our securities to decline. Our quarterly results of operations may fluctuate for a variety of reasons, many of which are beyond our control.
In addition, any such restriction may require a write-down of the deferred tax assets in our consolidated financial statements to the extent we have any future tax loss carryforwards. This could negatively affect our financial position and results of operations. Furthermore, applicable tax laws may limit or restrict the ability to take current tax deductions for certain expenses.
In addition, any such restriction may require a write-down of the deferred tax assets in our consolidated financial statements to the extent we have any future tax loss carryforwards. This could negatively affect our financial condition and results of operations. Furthermore, applicable tax laws may limit or restrict the ability to take current tax deductions for certain expenses.
If we are not able to negotiate acceptable pricing and other terms with these entities, if they significantly increase their shipping charges or they experience performance problems, such as responses to adverse health developments, inflation or worker shortages or work stoppages, or other difficulties, it could negatively impact our results of operations and our customer experience.
If we are not able to renegotiate acceptable pricing and other terms with these entities, if they significantly increase their shipping charges or they experience performance problems, such as responses to adverse health developments, inflation or worker shortages or work stoppages, or other difficulties, it could negatively impact our results of operations and our customer experience.
A number of factors may increase our future effective tax rates, including: ● the jurisdictions in which profits are determined to be earned and taxed; ● the resolution of issues arising from any future tax audits with various tax authorities; 36 Table of Contents ● changes in the valuation of our deferred tax assets and liabilities; ● increases in expenses not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions; ● changes in the taxation of share-based compensation; ● changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles; and ● changes to the transfer pricing policies related to our structure.
A number of factors may increase our future effective tax rates, including: ● the jurisdictions in which profits are determined to be earned and taxed; ● the resolution of issues arising from any future tax audits with various tax authorities; ● changes in the valuation of our deferred tax assets and liabilities; ● increases in expenses not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions; ● changes in the taxation of share-based compensation; ● changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles; and ● changes to the transfer pricing policies related to our structure.
Upon reception of all goods within our distribution centers, the quality of the product is controlled and quality control problems could result in regulatory action, such as restrictions on importation, products of inferior quality or product stock outages or shortages, which could harm our sales and create inventory write-downs for unusable products.
Upon receipt of all goods within our distribution centers, the quality of the product is controlled and quality control problems could result in regulatory action, such as restrictions on importation, products of inferior quality or product stock outages or shortages, which could harm our sales and create inventory write-downs for unusable products.
In addition, the loss of one or more of our qualified personnel or the inability to promptly identify a suitable successor to a key role or the loss of any of our technicians could have an adverse effect on our business. For example, our chief executive officer and chief financial officer have unique and valuable experiences leading our company.
In addition, the loss of one or more of our qualified personnel or the inability to promptly identify a suitable successor to a key role or the loss of any of our technicians could have a material adverse effect on our business. For example, our chief executive officer and chief financial officer have unique and valuable experiences leading our company.
We may not be able to pass increased prices on to customers, which could adversely affect our business and financial condition. Certain of our key operating metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
We may not be able to pass increased prices on to customers, which could adversely affect our business, results of operations and financial condition. Certain of our key operating metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
Given that we operate globally, with customers in over 130 countries, we are exposed to many different local cultures, standards and policies. The business model we employ and the merchandise we currently offer may not have the same appeal to our various international customers, and purchasing behaviors may vary region to region.
Given that we operate globally, with customers in over 170 countries, we are exposed to many different local cultures, standards and policies. The business model we employ and the merchandise we currently offer may not have the same appeal to our various international customers, and purchasing behaviors may vary region to region.
In addition, ongoing trade restrictions between US and China may have a negative impact on us trading products made in one territory and selling it into the other territory. Incidents such as these may have an adverse effect on our business, financial condition and results of operations.
In addition, ongoing trade restrictions between the United States and China may have a negative impact on us trading products made in one territory and selling it into the other territory. Incidents such as these may have an adverse effect on our business, financial condition and results of operations.
Many of our products are manufactured in the People’s Republic of China. Commencing in 2018, as part of a series of trade-related disputes between the governments of the United States and the People’s Republic of China, the United States Government imposed punitive customs duties on Chinese merchandise imported into the United States, under section 301 of the U.S.
Some of our products are manufactured in the People’s Republic of China. Commencing in 2018, as part of a series of trade-related disputes between the governments of the United States and the People’s Republic of China, the United States Government imposed punitive customs duties on Chinese merchandise imported into the United States, under section 301 of the U.S.
For example, we currently maintain TikTok, Instagram, Facebook, Twitter, Pinterest, YouTube, Weibo, WeChat, and Naver accounts. As existing e-commerce and social media platforms continue to rapidly evolve and new platforms develop, we must continue to maintain a presence on these platforms and establish a presence on new or emerging popular social media platforms.
For example, we currently maintain TikTok, Instagram, Facebook, X (formerly Twitter), Pinterest, YouTube, Weibo, WeChat, and Naver accounts. As existing e-commerce and social media platforms continue to rapidly evolve and new platforms develop, we must continue to maintain a presence on these platforms and establish a presence on new or emerging popular social media platforms.
If we fail to continue to increase our net sales and grow our overall business, our business, financial condition, results of operations and prospects could be adversely affected. 16 Table of Contents We are also required to manage numerous relationships with various brand partners and other third parties.
If we fail to continue to increase our net sales and grow our overall business, our business, financial condition, results of operations and prospects could be adversely affected. 14 Table of Contents We are also required to manage numerous relationships with various brand partners and other third parties.
Labor is a significant portion of our cost structure and is subject to many external factors, including unemployment levels, prevailing wage rates, minimum wage laws, potential collective bargaining arrangements, health insurance costs and other insurance costs and changes in employment and labor legislation or other workplace regulation. A significant portion of our workforce is in Germany.
Labor is a significant portion of our cost structure and is subject to many external factors, including unemployment levels, prevailing wage rates, minimum wage laws, potential collective bargaining arrangements, health insurance costs and other insurance costs and changes in employment and labor legislation or other workplace regulation.
We may incur additional expenses and our reputation could be harmed if customers or potential customers believe that our merchandise does not meet their expectations, is not properly labeled or is damaged. 20 Table of Contents We are subject to payment-related risks.
We may incur additional expenses and our reputation could be harmed if customers or potential customers believe that our merchandise does not meet their expectations, is not properly labeled or is damaged. 18 Table of Contents We are subject to payment-related risks.
If we fail to manage our inventory effectively or negotiate favorable credit and return to vendor terms with third-party suppliers, we may be subject to a heightened risk of inventory obsolescence, a decline in inventory values, reduce margins and inventory write-downs or write-offs.
If we fail to manage our inventory effectively or negotiate favorable credit and return to vendor terms with third-party suppliers, we may be subject to a heightened risk of inventory obsolescence, a decline in inventory values, reduced margins and inventory write-downs or write-offs.
To the extent any of these events occur, our business and results of operations could be adversely affected. Any changes in our shipping arrangements or any interruptions in shipping could adversely affect our results of operations. We primarily rely on three major vendors for our shipping, DHL, FedEx, and UPS.
To the extent any of these events occur, our business and results of operations could be adversely affected. Any changes in our shipping arrangements or any interruptions in shipping could adversely affect our business, financial condition and results of operations. We primarily rely on three major vendors for our shipping, DHL, FedEx, and UPS.
Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us and our businesses, including those relating to the internet and ecommerce, such as geo-blocking and other geographically based restrictions, internet advertising and price display, economic and trade sanctions, coordination with suppliers and financial transactions.
Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us and our businesses, including those relating to the internet and e-commerce, such as geo-blocking and other geographically based restrictions, internet advertising and price display, economic and trade sanctions, coordination with suppliers and financial transactions.
In order to finance such acquisitions, we may require additional funds, and we may seek such funds through various sources, including debt and equity offerings, corporate collaborations, bank borrowings, arrangements relating to assets or other financing methods or structures.
In order to finance such acquisitions or strategic transactions, we may require additional funds, and we may seek such funds through various sources, including debt and equity offerings, corporate collaborations, bank borrowings, arrangements relating to assets or other financing methods or structures.
The recent war between Israel and Hamas may also disrupt or otherwise negatively impact manufacturing, delivery and supply chains at a global scale and may also have a material impact on business relationships with customers and investors in the region.
The ongoing war between Israel and Hamas may also disrupt or otherwise negatively impact manufacturing, delivery and supply chains at a global scale and may also have a material impact on business relationships with customers and investors in the region.
If we fail to generate repeat purchases or maintain high levels of customer engagement and average spend, our financial condition, results of operations and growth prospects could be adversely affected. In addition, for our most valued customers, we invest in hosting exclusive events, personal shoppers and in-person styling sessions in various international locations.
If we fail to generate repeat purchases or maintain high levels of customer engagement and average spend, our financial condition, results of operations and growth prospects could be adversely affected. 10 Table of Contents In addition, for our most valued customers, we invest in hosting exclusive events, personal shoppers and in-person styling sessions in various international locations.
In addition, any changes in service levels from our Hosting Providers may adversely affect our ability to meet our customers’ requirements. 24 Table of Contents Our increased reliance on cloud-based services may subject us to increased risk of slowdown or interruption as a result of integration with such services or failures by such third parties, which are out of our control.
In addition, any changes in service levels from our Hosting Providers may adversely affect our ability to meet our customers’ requirements. Our increased reliance on cloud-based services may subject us to increased risk of slowdown or interruption as a result of integration with such services or failures by such third parties, which are out of our control.
Net sales and results of operations are difficult to forecast because the purchasing behavior of our existing customers as well as our success in acquiring new customers may vary and is subject to global economic and health conditions. In addition, our historical growth rates, trends and other key performance metrics may not be meaningful predictors of future growth.
Net sales and results of operations are difficult to forecast because the purchasing behavior of our existing customers as well as our success in acquiring new customers may vary and is subject to global economic and customer sentiment conditions. In addition, our historical growth rates, trends and other key performance metrics may not be meaningful predictors of future growth.
These reasons include those described in these risk factors as well as the following: ● fluctuations in gross profit margin as a result of price competition with struggling or exiting competitors selling similar goods at deeply discounted prices; ● fluctuations in net sales generated from the brands on our sites, including as a result of shifts in overall sale seasons, changes in regional mix and changes in brand delivery patterns and timing; ● fluctuations in sales margin due to shifts in seasonal sales calendars or competitive behaviors; ● fluctuations in product mix; ● our ability to effectively manage our sites and new and existing brands; ● fluctuations in the levels of inventory; ● fluctuations in capacity as we expand our operations; ● our success in engaging existing customers and attracting new customers; ● the amount and timing of our operating expenses; ● the timing and success of new products and brands we introduce; ● the impact of competitive developments and our response to those developments; ● our ability to manage our existing business and future growth; ● disruptions or defects in our sites, such as privacy or data security breaches; and ● economic and market conditions, particularly those affecting our industry.
These reasons include those described in these risk factors as well as the following: ● fluctuations in gross profit margin as a result of price competition with struggling or exiting competitors selling similar goods at deeply discounted prices; ● fluctuations in net sales generated from the brands on our sites, including as a result of shifts in brand attractiveness perceptions, in overall sale seasons, changes in regional mix and changes in brand delivery patterns and timing; ● fluctuations in sales margin due to shifts in seasonal sales calendars or competitive behaviors; ● fluctuations in product mix; ● our ability to effectively manage our sites and new and existing brands; ● fluctuations in the levels of inventory and our ability to procure the desired level of merchandise from our brand partners; ● fluctuations in capacity as we expand our operations; ● our success in engaging existing customers and attracting new customers; ● the amount and timing of our operating expenses; ● the timing and success of new products and brands we introduce; ● the impact of competitive developments and our response to those developments; ● our ability to manage our existing business and future growth; ● disruptions or defects in our sites, such as privacy or data security breaches; and ● economic and market conditions, particularly those affecting our industry.
Those luxury goods export control restrictions, especially those adopted by the European Union, have the effect of prohibiting the export of many of our products from the European Union to customers in Russia and Belarus. The imposition of additional duties by the United States, and retaliatory actions taken by other countries, may result in a global trade war.
Those luxury goods export control restrictions, especially those adopted by the European Union, have the effect of prohibiting the export of many of our products from the European Union to customers in Russia and Belarus. ​ 35 Table of Contents The imposition of additional duties by the United States, and retaliatory actions taken by other countries, may result in a global trade war.
We have also outsourced portions of our distribution process, as well as certain technology-related functions, to third-party service providers. Specifically, we rely on third parties in a number of foreign countries and territories, and we rely on third parties for credit card processing, hosting and networking for our sites.
We have also outsourced portions of our distribution process, as well as certain technology-related functions, to third-party service providers. Specifically, we rely on third parties in a number of foreign countries and territories to provide distribution and fulfillment services, and we rely on third parties for credit card processing, hosting and networking for our sites.
The Data Security Law applies to a broad range of activities that involve “data” (not only personal or sensitive data). The evolving data security landscape and potential for heightened government enforcement actions could lead to compliance risks and increased costs in our operations in the PRC.
The Data Security Law applies to a broad range of activities that involve “data” (not only personal or sensitive data). 28 Table of Contents The evolving data security landscape and potential for heightened government enforcement actions could lead to compliance risks and increased costs in our operations in the PRC.
If we enter into a collective bargaining agreement with our employees, the terms could adversely affect our costs, efficiency and ability to generate acceptable returns on the affected operations. 32 Table of Contents Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages or limit our ability to operate our business.
If we enter into a collective bargaining agreement with our employees, the terms could adversely affect our costs, efficiency and ability to generate acceptable returns on the affected operations. Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages or limit our ability to operate our business.
Changes in weather patterns and an increased frequency, intensity and duration of extreme weather conditions could, among other things, adversely impact the cultivation of cotton, which is a key resource our brand partners use to make the products that we sell, disrupt our brand partners’ supply chain operations, increase the cost of our brand partners’ products and impact the types of products that customers purchase.
Changes in weather patterns and an increased frequency, intensity and duration of extreme weather conditions could, among other things, adversely impact the cultivation of cotton, which is a key resource our brand partners use to make the products that we sell, disrupt our own supply chain operations as well as our brand partners’ supply chain operations, increase the cost of our brand partners’ products and impact the types and seasons of products that customers purchase.
In the event our controls should fail or we are found to be not in compliance for other reasons, we could be subject to monetary damages, civil and criminal monetary penalties, withdrawal of business licenses or permits, a prohibition on our ability to supply certain Chinese-made or sourced products to customers in the U.S., litigation, and damage to our reputation and the value of our brand.
In the event our controls should fail or we are found to be not in compliance for other reasons, we could be subject to monetary damages, civil and criminal monetary penalties, withdrawal of business licenses or permits, a prohibition on our ability to supply certain Chinese-made or sourced products to customers in the United States, litigation, and damage to our reputation and the value of our brand.
As minimum wage rates increase or related laws and regulations change, we may need to increase not only the wage rates of our minimum wage employees, but also the wages paid to our other hourly or salaried employees. The minimum wage is set nationwide every two years for the following two years.
As minimum wage rates increase or related laws and regulations change, we may need to increase not only the wage rates of our minimum wage employees, but also the wages paid to our other hourly or salaried employees. In Germany, the minimum wage is set every two years for the following two years.
Although the market for luxury goods is less sensitive to economic downturns than markets for ordinary goods, purchases of merchandise by our customers are nonetheless discretionary, and therefore dependent upon the level of customer spending, particularly among affluent customers.
We sell luxury fashion merchandise. Although the market for luxury goods is less sensitive to economic downturns than markets for ordinary goods, purchases of merchandise by our customers are nonetheless discretionary, and therefore dependent upon the level of customer spending, particularly among affluent customers.
U.S. trade sanctions relate to transactions with designated foreign countries and territories, including Belarus, Cuba, Iran, North Korea, the Russian Federation, Syria, and the Crimea region of Ukraine and the occupied portions of the Donetsk and Luhansk regions of Ukraine as well as specifically targeted individuals and entities that are identified on U.S. and other blacklists, including especially numerous entities in Belarus, the Russian Federal and the People’s Republic of China, and entities owned by, or acting on behalf of, any of those sanctioned individuals or entities.
U.S. trade sanctions relate to transactions with designated foreign countries and territories, including Belarus, Cuba, Iran, North Korea, the Russian Federation, and the Crimea region of Ukraine and the occupied portions of the Donetsk and Luhansk regions of Ukraine as well as specifically targeted individuals and entities that are identified on U.S. and other restricted parties, including especially numerous entities in Belarus, the Russian Federation and the People’s Republic of China, and entities owned by, or acting on behalf of, any of those sanctioned individuals or entities.
If we experience significant increases in demand, or need to replace a significant amount of merchandise, there can be no assurance that additional supply will be available when required on terms that are acceptable to us, or at all, or that any brand supplier will allocate sufficient capacity to us in order to meet our requirements.
If we experience significant increases in demand, or need to replace a significant amount of merchandise, there can be no assurance that additional supply will be available when required on terms that are acceptable to us, or at all, or that any brand supplier or third party off-price supplier will allocate sufficient capacity to us in order to meet our requirements.
A failure to comply with current laws, rules and regulations related to internet, ecommerce and trade sanctions or changes to such laws, rules and regulations and other legal uncertainties may adversely affect our business, financial performance, results of operations or business growth.
A failure to comply with current laws, rules and regulations related to internet, e-commerce and trade sanctions or changes to such laws, rules and regulations and other legal uncertainties may adversely affect our business, financial performance, results of operations or business growth.
Any of these risks could be difficult to eliminate or manage and, if not addressed, could have an adverse effect on our business and results of operations. Our software is highly complex and may contain undetected errors.
Any of these risks could be difficult to eliminate or manage and, if not addressed, could have a material adverse effect on our business and results of operations. Our software is highly complex and may contain undetected errors.
Any adverse impact on our relationship with the limited number of brand partners from whom we generate a significant portion of our net sales could have a material adverse effect on our business and results of operations.
Any adverse impact on our relationship with the limited number of brand partners from whom we generate a significant portion of our net sales could have a material adverse effect on our business, financial condition, results of operations and prospects.
For example, we may not be able to close any announced acquisitions as anticipated due to execution risk, we may not be able to achieve desired synergies to reduce cost and we may not be able to expand into new markets or product categories as anticipated, etc.
For example, we may not be able to close any announced acquisition or disposition as anticipated due to execution risk, we may not be able to achieve desired synergies to reduce cost and we may not be able to expand into new markets or product categories as anticipated, etc.
Due to the international nature of our business, our success in the international markets may depend on a variety of factors, including: ● localization of our merchandise offerings, including translation into foreign languages and adaptation for local practices; ● navigating shipping and returns in a more fragmented geography; ● different customer demand dynamics, which may make our model and the merchandise we offer less successful elsewhere compared to the European Union; 22 Table of Contents ● competition from local incumbents that understand the local market and may operate more effectively; ● regulatory requirements, taxes, trade laws, trade sanctions and economic embargoes, tariffs, export quotas, custom duties or other trade restrictions or any unexpected changes thereto; ● laws and regulations regarding anti-bribery, anti-corruption, anti-trust and fair competition compliance or any changes to such laws or regulations; ● changes in a specific country’s or region’s political or economic conditions; and ● risks resulting from changes in currency exchange rates.
Due to the international nature of our business, our success in the international markets may depend on a variety of factors, including: ● localization of our merchandise offerings, including translation into foreign languages and adaptation for local practices; ● navigating shipping and returns in a more fragmented geography; ● different customer demand dynamics, which may make our model and the merchandise we offer less successful elsewhere compared to the European Union and significant fluctuations of customer sentiment across multiple countries and regions; ● competition from local incumbents that understand the local market and may operate more effectively; ● regulatory requirements, taxes, trade laws, trade sanctions and economic embargoes, tariffs, export quotas, custom duties or other trade restrictions or any unexpected changes thereto; ● laws and regulations regarding anti-bribery, anti-corruption, anti-trust and fair competition compliance or any changes to such laws or regulations; ● changes in a specific country’s or region’s political or economic conditions; and ● risks resulting from changes in currency exchange rates.
We accept payments using a variety of methods, including credit card, Mytheresa gift cards, debit card, PayPal, Alipay, and WeChat Pay, in addition to cash in our store, which subjects us to certain regulations and the risk of fraud, and we may in the future offer new payment options to customers that would be subject to additional regulations and risks.
We accept payments using a variety of methods, including credit card, Mytheresa gift cards, debit card, PayPal, Alipay and WeChat Pay, among others, as well as cash in our store, which subjects us to certain regulations and the risk of fraud, and we may in the future offer new payment options to customers that would be subject to additional regulations and risks.
Please also see “Cautionary Statement Regarding Forward-Looking Statements.” Risks Related to Our Business and Industry The online luxury sector is highly competitive and if we do not compete effectively, our results of operations could be adversely affected. The online luxury sector is highly competitive and fragmented.
Please also see “Special Note Regarding Forward-Looking Statements.” Risks Related to Our Business and Industry The online luxury sector is highly competitive and if we do not compete effectively, our results of operations could be adversely affected. The online luxury sector is highly competitive and fragmented.
Our business, including our costs and supply chain, is subject to risks associated with sourcing and warehousing. All the merchandise we offer on our sites is sourced directly from our brand partners, and as a result we may be subject to price fluctuations or supply disruptions.
Our business, including our costs and supply chain, is subject to risks associated with sourcing and warehousing. A substantial portion of the merchandise we offer on our sites is sourced directly from our brand partners, and as a result we may be subject to price fluctuations or supply disruptions.
In addition, the U.S. trade regulations prohibit the importation of products manufactured in whole or in part by entities in the Xinjiang Uyghur Autonomous Region (“XUAR”) of China. 26 Table of Contents Anti-corruption laws, including FCPA (U.S. Foreign Corrupt Practices Act of 1977) and the U.K.
In addition, the U.S. trade regulations prohibit the importation of products manufactured in whole or in part by certain entities in the Xinjiang Uyghur Autonomous Region (“XUAR”) of China. Anti-corruption laws, including FCPA (U.S. Foreign Corrupt Practices Act of 1977) and the U.K.
Therefore, we are exposed to the risk that our employees, consultants, agents, or other third parties working on our behalf, could make, offer, promise or authorize payments or other benefits in violation of anti-corruption laws and regulations, especially in response to demands or attempts at extortion.
Therefore, we are exposed to the risk that our business partners, consultants, agents, or other third parties working on behalf of us, our partners or suppliers, could make, offer, promise or authorize payments or other benefits in violation of anti-corruption laws and regulations, especially in response to demands or attempts at extortion.
If we are not able to develop and maintain positive relationships with our influencer and affiliate marketing partners, or if we or such partners are targets of negative publicity, including in connection with reactions to social or political events, such as the war in Ukraine, Hamas-Israel War, the Black Lives Matter movement or protests against the use of fur, on social media, our ability to promote and maintain awareness of our sites and brands and leverage social media platforms to drive customers to our sites may be adversely affected, which could have an adverse effect on our business, financial condition, results of operations and prospects.
If we are not able to develop and maintain positive relationships with our influencer and affiliate marketing partners, or if we or such partners are targets of negative publicity, including in connection with reactions to social or political events, such as the war in Ukraine, Hamas-Israel War, tariff wars, or protests against the use of fur, on social media, our ability to promote and maintain awareness of our sites and brands and leverage social media platforms to drive customers to our sites may be adversely affected, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
For example, we are required to register our trademark in China and have been subject to trademark infringement claims in China. Although we believe that these and similar claims are without merit, they may result in additional costs.
For example, we are required to register our trademark in China and with reference to “MY THERESA” we have been subject to trademark infringement claims in China. Although we believe that these and similar claims are without merit, they may result in additional costs.
For example, certain predecessors in interest were incorporated in Luxembourg, and the Luxembourg tax authorities may disagree with tax positions taken by those entities, including with regards to the transactions pursuant to which MYT Netherlands obtained ownership of MGG. Our subsidiaries and we are subject to tax audits by the respective tax authorities on a regular basis.
For example, certain predecessors in interest were incorporated in Luxembourg, and the Luxembourg tax authorities may disagree with tax positions taken by those entities, including with regards to the transactions pursuant to which LuxExperience B.V. obtained ownership of MGG. We and our subsidiaries are subject to tax audits by tax authorities on a regular basis.
In addition, under the curated platform model, we may be required by the brand partner to share customer data, subject to the customer’s active consent in compliance with GDPR and other privacy laws, which could result in a dilution of the customer relationship over time.
In addition, under the curated platform model, we may be required by the brand partner to share customer data, subject to the customer’s active consent in compliance with the EU General Data Protection Regulation (“GDPR”) and other privacy laws, which could result in a dilution of the customer relationship over time.
In particular, the job market in Munich, Germany, where our principal offices and fulfillment center as well as the majority of our employees are located, is very competitive.
In particular, the job market in Munich, Germany, where our principal offices and fulfillment center as well as a substantial number of our employees are located, is very competitive.
Our business is affected by general economic and business conditions in the European Union and in the other international markets in which we operate. In addition, we experience shifts in overall sale seasons in our business, and our mix of product offerings is variable from day-to-day and quarter-to-quarter.
Our business is affected by general economic and business conditions in the European Union and in the other international markets in which we operate. In addition, we experience shifts in overall sale seasons in our business, significantly changing brand perceptions at customers and our mix of product offerings is variable from day-to-day and quarter-to-quarter.
From time to time, our products are damaged in transit, and any increase in the occurrence of such damages can increase return rates and harm our business. Our ability to timely deliver merchandise to customers is currently primarily dependent on two distribution centers.
From time to time, our products are damaged in transit, and any increase in the occurrence of such damages can increase return rates and harm our business. Our ability to timely deliver merchandise to customers is currently primarily dependent on the setup of multiple distribution centers in various countries and regions.
We also face the risk that the European Union or the German legislature could approve legislation or regulations and respond to rulings of higher courts that significantly affect our businesses and our relationship with our employees.
We also face the risk that the European Union, the United Kingdom, Italy or the German legislatures could approve legislation or regulations and respond to rulings of higher courts that significantly affect our businesses and our relationship with our employees.
Since its last increase effective as from January 1, 2024 the minimum wage is currently €12.41 per hour. The Minimum Wage Commission’s recommendation is subject to Government approval. Several German political parties are calling for a significant increase.
Since its last increase effective as from January 1, 2025 the minimum wage is currently €12.82 per hour in Germany. The Minimum Wage Commission’s recommendation is subject to Government approval. Several German political parties are calling for a significant increase.
Acquisitions also may require us to spend a substantial portion of our available cash, issue additional shares, incur debt or other liabilities, amortize expenses related to intangible assets or incur write-offs of goodwill or other assets. In addition, integrating an acquired business or technology is risky.
Acquisitions, dispositions and other strategic transactions also may require us to spend a substantial portion of our available cash, issue additional shares, incur debt or other liabilities, amortize expenses related to intangible assets or incur write-offs of goodwill or other assets. In addition, integrating or disposing a business or technology is risky.
Due to changes in tax laws, tax rates, tax practice, tax treaties, or tax regulations, we could be required to collect additional sales taxes or be subject to other tax liabilities.
Due to changes in tax laws, tax rates, tax practices, tax treaties, or tax regulations, we could be required to collect additional sales taxes and VAT, or be subject to other tax liabilities.
The imposition by U.S. state governments of sales tax collection obligations on out-of-state retailers in U.S. jurisdictions where we do not currently collect sales taxes, whether for prior years or prospectively, could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors and decrease our future sales, which could have a material adverse impact on our business and results of operations.
The imposition by U.S. state governments of sales tax collection obligations on out-of-state retailers in U.S. jurisdictions where we do not currently collect sales taxes, whether for prior years or prospectively, could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors and decrease our future sales, which could have a material adverse impact on our business and results of operations. 37 Table of Contents We may experience fluctuations in our tax obligations and effective tax rate, which could adversely affect our financial condition and results of operations.
We believe that our continued growth will depend upon, among other factors, our ability to: ● identify new and emerging brands and maintain relationships with our established brand partners; ● acquire new customers and retain existing customers; ● develop new features to enhance the customer experience on our sites; ● increase the frequency with which new and existing customers purchase products on our sites through merchandising, data analytics and technology; ● invest in our online infrastructure to enhance and scale the systems our customers use to interact with our site; ● access new complementary customer categories; and ● expand internationally.
We believe that our continued growth will depend upon, among other factors, our ability to: ● successfully integrate the legacy YNAP businesses into LuxExperience; ● successfully execute on our transformation plan to regain financial strength to the legacy YNAP businesses; ● identify new and emerging brands and maintain relationships with our established brand partners; ● acquire new customers and retain existing customers; ● develop new features to enhance the customer experience on our sites; ● increase the frequency with which new and existing customers purchase products on our sites through merchandising, data analytics and technology; ● invest in our online infrastructure to enhance and scale the systems our customers use to interact with our site; ● access new complementary categories; and ● expand internationally.
Climate change and related regulatory responses as well as customer and investor awareness of ESG issues may adversely impact our business.
Climate change and related regulatory responses as well as customer and investor awareness of sustainability issues may adversely impact our business and results of operations.
System interruptions that impair customer access to our sites or other performance failures in our technology infrastructure could damage our business, reputation and brand and substantially harm our business and results of operations. Approximately 98% of our consolidated net sales for fiscal 2024 were generated from sales on our sites.
System interruptions that impair customer access to our sites or other performance failures in our technology infrastructure could damage our business, reputation and brand and substantially harm our business, financial condition and results of operations. Almost all of our consolidated net sales for fiscal 2025 were generated from sales on our sites.
As a result, we might not be able to register, use or maintain the domain names that use the name Mytheresa in all of the countries and territories in which we currently or intend to conduct business. The loss of senior management or attrition among our buyers or key employees could adversely affect our business.
As a result, we might not be able to register, use or maintain the domain names that use the names associated with our and store brands in all of the countries and territories in which we currently or intend to conduct business. 31 Table of Contents The loss of senior management or attrition among our buyers or key employees could adversely affect our business.
We regularly review potential transactions related to business that are complementary to our business and may acquire additional businesses or technologies from time to time. Acquisitions may divert management’s time and focus from operating our business.
We regularly review potential transactions related to our business that are complementary or strategic to our business and may acquire additional businesses or technologies, or dispose of assets, businesses or technologies, from time to time. Acquisitions, dispositions and other strategic transactions may divert management’s time and focus from operating our business.
The GDPR and UK GDPR impose conditions on obtaining valid consent, such as, according to authorities and courts, a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology.
Consent is already required for many forms of direct electronic marketing. The GDPR and UK GDPR impose conditions on obtaining valid consent, such as, according to authorities and courts, a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology.
We conduct business in, or may expand our business to, certain countries where there is a high risk of corruption and extortion and in some cases, where corruption and extortion are considered to be widespread and where our companies may have to obtain approvals, licenses, permits, or other regulatory approvals from public officials.
Our suppliers, brand partners and other business partners may do business in countries where there is a high risk of corruption and extortion and in some cases, where corruption and extortion are considered to be widespread and where our companies may have to obtain approvals, licenses, permits, or other regulatory approvals from public officials.
In response to marketplace concerns about the use of third-party cookies and web beacons to track user behaviors, providers of major browsers have included features that allow users to limit the collection of certain data generally or from specified websites, and the draft ePrivacy Regulation also advocates the development of browsers that block cookies by default.
In response to marketplace concerns about the use of third-party cookies and web beacons to track user behaviors, providers of major browsers have included features that allow users to limit the collection of certain data generally or from specified websites.
Additionally, U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the ongoing crisis related to Russia’s war in Ukraine and the recent war between Hamas and Israel.
For example, global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the ongoing crisis related to Russia’s war in Ukraine and the ongoing war between Hamas and Israel.
Other changes to the international trade regulations could affect our ability to acquire products from specific sources or suppliers and/or our ability to deliver our products to customers in specific countries. 34 Table of Contents The failure to comply with those international trade regulations that are, or may be, applicable to our products may expose our company to adverse consequences, including: (i) the imposition of fines and penalties; (ii) the imposition of government orders restricting our ability to export our products to, or import our products into, specified countries; (iii) delay or impair our ability to ship and deliver our products to our customers; and/or (iv) damage to our reputation as a compliant company and a reliable supplier of our products.
The failure to comply with those international trade regulations that are, or may be, applicable to our products may expose our company to adverse consequences, including: (i) the imposition of fines and penalties; (ii) the imposition of government orders restricting our ability to export our products to, or import our products into, specified countries; (iii) delay or impair our ability to ship and deliver our products to our customers; and/or (iv) damage to our reputation as a compliant company and a reliable supplier of our products.
Any of the above, including the economic uncertainty resulting from the continued war in Ukraine, may materially and adversely affect our business, financial condition and results of operations. 18 Table of Contents Increased merchandise returns above current levels could harm our business. We allow our customers to return products, subject to our return policy.
Any of the above, including the economic uncertainty resulting from current geopolitical conditions, such as the continued war in Ukraine or the global trade war, may materially and adversely affect our business, financial condition and results of operations. Increased merchandise returns above current levels could harm our business. We allow our customers to return products, subject to our return policy.
Further, our brand partners may: ● have economic or business interests or goals that are inconsistent with ours; ● take actions contrary to our requests, policies or objectives; ● be unable or unwilling to fulfill their obligations under relevant purchase orders, including obligations to meet certain production deadlines, quality standards, pricing guidelines and product specifications, and to comply with applicable regulations, including those regarding the safety and quality of products; ● have financial difficulties; ● encounter raw material or labor shortages; ● encounter increases in raw material or labor costs which may affect their procurement costs, potentially resulting in an increase in their prices; ● engage in activities or employ practices that may harm our reputation; or ● work with, be acquired by, or come under the control of, our competitors. 14 Table of Contents Any of these factors could have an adverse impact on our relationships with such brand partners and the volume or timing of our purchases from such brand partners and could adversely affect our business, financial condition, results of operations and prospects.
Further, our brand partners may: ● have economic or business interests or goals that are inconsistent with ours; ● take actions contrary to our requests, policies or objectives; ● be unable or unwilling to fulfill their obligations under relevant purchase orders, including obligations to meet certain production deadlines, quality standards, pricing guidelines and product specifications, and to comply with applicable regulations, including those regarding the safety and quality of products; ● have financial difficulties; 12 Table of Contents ● encounter raw material or labor shortages; ● encounter increases in raw material or labor costs which may affect their procurement costs, potentially resulting in an increase in their prices; ● engage in activities or in the employment of practices that may harm our reputation; or ● work with, be acquired by, or come under the control of, our competitors.
As a result this may increase the costs our customers would have to pay for our offering or us reducing our margin we generate with our offerings, which would adversely affect our results of operations. 37 Table of Contents We may require additional capital to support business growth, and this capital might not be available or may be available only by diluting existing shareholders.
As a result, the costs our customers would have to pay for our offerings may increase, or our margin generated from our offerings may be reduced, which would adversely affect our results of operations. We may require additional capital to support business growth, and this capital might not be available or may be available only by diluting existing shareholders.
In addition, the U.S., the U.K., the European Union and other foreign regulatory authorities continue to enforce economic and trade regulations and anti-corruption laws, across industries.
In addition, the United States, the United Kingdom, the European Union and other foreign regulatory authorities continue to enforce economic and trade regulations and anti-corruption laws, across industries.
If our operating metrics are not accurate representations of the reach or monetization of our offerings and network, if we discover material inaccuracies in our metrics or the operating data on which such metrics are based, or if we can no longer calculate any of our key operating metrics with a sufficient degree of accuracy and cannot find an adequate replacement for such metrics, our business, financial condition and results of operations could be adversely affected.
In addition, limitations, changes or errors with respect to how we measure operating data may affect our understanding of certain details of our business, which could affect our longer-term strategies. ​ If our operating metrics are not accurate representations of the reach or monetization of our offerings and network, if we discover material inaccuracies in our metrics or the operating data on which such metrics are based, or if we can no longer calculate any of our key operating metrics with a sufficient degree of accuracy and cannot find an adequate replacement for such metrics, our business, financial condition and results of operations could be adversely affected.

… 339 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

28 edited+33 added−103 removed6 unchanged
Biggest changeThe following table sets forth information with respect to our facilities as of June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease ​ Right of Location Type Square Meters Expiration Renewal Aschheim, Germany ​ Corporate Headquarters ​ 9,830 ​ Dec. 2032 ​ Yes Heimstetten, Germany Fulfillment Center 16,970 Jun. 2025 Yes Leipzig, Germany ​ Fulfillment Center ​ 54,550 ​ Apr. 2033 ​ Yes Munich, Germany Store 1,625 Dec. 2027 Yes Munich, Germany Store 102 Dec. 2027 Yes Milan, Italy ​ Photo Studio ​ 1,815 ​ Aug. 2025 ​ Yes Milan, Italy ​ Photo Studio ​ 80 ​ Aug. 2027 ​ Yes Milan, Italy ​ Office space ​ 56 ​ Dec. 2029 ​ Yes Shanghai, China ​ Office space ​ 49 ​ Feb. 2025 ​ Yes Berlin, Germany Office space 250 Sep. 2025 Yes Barcelona, Spain ​ Office space ​ 1,575 ​ Feb. 2028 ​ No New York, USA Office space 390 May. 2027 No London, United Kingdom Office space 180 Dec. 2025 Yes ​ ​
Biggest changeOur distribution network includes Mytheresa’s primary fulfillment center in Leipzig (Germany), together with key distribution centers supporting the Luxury | NAP & MRP segment in Mahwah (United States), Landriano (Italy) and London (United Kingdom), and the Off-Price | YOOX & THE OUTNET segment in Interporto (Italy), Clifton (United States) and Tokyo (Japan). 52 Table of Contents The following table sets forth information with respect to our facilities as of June 30, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease ​ Right of Location Type Square Meters Expiration Renewal Aschheim, Germany ​ Corporate Headquarters ​ 9,830 ​ Dec. 2032 ​ Yes Feldkirchen, Germany Office space 521 Mar. 2030 Yes Leipzig, Germany ​ Fulfillment Center ​ 54,550 ​ Apr. 2033 ​ Yes Munich, Germany Store 1,625 Dec. 2027 Yes Munich, Germany Store 102 Dec. 2027 Yes Milan, Italy ​ Photo Studio ​ 1,815 ​ Aug. 2025 ​ Yes Milan, Italy ​ Photo Studio ​ 80 ​ Aug. 2027 ​ Yes Milan, Italy ​ Office space ​ 56 ​ Dec. 2029 ​ Yes Milan, Italy ​ Office space ​ 550 ​ Apr. 2032 ​ Yes Shanghai, China ​ Office space ​ 49 ​ Feb. 2026 ​ Yes Berlin, Germany Office space 250 Sep. 2025 Yes Barcelona, Spain ​ Office space ​ 1,575 ​ Feb. 2028 ​ No New York, USA Office space 390 May. 2027 No London, United Kingdom Office space 180 Dec. 2025 Yes Milan, Italy ​ Office Space ​ 10,000 ​ Feb. 2027 ​ Yes Bologna, Italy ​ Office Space ​ 13,000 ​ Jul. 2026 ​ Yes London, United Kingdom ​ Office Space ​ 9,200 ​ Dec. 2034 ​ Yes London, United Kingdom ​ Office Space ​ 8,516 ​ Oct. 2034 ​ Yes Dubai, United Arab Emirates ​ Office Space ​ 373 ​ Aug. 2025 ​ Yes New York, USA ​ Office Space ​ 1,570 ​ Nov. 2029 ​ Yes Shanghai, China ​ Office Space ​ 30 ​ Nov. 2025 ​ Yes Hong Kong, SAR, China ​ Office space ​ 281 ​ Feb. 2026 ​ Yes Tokyo, Japan ​ Warehouse ​ 569 ​ Mar. 2028 ​ Yes Hong Kong, SAR, China ​ Office space ​ 410 ​ Dec. 2025 ​ Yes Bologna, Italy ​ Warehouse ​ 132,287 ​ June. 2026 ​ Yes Landriano, Italy ​ Warehouse ​ 53,988 ​ Dec. 2030 ​ Yes London, United Kingdom ​ Warehouse ​ 12,032 ​ Nov. 2034 ​ Yes Dubai, United Arab Emirates ​ Office space ​ 706 ​ Aug. 2026 ​ Yes Mahwah, New Jersey, USA ​ Warehouse ​ 15,554 ​ Apr. 2035 ​ Yes Clifton, New Jersey, USA ​ Warehouse ​ 33,550 ​ May. 2030 ​ Yes Hong Kong, SAR, China ​ Warehouse ​ 25,552 ​ Feb. 2026 ​ Yes ​ ​ 53 Table of Contents Item 4A: Unresolved staff comments None. ​
We produce 100% proprietary content in-house across different media formats including films, music videos, games, magazines and photography shoots on behalf of, and in partnership with, our brand partners.
We produce 100% proprietary content in-house across different media formats including films, music videos, magazines and photography shoots on behalf of, and in partnership with, our brand partners.
We also regularly achieve extensive global publicity for our brand partners and ourselves through features and exclusive stories, as well as through our more than 3.91 million followers, as of June 30, 2024, across social media platforms. Established Reputation for Being Trusted Brand Stewards and Maintaining Brand Integrity.
We also regularly achieve extensive global publicity for our brand partners and ourselves through features and exclusive stories, as well as through our more than 3.91 million followers, as of June 30, 2025, across social media platforms. Established Reputation for Being Trusted Brand Stewards and Maintaining Brand Integrity.
We believe luxury is one of the last attractive categories to expand online and is relatively underpenetrated compared to traditional apparel and footwear. The personal luxury goods market posted a record year in 2023, reaching a market value of €362 billion, despite geopolitical tensions and macroeconomic uncertainty.
We believe luxury is one of the last attractive categories to expand online and is relatively underpenetrated compared to traditional apparel and footwear. The personal luxury goods market posted a record year in 2024, reaching a market value of €363 billion, despite geopolitical tensions and macroeconomic uncertainty.
Except where the context otherwise requires or where otherwise indicated, the terms “Mytheresa,” the “Company,” “we,” “us,” “our,” “our company” and “our business” refer to MYT Netherlands together with MGG and its other consolidated subsidiaries as a consolidated entity; the term “MYT Netherlands” or “the issuer” refers to MYT Netherlands as a stand-alone company; and the term “MYT Holding” refers to MYT Holding LLC, a Delaware limited liability company, as a stand-alone company and, prior to the public offering, the sole shareholder of MYT Netherlands.
Except where the context otherwise requires or where otherwise indicated, the terms “LuxExperience ,” “LuxExperience Group,” the “Company,” “we,” “us,” “our,” “our company” and “our business” refer to LuxExperience together with MGG and its other consolidated subsidiaries as a consolidated entity; the term “the Issuer” refers to LuxExperience as a stand-alone company; and the term “MYT Holding” refers to MYT Holding LLC, a Delaware limited liability company, as a stand-alone company and, prior to the public offering, the sole shareholder of the Issuer.
MGG is wholly owned subsidiary of the issuer, MYT Netherlands Parent B.V., a private company with limited liability under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) and registered with the Trade Register of the German Chamber of Commerce under number 261084 (“MYT Netherlands”).
MGG is wholly owned subsidiary of the Issuer, LuxExperience B.V. (formerly known as “MYT Netherlands Parent B.V.”), a private company with limited liability under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) and registered with the Trade Register of the German Chamber of Commerce under number 261084 (“LuxExperience”).
Differentiated Value Proposition of Mytheresa for Customers and Brand Partners Mytheresa creates desirability through digital and physical experience that bring together hundreds of thousands of luxury consumers with the world’s most exclusive brands, creating a luxury community. Our Value Proposition to Customers Trusted discovery platform and curated assortment of the most coveted luxury brands.
Differentiated Value Proposition of LuxExperience for Customers and Brand Partners LuxExperience creates desirability through digital and physical experiences that bring together millions of luxury and off-price consumers with the world’s most exclusive brands, creating a luxury community. Our Value Propositions to our Luxury Customers Trusted discovery platform and curated assortment of the most coveted luxury brands.
Organizational structure Please refer to Note 4.1 to our audited consolidated financial statements (“Scope of Consolidation”) included elsewhere in this Annual Report for a listing of our significant subsidiaries, including name, country of incorporation, and proportion of ownership interest. D. Property, Plant and Equipment Facilities Our corporate headquarters are located in Aschheim (Munich), Germany.
Organizational structure Please refer to Note 4.1 to our audited consolidated financial statements (“Scope of Consolidation”) included elsewhere in this Annual Report for a listing of our significant subsidiaries, including name, country of incorporation, and proportion of ownership interest. D.
These brands prefer partnering with online retailers who have full control over all aspects of the shopping experience and deliver exceptional service to protect and enhance their brand integrity.
These brands prefer partnering with online retailers who have full control over all aspects of the shopping experience and deliver exceptional service to protect and enhance their brand integrity. 51 Table of Contents Online Visibility to Highly Coveted Global Luxury Customers.
Our story began over three decades ago with the opening of Theresa, in Munich, one of the first multi-brand luxury boutiques in Germany, followed by the launch of the digital platform Mytheresa in 2006.
We offer one of the finest edits in luxury, curated from the world’s most coveted brands of womenswear, menswear, kidswear, lifestyle products and fine jewelry. Our story began over three decades ago with the opening of Theresa, in Munich, one of the first multi-brand luxury boutiques in Germany, followed by the launch of the digital platform Mytheresa in 2006.
We regularly provide our brand partners with detailed aggregated data, analysis, and customer insights on metrics such as product performance, spending and trend patterns, brand affinity, product adjacencies, subcategory penetrations and geographic reach. Our Competitive Strengths We attribute our market success, continuous growth and strong profitability to the following competitive strengths: Customer-First Approach with Deep Understanding and Analytical Insight.
We regularly provide our brand partners with detailed aggregated data, analysis, and customer insights on metrics such as product performance, spending and trend patterns, brand affinity, product adjacencies, subcategory penetrations and geographic reach. C.
We place this content across our consumer touchpoints, including our home page, app, mobile first newsletter, paid formats and social media that includes our own managed platforms ranging from Instagram and Pinterest to WeChat and RED.
We place this content across our consumer touchpoints, including our home page, app, mobile first newsletter, paid formats and social media that includes our own managed platforms ranging from Instagram to WeChat and RED. We take a product-focused and experiential approach to content creation, which has differentiated and strengthened our longstanding relationships with some of the world’s leading luxury brands.
Our business model combines technology, luxury fashion and differentiated customer service on a global scale. The simplicity of our mobile-first website and app (“sites”) creates an efficient and user-friendly shopping experience for our time-constrained, global customers. Our sites offer advanced features, including the ability to personalize the customer experience, express checkout processes, and real-time push notification order tracking.
We subsequently renamed the combined company “LuxExperience.” Our business model combines technology, luxury fashion and differentiated customer service on a global scale. The simplicity of our mobile-first websites and apps (“sites”) creates an efficient and user-friendly shopping experience for our time-constrained, global customers.
This program offers a range of benefits, such as first access to runway and exclusive pieces, previews of new season styles, dedicated personal shopping services and invitations to exclusive events and fashion shows as well as other money can’t buy experiences.
Top Customer Focus To reward and engage our most valued customers, our luxury segments offer benefits for our most valued customers. These benefits, such as first access to runway and exclusive pieces, previews of new season styles, dedicated personal shopping services and invitations to exclusive events and fashion shows as well as other “money-can’t-buy” experiences.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC at www.sec.gov. Our website address is www. investors.mytheresa.com. We use this investors section of our website as a means of disclosing material, non-public information.
“Operating and Financial Review and Prospects — B. Liquidity and Capital Resources,” and our Consolidated financial statements included elsewhere in this Annual Report. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC at www.sec.gov. Our investor website address is www. https://investors.luxexperience.com/.
Accordingly, investors should monitor this section of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. We have included our website address in this Annual Report solely for informational purposes, and the information contained on our website is not incorporated by reference in this Annual Report. B.
We use this investors section of our website as a means of disclosing material information. Accordingly, investors should monitor this section of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.
We take a product-focused and experiential approach to content creation, which has differentiated and strengthened our longstanding relationships with some of the world’s leading luxury brands. Our highly stylized production showcases our brand partners’ products at their best, and our brand partners often promote our content and edits on their own social media accounts and websites.
Our highly stylized production showcases our brand partners’ products at their best, and our brand partners often promote our content and edits on their own social media accounts and websites.
Operating Results ”. Our Industry We operate at the intersection of luxury goods, technology and service. We see ourselves as one of the few winners in an otherwise still tough market environment. We are benefiting from the consolidating landscape of luxury e-commerce players in a market that has significant growth prospects based on changing customer preferences favoring digital channels.
We are benefiting from the consolidating landscape of luxury e-commerce players in a market that has significant growth prospects based on changing customer preferences favoring digital channels. We believe we are uniquely positioned to further capture market share as a result of our exclusive, highly curated product assortment, leading service offering and advanced technology.
The Company is registered at the trade register of the German Chamber of Commerce under number 261084. For a discussion of our principal capital expenditures, refer to Item 5. “Operating and Financial Review and Prospects — B. Liquidity and Capital Resources,” and our Consolidated financial statements included elsewhere in this Annual Report.
The registered office address of the Company is at Einsteinring 9, 85609 Aschheim, Germany. Our telephone number at this address is +49 89 127695 614. The Company is registered at the trade register of the German Chamber of Commerce under number 261084. For a discussion of our principal capital expenditures, refer to Item 5.
We have longstanding relationships with the world’s most iconic luxury brands, including Alexander McQueen, Balenciaga, Balmain, Bottega Veneta, Brunello Cucinelli, Dolce & Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Stella McCartney and Valentino. In fiscal 2024, our average order value was €703(fiscal 2023: €641), one of the highest in the industry, reflecting our commitment to true luxury.
Bespoke Brand Selection We have longstanding relationships with the world’s most iconic luxury brands, including Bottega Veneta, Brunello Cucinelli, Dolce & Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, The Row, Valentino, and many more.
MYT Netherlands Parent B.V. is a private company with limited liability, incorporated under the laws of the Netherlands on May 31, 2019. The statutory seat of the Company is in Amsterdam, the Netherlands. The registered office address of the Company is at Einsteinring 9, 85609 Aschheim, Germany. Our telephone number at this address is +49 89 127695 614.
LuxExperience B.V. is a private company with limited liability, incorporated under the laws of the Netherlands on May 31, 2019 with the name MYT Netherlands Parent B.V. On April 30, 2025, MYT Netherlands Parent B.V. changed its legal name to LuxExperience B.V. and its NYSE symbol changed to “LUXE.” The statutory seat of the Company is in Amsterdam, the Netherlands.
Today, we provide a unique digital experience that combines exclusive product and content offerings with a differentiated global customer service, leading technology and analytical platforms, as well as high quality service operations. We are more than just a luxury e-commerce platform. We build a community for luxury enthusiasts and create desirability with digital and physical experiences.
We deliver a unique experience that combines exclusive product and content offerings with best-in-class technology, advanced analytics, and premium customer service. More than an online retailer, LuxExperience is building a community for global luxury enthusiasts—creating desirability through distinctive digital engagement and curated physical experiences as a global leader in multi-brand luxury e-commerce.
Wealthiest Consumers are Driving Growth and Resilient Demand The global luxury market continues to be driven by the growth of high net worth individuals (“HNWIs”), individuals with greater than $1 million in investable assets, a key and highly coveted customer demographic with large luxury spend.
Consumers generally approach the market in a borderless manner, often purchasing luxury goods across multiple continents, seeking an elevated shopping experience and anytime access wherever their travels take them. 50 Table of Contents Wealthiest Consumers are Driving Growth and Resilient Demand The global luxury market continues to be supported by the sustained expansion of high-net-worth individuals (“HNWIs”)—those with investable assets exceeding $1 million—who represent a key customer demographic with significant purchasing power in the luxury sector.
We curate the most coveted luxury brands, and within those brands, the most on-trend and luxurious pieces. We use a combination of luxury fashion expertise and data insights to optimize our product assortment architecture. Since our inception, we have retained 100% of our brand partners we wanted to keep, which is a testament to our strong, trusted brand relationships.
We curate the most coveted luxury brands, and within those brands, the most luxurious pieces. We use a combination of luxury fashion expertise and data insights to optimize our product assortment architecture. Our Industry We operate at the intersection of luxury goods, technology and services. We see ourselves as a winner in an otherwise still tough market environment.
In fiscal 2024, we generated approximately 39.2% of our GMV from approximately 3.7% of our customers who were part of the Top Customer program.
The customers in these programs account for a substantial portion of our GMV across our three segments. For example, in fiscal 2025, Luxury | Mytheresa generated approximately 42.6% of its GMV from approximately 3.8% of its customers who were part of the Top Customer program.
We believe we are uniquely positioned to further capture market share as a result of our exclusive, highly curated product assortment, leading service offering and advanced technology. 47 Table of Contents Luxury Market The global luxury market, inclusive of luxury apparel, accessories, beauty and hard goods, is expected to accelerate further reaching €530-570 billion by 2030, according to Bain & Company’s Luxury Goods Worldwide Market Monitor Spring 2024 (the “2024 Bain Study”).
Luxury Market The global luxury market, inclusive of luxury apparel, accessories, beauty and hard goods, is expected to accelerate further reaching €460-500 billion by 2030, according to Bain & Company’s Luxury Goods Worldwide Market Study - Luxury in Transition: Securing Future Growth 2025 (the “2025 Bain Study”).
These customers are high net worth individuals that value quality over price and curation over assortment breadth. To reward and engage our most valued customers, we offer a tiered Top Customer program: Inner Circle and Front Row.
These customers are high-net worth individuals that value quality over price and curation over assortment breadth, and there is limited overlap of approximately 10% of our customers between our two luxury segments.
Our more than 30 years of market insights and long-standing relationships with the world’s leading luxury brands, such as Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Valentino, and many more, have established Mytheresa as a global leader in the luxury multi-brand digital sector. 45 Table of Contents We acquire and retain customers who are predominantly working professionals with significant spending power and limited time, shop frequently, seek luxury products that are not easily found elsewhere and demand superior customer service.
Distinct Customer Profiles Across Our Platforms Each of our three segments has established and differentiated customer bases. Our luxury segments, Mytheresa and NAP & MRP, acquire and retain customers who are predominantly working professionals with significant spending power and limited time, shop frequently, seek luxury products that are not easily found elsewhere and demand superior customer service.
Removed
Business Overview Mytheresa is a leading luxury multi-brand digital platform for the global luxury consumer shipping to over 130 countries. We offer one of the finest edits in luxury, curated from more than 200 of the world’s most coveted brands of womenswear, menswear, kidswear and lifestyle products.
Added
We have included our website address in this Annual Report solely for informational purposes, and the information contained on our website is not incorporated by reference in this Annual Report. B. Business Overview Description of Business LuxExperience is a leading luxury multi-brand digital group for the global luxury consumer shipping worldwide.
Removed
We have an efficient, repeatable playbook for localizing the customer experience through local language, currencies, payment methods, shipping services and marketing. In fiscal 2024, we generated approximately net sales of 15.2% from Germany, 39.6% from Europe (excluding Germany), 20.4% from United States and 24.8% from the rest of world.
Added
In April 2025, we completed the acquisition of YOOX Net-a-Porter Group S.p.A. (“YNAP”), with the store brands NET-A-PORTER and MR PORTER forming the luxury segment next to the Mytheresa luxury segment, and acquiring YOOX and THE OUTNET in the Off-Price segment.
Removed
Mobile devices represented 52% of gross merchandise sales and 81% of page views for fiscal 2024, underscoring the importance of our mobile-first approach.
Added
Our sites offer advanced features, including the ability to personalize the customer experience and other highly attractive customer services.
Removed
We have rapidly scaled our global customer base and net sales over the past four years, while maintaining our high average order values. ​ ​ ​ 46 Table of Contents ​ ​ ​ Despite a slight decrease in the number of active customers from 856,345 in FY23 to 852,223, in FY24 our company reported €840.8 Million in net sales, representing growth of 9.8% from fiscal 2023.
Added
We have an efficient, repeatable playbook for localizing the customer experience through local language, currencies, payment methods, shipping services and marketing. ​ 48 Table of Contents Segments In 2025, we reevaluated and changed our reporting segment presentation to correspond with changes to our operating model to reflect our new management structure and organizational responsibilities following the YNAP Acquisition.
Removed
For the fiscal year ended June 30, 2024, gross profit was at €384.5 million, an increase of €4.5 million or 1.2% year-over-year. Net loss increased to €24.9 million in fiscal 2024 from €17.0 million in fiscal 2023. Operating loss is at €22.0 million in fiscal 2024 compared to an Operating loss of €8.7 million in fiscal 2023.
Added
Beginning in the fourth quarter of fiscal 2025, we reclassified our operations into three reportable segments: ● Luxury | Mytheresa: our leading luxury global brand platform that contains a highly curated edit of up to 250 true luxury brands catering to wardrobe-building, high-end customers with a primary geographical focus on Europe.
Removed
In fiscal 2024, we reported Adjusted Net Income of €7.7 million compared to €18.4 million in fiscal 2023. Additionally, in fiscal 2024, we generated €10.6 million compared to €26.8 million, in prior year period of Adjusted Operating Income, €25.8 million of Adjusted EBITDA compared to €38.4 million in fiscal 2023.
Added
Luxury | Mytheresa offers a unique digital experience based on a sharp focus on high-end luxury shoppers, exclusive product and content offerings, advanced technology and analytical platforms, exceptional service quality, and unique experiences for its top customers.
Removed
Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA are measures that are not defined in IFRS. For further information about how we calculate Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA, limitations of their use and their reconciliations to the most comparable IFRS measures, see “ Item 5: Operating and financial review and prospects – A.
Added
In fiscal 2025, Luxury | Mytheresa generated net sales of €916.1 million and GMV of €988.5 million; ● Luxury | NAP & MRP: our online luxury platforms encompassing the NET-A-PORTER and MR PORTER store brands. NET-A-PORTER is one of the ultimate destination for women’s luxury fashion, while MR PORTER is one of the leading online destinations for men’s style.
Removed
The growth is expected to continue in 2024 with an expected 4% to 6% growth over 2023 (based on the Bain & Company’s Luxury Goods Worldwide Market Study - Spring 2024). Consumers generally approach the market in a borderless manner, often purchasing luxury goods across multiple continents, seeking an elevated shopping experience and anytime access wherever their travels take them.
Added
Together, they serve trend-driven, high-end customers with a strong presence in North America and offer a curated selection of fashion, fine watches and jewelry, grooming, lifestyle products, and home décor from more than 700 of the world’s most sought-after brands, complemented by exclusive experiences for their top customers.
Removed
The wealth of HNWIs has increased at a CAGR of 4.7% from 2016 to 2023, reaching $86.8 trillion as of 2023, according to the World Wealth Report 2024 from Capgemini. Luxury Brands Demand First-Class Service and Brand Protection Luxury brands value brand image, pricing integrity and the perception of scarcity across their product portfolios.
Added
In fiscal 2025, Luxury | NAP & MRP generated illustrative net sales of €1,048.8 million and GMV of €1,098.7 million. ● Off-Price | YOOX & THE OUTNET: our off-price platforms consist of the YOOX and THE OUTNET online stores, which are among the leading destinations for multi-brand off-season luxury shopping.
Removed
The Luxury Consumer The luxury market is comprised of several types of consumers, each with their own lifestyle, income and spending characteristics: ● The intermittent luxury fashion consumer loves and follows fashion and saves for iconic pieces, which he or she buys occasionally. ● The everyday luxury fashion enthusiast has a passion for fashion, is typically a working professional who earns his or her own income and is often time-constrained.
Added
Both stores attract a broad base of global customers seeking access to previous-season luxury collections at attractive prices. In fiscal 2025, Off-Price | YOOX & THE OUTNET generated illustrative net sales of €794.0 million and GMV of €809.6 million.
Removed
This consumer regularly invests in statement pieces and fashion items for special occasions. 48 Table of Contents ● The top luxury consumer leads a “jet-set” global lifestyle, has significant wealth, and is willing to spend a significant amount on luxury goods to stay ahead of the latest fashion trends.
Added
LuxExperience’s Transformation Plan We announced a transformation plan in May 2025, which is designed to regain growth and financial strength of YNAP’s businesses after years of decline. As we execute this plan and integrate YNAP into LuxExperience, we expect to realize substantial synergies through a shared infrastructure and technology platform, as well as meaningful operational efficiency improvements.
Removed
This consumer prefers newness, shops ready-to-wear clothing season after season, and demands a superior shopping experience, high-touch service and quick shipping.
Added
Since the YNAP Acquisition, we have initiated targeted cost reduction measures across the legacy YNAP operations, including streamlining global warehouse footprint, optimizing customer service provider landscape, and renegotiating global carrier contracts. We expect these initiatives to deliver significant and sustainable savings over time.
Removed
This consumer is a high-frequency shopper, making purchases several times a week or even daily on personal and experiential luxury, according to third party research. ​ We target everyday luxury fashion enthusiasts and top luxury consumers as we believe these customers are the most loyal, value our differentiated service and represent the largest wallet share potential.
Added
We have also started migrating Luxury | NAP & MRP onto LuxExperience’s proprietary technology platform and simplifying the separate off - price technology environment, both of which are designed to enhance technological agility, efficiency, and innovation across all segments.
Removed
We provide customers with one of the finest edits of the most coveted luxury brands.
Added
In parallel, we have implemented a joint data analytics layer across the Company to leverage insights from differentiated data sources and support more advanced customer and operational analytics. Finally, we are simplifying and consolidating the corporate administrative structure to align with our new operating model, which is expected to drive further general and administrative expense savings and support long-term profitability.
Removed
For example, of the over 14,000 stock-keeping units (“SKUs”) we curate from our top 30 selling luxury designer brands, an estimate of around 24% of those items overlapped with our multi-brand competitors according to an ongoing internal pricing analysis comparison Our content and brand stories, which are produced 100% in-house, inspire our customer and are integral to Mytheresa’s reputation as a trusted fashion authority for discovery.
Added
Our off-price segment, the YOOX and THE OUTNET online stores, caters to a different audience of global luxury shoppers seeking access to previous-season collections from the world’s leading designers.
Removed
For members of our Top Customer program we take our curation to a deeper level with personal shoppers, who know each customer’s specific fashion aesthetic and will recommend pieces via the preferred communication channel of the customer (phone, email, text message or other messaging platforms), or in some cases, hosting personal styling appointments. 49 Table of Contents Exclusive access to capsule collections.
Added
This customer base is clearly differentiated from that of our luxury segments, with only approximately 6% overlap with our luxury segments. 49 Table of Contents Mytheresa, NET-A-PORTER, MR PORTER, YOOX, and THE OUTNET have each built a strong reputation for innovation, editorial authority, and exceptional customer service.
Removed
Our deeply entrenched and long-term relationships with the most coveted luxury brands allow us to provide unique offerings to our customers, including exclusive capsule collections, product personalization and first access through exclusive pre-launches.
Added
Together, these storefronts span the full spectrum of the luxury market, offering distinct brand portfolios, customer profiles, and geographical focuses—yet united by a shared positioning toward high-end, discerning consumers. As LuxExperience, we bring these differentiated strengths together into one cohesive digital group.
Removed
In fiscal 2024, we launched 76 exclusive capsule collections and Pre-Launch campaigns with in-house produced exclusive content from brands including Moncler, Valentino, Loro Piana, Dolce&Gabbana, Bottega Veneta, Gucci, Pucci, Loewe, Givenchy, Khaite, Toteme and many more. Superior service drives differentiated shopping experience.
Added
In fiscal 2025, the average order value was €773 in Luxury | Mytheresa, a 10.0% increase from the prior year, and the average order value was €811 in Luxury | NAP & MRP, a 14.5% increase from the previous year, both among the highest in the industry, reflecting our commitment to true luxury.
Removed
We are dedicated to providing our customers with superior service throughout their shopping experience and believe this sets us apart from our competitors. We have team members who are available to serve our customers 24 hours per day, seven days a week and in eight languages.
Added
The growth is expected to continue, with an expected 4% to 6% growth annually until 2030 (based on the 2025 Bain Study).
Removed
Additionally, our localized websites, which are also available in eight languages and eight currencies, and our global in-house logistics capabilities provide the fast, efficient and frictionless shopping experience our global customers demand. We believe customers are loyal to Mytheresa because we provide excellent service every time they interact with us.
Added
According to Capgemini’s World Wealth Report 2025 the global HNWI population grew by 2.6% in 2024, while their total wealth increased by 4.2%, reaching approximately $90.5 trillion. The steady rise in both the number and wealth of HNWIs underscores the resilience of the global luxury customer base and its importance as the primary growth engine of the luxury industry.
Removed
Our emphasis on exceptional service is inherent throughout all customer touchpoints, including our sites, customer care, delivery and global personal shopping team. For example, we provide customers with personalized product recommendations, last-minute deliveries, and hand-signed notes with our delivered products to personally connect and provide the high-touch service our customers enjoy.
Added
LuxExperience is a trusted discovery platform, home to some of the most distinguished store brands in digital luxury, offering highly curated and strongly differentiated edits of the most prestigious luxury brands for luxury enthusiasts worldwide.
Removed
Our customer satisfaction with our service and experience is evidenced by our best-in-class net promoter score of 75.2%, which is an annualized average of weekly measurements conducted by us in fiscal 2024.
Added
Across our luxury platforms – Mytheresa, NET-A-PORTER, and MR PORTER – we extend our personalized approach through dedicated Top Customer services. These services offer one-to-one engagement with experienced personal shoppers who understand each client’s unique style and preferences.
Removed
Through our distribution and fulfillment capabilities, we offer fast shipping to our customers in metropolitan areas globally in less than 72 hours, with one to two days shipping service in all of Europe where express shipping is available. Our customer service teams are experts in working with luxury customers.
Added
They provide tailored recommendations, styling advice, and early access to exclusive collections through each customer’s preferred communication channel or, where appropriate, private in-person appointments. Exclusive access and collaborations. Long-term partnerships with the world’s leading luxury houses enable us to provide exclusive capsule collections, pre-launches, and personalized offerings.
Removed
We received approximately 6,230 calls per week, on average, during fiscal 2024, with approximately 81.4% of 323 thousand calls answered within 20 seconds. Special brand experiences for our top customers. In fiscal 2024, we invited our top customers around the world to 33 “money-can’t-buy” experiences.
Added
In fiscal 2025, we launched more than 70 exclusive collaborations and campaigns with brands including Dolce & Gabbana, Moncler, Valentino, Bottega Veneta, Loro Piana, Gucci, Loewe, and Givenchy, underscoring our ability to create high-impact visibility for our partners and distinctive access for our customers. Immersive Experiences for Our Most Valued Customers.
Removed
Highlights include the launch of the exclusive Dolce&Gabbana collection with an authentic Italian experience on the picturesque island of Capri, a private tour with Miu Miu proving access to Gustav Klimt´s The Kiss in Vienna at the Belvedere Palace, an exclusive two-day Italian experience including an intimate dinner and picnic with Brunello Cucinelli at Lake D´Orta in attendance of Executive Chairman & Creative Director Brunello Cucinelli, the launch of the Valentino Escape 2024 Capsule Collection with a private dinner and tour on board of the Iconic Christina O. sailing along the French Rivera, an elevated cocktail and dinner with Khaite in celebration of PFW, a 24-hour experience with three events including an exhibition, talk and dinner celebrating SHFW with Courrèges at Fotografiska in Shanghai, China, as well as VIC dinners in China, Singapore and the US.
Added
Creating desirability through experiences is a defining element of LuxExperience’s customer strategy. In fiscal 2025, we hosted more than 30 exclusive “money-can’t-buy” events across Europe, the United States, and Asia, celebrating creativity, craftsmanship, and community together with our most valued clients and brand partners.
Removed
In addition, multiple non-public top customer experiences have been hosted for example with Gabriela Hearst in New York and at the Givenchy Haute Couture Salon in Paris. These events and brand experiences provide our top customers, press, influencers and friends of the house with “money-can’t-buy” experiences, while also giving us the opportunity to amplify the content created across social media.
Added
Across all our platforms, we brought brand partnerships to life through immersive occasions that blended fashion, culture, and storytelling. Highlights included Mytheresa’s two-day Dolce & Gabbana Taormina experience in Sicily, a mountain experience with Zegna in Italy, a two-day winter experience with Moncler in Oslo and a cocktail party with Pucci in Austin.

… 84 more changes not shown on this page.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

67 edited+97 added−57 removed17 unchanged
Biggest changeOperating Results For a discussion of (i) our results of operations, including selected segment information, for the year ended June 30, 2024, including a year-over-year comparison between fiscal 2023 and fiscal 2022, and (ii) our liquidity and capital resources for the years ended June 30, 2023 and June 30, 2022, please refer to the section contained in our Annual Report on Form 20-F for the fiscal year ended June 30, 2023, “Item 5: Operating and financial review and prospects.” Operating Results and Operating Metrics of the Group The following table sets forth our results of operations for the periods presented. 1 The period to period comparison of financial results is not necessarily indicative of future results. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended (in € thousands) ​ June 30, 2022 ​ June 30, 2023 ​ June 30, 2024 ​ ​ ​ ​ ​ ​ ​ Net sales 687,781 766,003 840,852 Cost of sales, exclusive of depreciation and amortization (334,758) (386,027) (456,320) Gross profit 353,023 379,976 384,532 Shipping and payment cost (97,697) (114,785) (135,547) Marketing expenses (96,093) (112,001) (96,708) Selling, general and administrative expenses (148,172) (147,691) (159,292) Depreciation and amortization (9,088) (11,653) (15,205) Other income (expense), net 892 (2,527) 267 Operating income (loss) 2,865 (8,682) (21,953) Finance income (costs), net (998) (2,460) (4,772) Income (loss) before income taxes 1,867 (11,142) (26,725) Income tax expense (11,184) (5,877) 1,814 Net loss (9,317) (17,019) (24,911) ​ The following table sets forth each line item within the statement of profit as a percentage of net sales for each of the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended (in % of Net sales) ​ June 30, 2022 ​ June 30, 2023 ​ June 30, 2024 ​ ​ ​ ​ ​ ​ ​ Net sales 100.0% ​ 100.0% ​ 100.0% Cost of sales, exclusive of depreciation and amortization (48.7%) ​ (50.4%) ​ (54.3%) Gross profit 51.3% ​ 49.6% ​ 45.7% Shipping and payment cost (14.2%) ​ (15.0%) ​ (16.1%) Marketing expenses (14.0%) ​ (14.6%) ​ (11.5%) Selling, general and administrative expenses (21.5%) ​ (19.3%) ​ (18.9%) Depreciation and amortization (1.3%) ​ (1.5%) ​ (1.8%) Other income (expense), net 0.1% ​ (0.3%) ​ 0.0% Operating income (loss) 0.4% ​ (1.1%) ​ (2.6%) Finance (expense) income, net (0.1%) ​ (0.3%) ​ (0.6%) Income (loss) before income taxes 0.3% ​ (1.5%) ​ (3.2%) Income tax expense (1.6%) ​ (0.8%) ​ 0.2% Net loss (1.4%) ​ (2.2%) ​ (3.0%) ​ ​ ​ ​ 1.
Biggest changeThe period-to-period comparison of financial results is not necessarily indicative of future results. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 (1) Net Sales 766,003 840,852 1,262,277 Cost of sales, exclusive of depreciation and amortization (386,027) (456,320) (659,019) Gross profit 379,976 384,532 603,257 Shipping and payment cost (114,785) (135,547) (185,763) Marketing expenses (112,001) (96,708) (142,784) Selling, general and administrative expenses (147,691) (159,292) (284,295) Depreciation and amortization (11,653) (15,205) (25,351) Other income (loss), net (2,527) 267 613,538 Income (loss) from operations (8,682) (21,953) 578,602 Finance income (costs), net (2,460) (4,772) (5,072) Income (Loss) before income taxes (11,142) (26,725) 573,530 Income tax (expense) benefit (5,877) 1,814 (3,570) Net (loss) income (17,018) (24,911) 569,959 (1) Incorporates YNAP’s results of operations from April 23, 2025 to June 30, 2025, reflecting the period following its acquisition. ​ 60 Table of Contents The following table sets forth each line item within the statement of profit as a percentage of net sales for each of the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Net Sales 100.0% ​ 100.0% ​ 100.0% Cost of sales, exclusive of depreciation and amortization (50.4%) ​ (54.3%) ​ (52.2%) Gross profit 49.6% ​ 45.7% ​ 47.8% Shipping and payment cost (15.0%) ​ (16.1%) ​ (14.7%) Marketing expenses (14.6%) ​ (11.5%) ​ (11.3%) Selling, general and administrative expenses (19.3%) ​ (18.9%) ​ (22.5%) Depreciation and amortization (1.5%) ​ (1.8%) ​ (2.0%) Other income (loss), net (0.3%) ​ 0.0% ​ 48.6% Income (loss) from operations (1.1%) ​ (2.6%) ​ 45.8% Finance income (costs), net (0.3%) ​ (0.6%) ​ (0.4%) Income (Loss) before income taxes (1.5%) ​ (3.2%) ​ 45.4% Income tax (expense) benefit (0.8%) ​ 0.2% ​ (0.3%) Net (loss) income (2.2%) ​ (3.0%) ​ 45.2% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, ​ (in € thousands) 2023 2024 2025 ​ Gross Merchandise Value (GMV) (1) 853,190 ​ 100.0% ​ 913,580 ​ 100.0% ​ 1,346,002 ​ 100.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales (1) 766,003 ​ 89.8% ​ 840,852 ​ 92.0% ​ 1,262,277 ​ 93.8% ​ Cost of sales, exclusive of depreciation and amortization (1) (386,027) ​ (45.2%) ​ (456,320) ​ (49.9%) ​ (659,019) ​ (49.0%) ​ Gross profit (2) 379,976 ​ 49.6% ​ 384,532 ​ 45.7% ​ 603,257 ​ 47.8% ​ Adjusted Shipping and payment cost (1)(3) (114,785) ​ (13.5%) ​ (134,221) ​ (14.7%) ​ (185,668) ​ (13.8%) ​ Adjusted Marketing expenses (1) (3) (112,001) ​ (13.1%) ​ (96,708) ​ (10.6%) ​ (142,678) ​ (10.6%) ​ Adjusted Selling, general and administrative expenses (1) (3) (112,225) ​ (13.2%) ​ (128,081) ​ (14.0%) ​ (220,882) ​ (16.4%) ​ Adjusted Other income (expense), net (1) (3) (2,527) ​ (0.3%) ​ 267 ​ 0.0% ​ (6,592) ​ (0.5%) ​ Adjusted EBITDA (2) 38,438 ​ 5.0% ​ 25,789 ​ 3.1% ​ 47,437 ​ 3.8% ​ (1) Percentages are in relation to GMV.
Components of our Results of Operations Net sales consist of revenues earned from sales of clothing, bags, shoes, accessories, fine jewelry and other categories through our sites and our flagship retail store and our recently opened men´s store, as well as shipping revenue and delivery duties paid when applicable, net of promotional discounts and returns.
Components of our Results of Operations Net sales Net sales consist of revenues earned from sales of clothing, bags, shoes, accessories, fine jewelry and other categories through our sites and our flagship retail store and our recently opened men´s store, as well as shipping revenue and delivery duties paid when applicable, net of promotional discounts and returns.
Shipping and payment costs consist primarily of shipping fees paid to our delivery providers, packaging costs, delivery duties paid for international sales and payment processing fees paid to third parties. Shipping and payment costs fluctuate based on the number of orders shipped and net sales.
Shipping and payment costs Shipping and payment costs consist primarily of shipping fees paid to our delivery providers, packaging costs, delivery duties paid for international sales and payment processing fees paid to third parties. Shipping and payment costs fluctuate based on the number of orders shipped and net sales.
Marketing expenses primarily consist of online advertising costs aimed towards acquiring new customers, including fees paid to our advertising affiliates, marketing to existing customers, and other marketing costs, which include events productions, communication, and development of creative content.
Marketing expenses Marketing expenses primarily consist of online advertising costs aimed towards acquiring new customers, including fees paid to our advertising affiliates, marketing to existing customers, and other marketing costs, which include events productions, communication, and development of creative content.
The products are selected by Mytheresa Group out of a much larger brand retail collection. Through the CPM, we are able to directly maintain the customer relationship and manage the fulfilment of the order up to the shipment to the end customer. Early season deliveries are aligned with retail channels.
The products are selected by Mytheresa out of a much larger brand retail collection. Through the CPM, we are able to directly maintain the customer relationship and manage the fulfilment of the order up to the shipment to the end customer. Early season deliveries are aligned with retail channels.
Trend information Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since June 30, 2024 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Trend information Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since June 30, 2025 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Adjusted selling, general and administrative and Adjusted selling, general and administrative cost ratio Adjusted selling, general and administrative is a non-IFRS financial measure that we calculate as selling, general and administrative adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense.
Adjusted selling, general and administrative expenses Adjusted selling, general and administrative expenses is a non-IFRS financial measure that we calculate as selling, general and administrative expenses adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense.
Further, we believe these measures are helpful in highlighting trends in our operating results, because they exclude the impact of items, that are outside the control of management or not reflective of our ongoing core operations and performance. Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income have limitations, because they exclude certain types of expenses.
Further, we believe these measures are helpful in highlighting trends in our operating results, because they exclude the impact of items that are outside the control of management or not reflective of our ongoing core operations and performance. Adjusted EBITDA and Illustrative Adjusted EBITDA have limitations because they exclude certain types of expenses.
In addition, Mytheresa receives regular in-season replenishment of core as well as seasonal products. The product is delivered to Mytheresa Group distribution centers; however, the inventory is owned by the brand partner until it is delivered to a customer.
In addition, Mytheresa receives regular in-season replenishment of core as well as seasonal products. The product is delivered to Mytheresa distribution center; however, the inventory is owned by the brand partner until it is delivered to a customer.
Growth of Online Luxury The growth in online will be driven by online platforms taking share from traditional retailers, driven by consumer preference for online shopping and the ease afforded by multibrand sites. In response to the shift online, the luxury market is innovating and evolving with new niche collections and customization options.
The growth in online will be driven by online platforms taking share from traditional retailers, driven by consumer preference for online shopping and the ease afforded by multi-brand sites. In response to the online shift, the luxury market is innovating and evolving with new niche collections and customization options.
It is net of returns, value added taxes and cancellations. GMV does not represent revenue earned by us. We use GMV as an indicator for the usage of our platform that is not influenced by the mix of direct sales and commission sales.
GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes and cancellations. GMV does not represent revenue earned by us. We use GMV as an indicator for the usage of our platform that is not influenced by the mix of direct sales and commission sales.
General increases are due to a higher share of international sales and a higher share of countries where the company bears all customs duties for the customer, for example in the USA.
General increases are due to a higher share of international sales and a higher share of countries where the company bears all customs duties for the customer, for example in the United States.
(2) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new central distribution center in Leipzig, Germany.
(2) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business, (iii) other non-recurring expenses incurred in connection with the costs of closing our distribution center in Heimstetten, Germany.
GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes, applicable sales taxes and cancellations. GMV does not represent revenue earned by us.
GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes, applicable sales taxes and cancellations. GMV does not represent revenue earned by us. (2) As a percentage of net sales.
Adjusted Net Income and Adjusted Net Income margin Adjusted Net Income is a non-IFRS financial measure that we calculate as net Loss, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expenses.
Adjusted Other income (loss), net Adjusted other income (loss), net is a non-IFRS financial measure that we calculate as other income (loss), net adjusted to exclude Other transaction-related, certain legal and other expenses.
The platform fees originating from the curated platform model are also included in our net sales. Revenue is generally recognized upon delivery to the end customer.
The platform fees originating from the curated platform model, other commission fees and monetization revenues are also included in our net sales. Revenue is generally recognized upon delivery to the end customer.
We will also actively monitor our fulfillment capacity needs, investing in capacity and automation in a selective manner. Curated Platform Model (CPM) CPM integrates Mytheresa Group with brand partners’ direct retail operations which provides access to highly desirable products at scale, improves capital efficiency and is accretive to top- and bottom-line.
We will also actively monitor our fulfillment capacity needs, investing in capacity and automation in a selective manner. 56 Table of Contents Curated Platform Model (CPM) and other commission based partnership models Curated Platform Model (“CPM”) integrates Mytheresa with brand partners’ direct retail operations which provides access to highly desirable products at scale, improves capital efficiency and is accretive to top- and bottom-line.
Adjusted EBITDA and Adjusted EBITDA margin Adjusted EBITDA is a non-IFRS financial measure that we calculate as net income before finance expense (net), taxes, and depreciation and amortization, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted EBITDA margin is a non-IFRS financial measure which is calculated in relation to net sales.
Adjusted EBITDA and Adjusted EBITDA margin Adjusted EBITDA is a non-IFRS financial measure that we calculate as net income before finance expense (net), taxes, and depreciation and amortization (EBITDA), adjusted to exclude Other transaction-related, certain legal and other expenses, Share-based compensation expense and gain on bargain purchase.
The expertise of our buyers and our data help us gauge demand and product architecture to optimize our inventory position. Through analyzing customer feedback and real-time customer purchase behavior, we are able to efficiently predict demand, sizing and colorways beyond the insights of our buyers. This minimizes our portfolio risk and increases our sell-through.
Through analyzing customer feedback and real-time customer purchase behavior, we are able to efficiently predict demand, sizing and colorways beyond the insights of our buyers. This minimizes our portfolio risk and increases our sell-through.
While each of these factors presents significant opportunity for our business, collectively, they also pose important challenges that we must successfully address in order to sustain our growth, improve our operating results and achieve and maintain our profitability, including those discussed below and in the section of this report titled “Risk Factors.” Overall Economic Trends The overall economic environment and related changes in consumer behavior have a significant impact on our business.
While each of these factors presents significant opportunity for our business, collectively, they also pose important challenges that we must successfully address in order to sustain our growth, improve our operating results and achieve and maintain our profitability, including those discussed below and in the section of this Annual Report titled “Risk Factors”.
Depreciation and amortization include the depreciation of property and equipment, including right-of-use assets capitalized under IFRS 16, leasehold improvements, and amortization of technology and other intangible assets. Other expense (income), net principally consists of gains or losses from foreign currency fluctuations, gains or losses on disposal of property, plant, and equipment and other miscellaneous expenses and income.
Depreciation and amortization Depreciation and amortization includes the depreciation of property and equipment, including right-of-use assets capitalized under IFRS 16, leasehold improvements, amortization of technology and other intangible assets and impairment losses recognized in accordance with IAS 36. 59 Table of Contents Other income (expense), net Other income (expense), net principally consists of gains or losses from foreign currency fluctuations, gains or losses on disposal of property and equipment and other miscellaneous expenses and income.
The following table provides Mytheresa Group’s net sales by geographic location: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the fiscal year ended (in € thousands) ​ June 30, 2022 June 30, 2023 June 30, 2024 Germany 128,251 18.6% 128,109 16.7% 127,867 15.2% United States 108,435 15.8% ​ 137,521 18.0% ​ 171,795 20.4% Europe (excluding Germany) (1) 275,322 40.0% ​ 298,998 39.0% ​ 332,575 39.6% Rest of the world (1) 175,773 25.6% ​ 201,375 26.3% ​ 208,615 24.8% ​ 687,781 100.0% ​ 766,003 100.0% ​ 840,852 100.0% (1) No individual country other than Germany and the United States accounted for more than 10% of net sales.
The following table provides LuxExperience Group net sales by geographic location: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 (2) Germany ​ 128,109 16.7% ​ 127,867 15.2% ​ 142,409 11.3% United States 137,521 18.0% ​ 171,795 20.4% ​ 323,662 25.6% Europe (excluding Germany) (1) 298,998 39.0% ​ 332,575 39.6% ​ 508,989 40.3% Rest of the world (1) 201,375 26.3% ​ 208,615 24.8% ​ 287,216 22.8% ​ 766,003 100% ​ 840,852 100% ​ 1,262,277 100% (1) No individual country other than Germany and the United States accounted for more than 10% of net sales.
Based on our current level of operations we believe that our existing cash balances and expected cash flows generated from operations, as well as our financing arrangements under the Revolving Credit Facilities, are sufficient to meet our operating requirements for at least the next twelve months. 72 Table of Contents Consolidated Cash Flow Fiscal 2024 and Fiscal 2023 ​ The following table shows summary consolidated cash flow information for the fiscal year ended June 30, 2022, 2023 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, (in € thousands) 2022 2023 2024 ​ ​ ​ ​ ​ ​ ​ Consolidated Statement of Cash Flow Data: ​ ​ ​ Net cash (outflow) inflow from operating activities ​ 54,799 ​ (55,050) 10,015 Net cash outflow from investing activities ​ (11,923) ​ (22,758) (11,809) Net cash (outflow) inflow from financing activities ​ (6,054) ​ (5,442) (13,277) ​ Net cash (outflow) inflow from operating activities During the fiscal year ended June 30, 2024, net cash flow from operating activities increased by €65.1 million to a cash inflow of €10.0 million, as compared to a cash outflow of €55.1 million for the fiscal year ended June 30, 2023.
Based on our current level of operations we believe that our existing cash balances and expected cash flows generated from operations, as well as our financing arrangements under both the Syndicated RCF and YNAP RCF, are sufficient to meet our operating requirements for at least the next twelve months. 72 Table of Contents Consolidated Cash Flow Fiscal 2025, 2024 and 2023 ​ The following table shows a summary of consolidated cash flow information for the years ended June 30, 2023, 2024 and 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Consolidated Statement of Cash Flow Data: ​ ​ ​ Net cash (outflow) inflow from operating activities ​ (55,050) ​ 10,015 (30,533) Net cash (outflow) inflow from investing activities ​ (22,758) ​ (11,809) 617,496 Net cash (outflow) inflow from financing activities ​ (5,442) ​ (13,277) 89 ​ Cash and cash equivalents as of July 1, 2024 was €15.1 million.
We view the number of active customers as a key indicator of our growth, the reach of our website, consumer awareness of our value proposition and the desirability of our product assortment. We believe our number of active customers drives both net sales and our appeal to brand partners.
We view the number of active customers as a key indicator of our growth, the reach of our website, consumer awareness of our value proposition and the desirability of our product assortment.
Global macroeconomic factors can affect customer spending patterns, and consequently our results of operations. These include, but are not limited to, employment rates, trade negotiations, availability of credit, inflation, interest rates and fuel, regional military conflicts and energy costs.
Global macroeconomic factors can affect customer spending patterns, and consequently our results of operations. These include, but are not limited to, employment rates, trade negotiations and policies (including tariffs), availability of credit, inflation, interest rates and fuel, regional military conflicts and energy costs. In addition, during periods of low unemployment, we generally experience higher labor costs.
Total Orders Shipped We define total orders shipped as an operating metric used by management, which is calculated as the total number of online customer orders shipped to our customers during the fiscal year ended on the last day of the period presented.
We believe our number of active customers drives both net sales and our appeal to brand partners. 69 Table of Contents Total Orders Shipped We define total orders shipped as an operating metric used by management, which is calculated as the total number of online customer orders shipped to our customers during the fiscal year ended on the last day of the period presented.
Unsold merchandise will either be returned to the brand partner by the end of the season or carried forward for the new season. Mytheresa Group acts as an agent, with the CPM platform fees recorded as net sales.
Unsold merchandise will either be returned to the brand partner by the end of the season or carried forward for the new season. Mytheresa acts as an agent, with the CPM platform fees recorded as net sales. The Luxury | NAP & MRP segment also has established similar commission-based partnership models.
The higher net sales growth during the year ended June 30, 2024 compared to the GMV growth is due to several wholesale brands performing better than individual CPM brands. Performance of CPM brands is only reflected with the commission we receive in net sales. The growth of GMV and Net Sales resulted from the increase of total orders shipped.
For the Luxury | Mytheresa segment, the higher net sales growth compared to the GMV growth in the year ended June 30, 2025 is due to several wholesale brands performing better than individual CPM brands. Performance of CPM brands is only reflected with the commission we receive in net sales.
Item 5: Operating and financial review and prospects – A. Operating Results ”. Factors Affecting our Performance To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we focus on the factors described below.
Factors Affecting our Performance and the Comparability of our Operations To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we focus on the factors described below.
Life presents the most elevated selection of home décor and other lifestyle products, further deepening the relationship with our high value customers that have a passion for luxury design in their wardrobes as well as their homes.
We launched the new category “Life” in May 2022, extending Mytheresa’s renowned multi-brand shopping approach into all aspects of luxury lifestyle. Life presents the most elevated selection of home décor and other lifestyle products, further deepening the relationship with our high value customers that have a passion for luxury design in their wardrobes as well as their homes.
Adjusted shipping and payment costs and Adjusted shipping and payment cost ratio Adjusted shipping and payment costs is a non-IFRS financial measure that we calculate as shipping and payment costs adjusted to exclude Other transaction-related, certain legal and other expenses in relation to establishing our new distribution center in Leipzig, Germany.
Adjusted shipping and payment costs Adjusted shipping and payment costs is a non-IFRS financial measure that we calculate as shipping and payment costs adjusted to exclude Other transaction-related, certain legal and other expenses. Adjusted marketing expenses Adjusted marketing expenses is a non-IFRS financial measure that we calculate as marketing expenses adjusted to exclude Other transaction-related, certain legal and other expenses.
Furthermore, other companies in our industry may calculate similarly titled measures differently than we do, limiting their usefulness as comparative measures. We use Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income, and their corresponding margins, as supplemental information only. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis.
Furthermore, other companies in our industry may calculate similarly titled measures differently than we do, limiting their usefulness as comparative measures. We use Adjusted EBITDA, Illustrative Adjusted EBITDA, each of their corresponding margins, and Illustrative Net sales as supplemental information only.
Shipping and payment costs ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ Change Change ​ ​ June 30, 2023 ​ June 30, 2024 ​ Absolute ​ in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Shipping and payment cost (114,785) (135,547) (20,762) 18.1% Percentage of Net sales (15.0%) (16.1%) ​ (110 BPs) Percentage of GMV (13.5%) (14.8%) ​ (130 BPs) ​ Shipping and payment costs increased by €20.8 million, or 18.1%, from €114.8 million for the fiscal year ended June 30, 2023 to €135.55 million for the fiscal year ended June 30, 2024.
Shipping and payment costs ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Shipping and payment cost (114,785) (135,547) (185,763) Percentage of Net sales (15.0%) (16.1%) (14.7%) Percentage of GMV (13.5%) (14.8%) (13.8%) ​ Shipping and payment costs increased by €50.2 million, or 37.0% for the year ended June 30, 2025, compared to the prior year, primarily due to the YNAP Acquisition.
General and administrative expenses include IT expenses, rent expenses for leases not capitalized under IFRS 16, consulting services, insurance costs, Share-based compensation expenses as well as Other transaction-related, certain legal and other expenses. Although selling, general and administrative expenses will increase as we grow, we expect these expenses to slightly decrease as a percentage of net sales.
General and administrative expenses include IT expenses, rent expenses for leases not capitalized under IFRS 16, consulting services, insurance costs, share-based compensation expense as well as other transaction related, certain legal and other expenses.
Personnel expenses increased by €6.9 million from €119.5 million during the fiscal year ended June 30, 2023 to €126.4 million during the fiscal year ended June 30, 2024, mainly due to the increase of FTE in the new distribution center in Leipzig, Germany. ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ June 30, ​ June 30, ​ Change ​ Change ​ 2023 2024 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses (147,691) (159,292) (11,600) 7.9% Share-based compensation (1) 30,021 18,361 (11,660) (38.8%) Other transaction-related, certain legal and other expenses (2) ​ 5,446 ​ 12,950 ​ 7,504 ​ 137.8% Adjusted SG&A (112,225) (127,981) (15,756) 14.0% Percentage of Net sales ​ (14.7%) ​ (15.2%) ​ ​ ​ (50 BPs) Percentage of GMV (13.2%) ​ (14.0%) ​ ​ ​ (80 BPs) (1) Certain members of management and supervisory board members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods.
Personnel expenses excluding share-based compensation as a percentage of net sales and as a percentage of GMV slightly increased from 12.8% to 12.9% and from 11.8% to 12.1%, respectively,for the year ended June 30, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Personal expenses (119,450) (126,366) (177,728) Percentage of Net sales (15.6%) (15.0%) (14.1%) Percentage of GMV (14.0%) (13.8%) (13.2%) ​ ​ ​ ​ ​ ​ ​ General and administrative expenses (28,241) (32,926) (106,567) Percentage of Net sales (3.7%) (3.9%) (8.4%) Percentage of GMV (3.3%) (3.6%) (7.9%) Selling, general and administrative expenses (147,691) (159,292) (284,295) ​ General and administrative expenses increased by €73.6 million, or 223.7% for the year ended June 30, 2025, compared to prior year, mainly due to other transaction-related, certain legal and other expenses as well as YNAP contribution to the general and administrative expenses. ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Selling, general and administrative expenses (147,691) (159,292) (284,295) Share-based compensation (1) 30,021 18,361 14,287 Other transaction-related, certain legal and other expenses (2) ​ 5,446 ​ 12,950 ​ 49,125 Adjusted SG&A (112,225) (127,981) (220,882) Percentage of Net sales ​ (14.7%) ​ (15.2%) ​ (17.5%) Percentage of GMV (13.2%) ​ (14.0%) ​ (16.4%) (1) Certain members of management and Supervisory Board Members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods.
Selling, general and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change ​ June 30, 2023 June 30, 2024 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses (147,691) (159,292) ​ (11,600) 7.9% Percentage of Net sales (19.3%) (18.9%) ​ ​ 40 BPs Percentage of GMV (17.3%) (17.4%) ​ ​ (10 BPs) ​ The total selling, general and administrative (SG&A) expenses increased by €11.6 million from €147.7 million in fiscal year ended June 30, 2023 to €159.3 million in fiscal year ended June 30, 2024.
Selling, general and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Selling, general and administrative expenses (147,691) (159,292) ​ (284,295) Percentage of Net sales (19.3%) (18.9%) ​ (22.5%) Percentage of GMV (17.3%) (17.4%) ​ (21.1%) ​ The total selling, general and administrative (SG&A) expenses increased by €125.0 million, or 78.5% for the year ended June 30, 2025, compared to the prior year.
As of June 30, 2024, approximately 72% of our cash and cash equivalents were held in Germany, of which approximately 15% were denominated in U.S. Dollars. No other foreign currency held in Germany accounted for more than 10% of our cash and cash equivalents.
As of June 30, 2025, our cash and cash equivalents were €603.6 million, and approximately 76% of our cash and cash equivalents were held in the United Kingdom, of which approximately 55% and 29% were denominated in Euro and U.S. Dollars, respectively. No other currency held accounted for more than 10% of our cash and cash equivalents.
Finance income (cost), net in fiscal 2023 and fiscal 2024 consist of our finance costs related to interest expense on our leases as well as on our former Revolving Credit Facilities with Commerzbank Aktiengesellschaft (“Commerzbank”) and UniCredit Bank AG (“UniCredit”) (together, our “Revolving Credit Facilities”) and current Revolving Credit Facility with Commerzbank Aktiengesellschaft (“Commerzbank”), UniCredit Bank AG (“UniCredit”) and J.P.
Finance costs, net Finance costs, net in fiscal 2025 consists of our finance costs related to interest expense on our leases as well as on our syndicated revolving credit facilities (the “Syndicated RCFs”) with Commerzbank Aktiengesellschaft (“Commerzbank”), UniCredit Bank AG (“UniCredit”) and J.P. Morgan Chase SE.
Changes in our reported net sales are mainly driven by growth in the number of our active customers, changes in average order value, the total number of orders shipped and fees in relation to our curated platform model. 60 Table of Contents Cost of sales, exclusive of depreciation and amortization includes the cost of merchandise sold, net of trade discounts, in addition to inventory write-offs and delivery costs of product from our brand partners.
Changes in our reported net sales are mainly driven by growth in the number of our active customers, changes in average order value, the total number of orders shipped and fees in relation to our curated platform model.
We present Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income, and their corresponding margins, because they are used by our management and frequently used by analysts, investors and other interested parties to evaluate companies in our industry.
Adjusted EBITDA, Illustrative Adjusted EBITDA, each of their corresponding margins as a percentage of net sales, and Illustrative Net sales are non-IFRS financial measures that are used by our management and frequently used by analysts, investors and other interested parties to evaluate companies in our industry.
Our ability to make principal and interest payments on our Revolving Credit Facilities, in addition to funding planned capital expenditures, will depend on our ability to generate cash in the future. Our future ability to generate cash from operations is, to a certain extent, subject to general economic, financial, competitive, regulatory and other conditions.
Our future ability to generate cash from operations is, to a certain extent, subject to general economic, financial, competitive, regulatory and other conditions.
The global luxury market, inclusive of luxury apparel, accessories, beauty and hard goods, is expected to accelerate further reaching €540-580 billion by 2030, more than double its size in 2020, according to the 2024 Bain Study. 59 Table of Contents Growth in Men’s, Kidswear and Life In 2019 we launched Mytheresa Kids, and in January 2020, we launched Mytheresa Men to expand our curated offering to these large and underserved categories.
The global luxury market, inclusive of luxury apparel, accessories, beauty and hard goods, is expected to accelerate further reaching €460-500 billion by 2030, more than double its size in 2020, according to the 2024 Bain Study.
Cost of sales, exclusive of depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ Change Change ​ ​ June 30, 2023 ​ June 30, 2024 ​ Absolute ​ in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales, exclusive of depreciation and amortization (386,027) (456,320) (70,293) 18.2% Percentage of Net sales (50.4%) (54.3%) ​ (390 BPs) Percentage of GMV (45.2%) (49.9%) ​ (470 BPs) ​ Cost of sales, exclusive of depreciation and amortization for the fiscal year ended June 30, 2024 increased by €70.3 million, or 18.2%, compared to the fiscal year ended June 30, 2023.
Nine and seven fashion brands had switched from the wholesale model to CPM as of June 30, 2025 and 2024 respectively. 61 Table of Contents Cost of sales, exclusive of depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Cost of sales, exclusive of depreciation and amortization (386,027) (456,320) (659,019) Percentage of Net sales (50.4%) (54.3%) (52.2%) Percentage of GMV (45.2%) (49.9%) (49.0%) ​ Cost of sales, exclusive of depreciation and amortization, increased by €202.7 million, or 44.4%, for the year ended June 30, 2025, compared to the prior year.
On this basis, Mytheresa Group identifies its online operations and retail store as separate operating segments. Segment EBITDA is used to measure performance, because management believes that this information is the most relevant in evaluating the respective segments relative to other entities that operate in the retail business.
Segment EBITDA is used to measure performance, because management believes that this information is the most relevant in evaluating the respective segments relative to other entities that operate in the retail business. Assets are not allocated to the different business segments for internal reporting purposes.
Operating Results by Segment In line with the management approach, the operating segments were identified on the basis of Mytheresa Group’s internal reporting and how our chief operating decision maker (CODM), assesses the performance of the business. Mytheresa Group collectively identifies its Chief Executive Officer and Chief Financial Officer as the CODM.
Effective execution of this plan is essential to realizing the expected synergies and value creation. Operating Results by Segment In line with our management’s approach, the operating segments were identified on the basis of LuxExperience Group’s internal reporting and how our chief operating decision maker (CODM) assesses the performance of the business.
(3) Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income, and their corresponding margins as a percentage of net sales, are measures that are not defined under IFRS. We use these financial measures to evaluate the performance of our business.
(3) Adjusted EBITDA, Illustrative Adjusted EBITDA, each of their corresponding margins as a percentage of net sales, and Illustrative Net Sales are measures that are not defined under IFRS. See “Definitions of Operative KPIs and Non-IFRS Measures” below for the definitions of these non-IFRS measures.
Research and Development, Patents and Licenses The Mytheresa Group does not perform any research and development activities. There are also currently no intentions to do so. D.
This difference is largely attributable to proceeds from exercise of share options and net proceeds from the Group RCF which offset the interest and lease payments. C. Research and Development, Patents and Licenses LuxExperience does not perform any research and development activities. There are also currently no intentions to do so. D.
These costs fluctuate with changes in net sales and changes in inventory write-offs due to inventory aging. For CPM revenue, we do not incur cost of sales as the purchase price of the goods sold is borne by the CPM brand partner.
For CPM and other commission revenue, we do not incur cost of sales as the purchase price of the goods sold is borne by the CPM brand partner. Gross Profit Gross profit equals our net sales reduced by cost of sales, exclusive of depreciation and amortization.
Gross profit ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ Change Change ​ ​ June 30, 2023 ​ June 30, 2024 ​ Absolute ​ in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit 379,976 384,532 4,556 1.2% Percentage of Net sales 49.6% ​ 45.7% ​ ​ (390 BPs) Percentage of GMV 44.5% ​ 42.1% ​ ​ (240 BPs) ​ ​ 63 Table of Contents For the fiscal year ended June 30, 2024 gross profit was at €384.5 million, an increase of €4.5 million or 1.2% year-over-year.
Gross Profit ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Gross Profit 379,976 384,532 603,257 Percentage of Net sales 49.6% ​ 45.7% ​ 47.8% Percentage of GMV 44.5% ​ 42.1% ​ 44.8% ​ Gross profit increased by €218.7 million, or 56.9%, for the year ended June 30, 2025, compared to the prior year. €172.4 million of this increase is due to the YNAP Acquisition.
The shipping and payment costs ratio increased by 130 BPs in relation to GMV. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change ​ ​ June 30, 2023 June 30, 2024 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Shipping and payment cost (114,785) (135,547) (20,762) 18.1% Other transaction-related, certain legal and other expenses (1) — 1,326 1,326 0.0% Adjusted Shipping and payment cost (114,785) (134,221) (19,437) 16.9% Percentage of Net sales (15.0%) (16.0%) ​ (100 BPs) Percentage of GMV (13.5%) (14.7%) ​ (120 BPs) 1) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new central distribution center in Leipzig, Germany.
For the Luxury | Mytheresa segment, the shipping and payment cost ratio in relation to net sales and GMV decreased from 16.1% to 14.6% and from 14.8% to 13.6%, respectively, for the year ended June 30, 2025, as a result of continuous focus on improving unit economics, driven by an increase in average order value and lower return rates compared to the prior year. ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Shipping and payment cost (114,785) (135,547) (185,763) Other transaction-related, certain legal and other expenses (1) — 1,326 94 Adjusted Shipping and payment cost (114,785) (134,221) (185,668) Percentage of Net sales (15.0%) (16.0%) (14.7%) Percentage of GMV (13.5%) (14.7%) (13.8%) (1) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business, (iii) other non-recurring expenses incurred in connection with the costs of closing our distribution center in Heimstetten, Germany. 62 Table of Contents Marketing expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Marketing expenses (112,001) (96,708) (142,784) Percentage of Net sales ​ (14.6%) ​ (11.5%) ​ (11.3%) Percentage of GMV ​ (13.1%) ​ (10.6%) ​ (10.6%) ​ Marketing expenses increased by €46.1 million, or 47.6% for the year ended June 30, 2025, compared to the prior year.
We do not consider share-based compensation expense to be indicative of our core operating performance. Gross Merchandise Value (GMV) GMV is an operative measure and means the total Euro value of orders processed, including the value of orders processed on behalf of others for which we earn a commission. GMV is inclusive of product value, shipping and duty.
Adjusted EBITDA margin is a non-IFRS financial measure which is calculated in relation to net sales and GMV. Gross Merchandise Value (GMV) GMV is an operative measure and means the total Euro value of orders processed, including the value of orders processed on behalf of others for which we earn a commission.
We believe there is a lack of curated online multi-brand offerings in both categories which we can capture through our differentiated value proposition. We have built our full buying, marketing and merchandising teams, leveraged our brand relationships and are supporting these categories with exclusive capsules, experiences and content.
We have built out full buying, marketing and merchandising teams, leveraged our brand relationships and are supporting these categories with exclusive capsules, experiences and content. We believe we can curate and assort collections for men, as we have done with women’s, expanding our value proposition to these new categories.
Being the only curated luxury online platform to combine womenswear, menswear, kidswear and now lifestyle products, makes us a truly unique and engaging destination for luxury shoppers. Inventory Management We utilize our customer data and collaborate with brand partners to assort a highly relevant assortment of products for our customers.
In the fourth quarter of fiscal 2023 we introduced certified pre-owned luxury watches in collaboration with Bucherer, an extension of fine jewelry assortment. Being the only curated luxury online platform to combine womenswear, menswear, kidswear, lifestyle products and fine jewelry, makes us a truly unique and engaging destination for luxury shoppers.
Income tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ Change ​ Change ​ ​ June 30, 2023 ​ June 30, 2024 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax (expense) income (5,877) 1,814 7,691 (130.9%) Percentage of Net sales (0.8%) 0.2% ​ ​ 100 BPs Percentage of GMV (0.7%) 0.2% ​ ​ 90 BPs ​ Income tax (expense) income include the current income taxes which are calculated based on the respective local taxable income and local tax rules for the period.
Income tax (expense) benefit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) ​ 2023 ​ 2024 2025 Income tax (expense) benefit (5,877) 1,814 (3,570) Percentage of Net sales (0.8%) 0.2% ​ (0.3%) Percentage of GMV (0.7%) 0.2% ​ (0.3%) ​ Income tax expense for the year ended June 30, 2025 is driven by the deferred tax expense of €0.3 million and current tax expense of €3.3 million.
Excluding the Share-based compensation expenses (SBC) and other transaction-related costs, certain legal and other expenses, the Adjusted SG&A expenses as a percentage of net sales increased for the fiscal year ended June 30, 2024 from 14.7% to 15.1% compared to the prior year period, due to higher personnel expenses, rental costs, travel expenses, and other operating expenses, in the periods.
Excluding the share-based compensation expenses and other transaction-related costs, certain legal and other expenses, the adjusted SG&A expenses as a percentage of net sales and as a percentage of GMV increased for the year ended June 30, 2025 from 15.2% to 17.5% and from 14.0% to 16.4%, respectively, compared to the prior year. ​ 64 Table of Contents Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Depreciation and amortization (11,653) (15,205) (25,351) Percentage of Net sales (1.5%) (1.8%) (2.0%) Percentage of GMV (1.4%) (1.7%) (1.9%) ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) ​ 2023 2024 2025 Depreciation and amortization (11,653) (15,205) (25,351) Impairment loss on property and equipment — — 3,070 Adjusted Depreciation and amortization (11,653) (15,205) (22,281) Percentage of Net sales (1.5%) (1.8%) (1.8%) Percentage of GMV (1.4%) (1.7%) (1.7%) ​ Depreciation and amortization expenses increased by €10.1 million, or 66.7% for the year ended June 30, 2025, compared to the prior year.
No single customer accounted for more than 10% of Mytheresa Group’s net sales in any of the periods presented. Substantially, all long-lived assets are located in Germany.
(2) Including YNAP beginning on April 23, 2025. 58 Table of Contents No single customer accounted for more than 10% of LuxExperience Group’s net sales in any of the periods presented.
The share of commission from the CPM is below 10% of net sales. Seven fashion brands had switched from the wholesale model to CPM as of June 30, 2023 and 2024.
The share of commission from the CPM is below 10% of net sales.
Gross profit Gross profit is equal to our net sales reduced by cost of sales, exclusive of depreciation and amortization. Gross profit as a percentage of our net sales is referred to as gross profit margin.
Gross profit as a percentage of our net sales is referred to as gross profit margin. The gross profit margin may fluctuate with the degree of promotional intensity in the industry.
Please see Note 6. ​ 62 Table of Contents Comparison of the Years Ended June 30, 2023 and 2024 Net sales ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ Change Change ​ ​ June 30, 2023 ​ June 30, 2024 ​ Absolute ​ in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales 766,003 840,852 74,849 9.8% Gross Merchandise Value (GMV) 853,190 913,580 60,389 7.1% Net sales percentage of GMV 89.8% ​ 92.0% ​ ​ 220 BPs ​ Net sales increased from €766.0 million for the fiscal year ended June 30, 2023 to €840.8 million for the fiscal year ended June 30, 2024.
Comparison of the Years Ended June 30, 2024 and 2025 ​ Net sales ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Net sales 766,003 840,852 1,262,277 Gross Merchandise Value (GMV) 853,190 913,580 1,346,002 Net sales percentage of GMV 89.8% ​ 92.0% ​ 93.8% ​ Net sales increased by €421.4 million, or 50.1% for the year ended June 30, 2025, compared to the prior year. €348.3 million of this increase is attributable to the YNAP Acquisition, which contributed €213.8 million and €114.7 million for the Luxury | NAP & MRP and Off-Price | YOOX & THE OUTNET segments, respectively.
Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change ​ June 30, 2023 June 30, 2024 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization (11,653) (15,205) (3,551) 30.5% Percentage of Net sales (1.5%) (1.8%) ​ ​ (30 BPs) Percentage of GMV (1.4%) (1.7%) ​ ​ (30 BPs) ​ Depreciation and amortization expenses, increased from €11.6 million for the fiscal year ended June 30, 2023 to €15.2 million for the fiscal year ended June 30, 2024, due to higher depreciation in right of use assets related to the new distribution center in Leipzig, Germany. 66 Table of Contents Finance income (costs), net ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change ​ June 30, 2023 June 30, 2024 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expenses on revolving credit facilities (401) (1,861) (1,460) 363.9% Interest expenses on leases (2,417) (2,916) (499) 20.6% Total Finance costs (2,818) (4,777) (1,959) 69.5% ​ ​ ​ ​ ​ ​ ​ ​ ​ Other interest income 358 5 (354) (98.7%) Total Finance income 358 5 (354) (98.7%) Finance income (costs), net (2,460) (4,772) (2,312) 94.0% Percentage of Net sales (0.3%) (0.6%) ​ (30 BPs) Percentage of GMV (0.3%) (0.5%) ​ (20 BPs) ​ Total interest and other expenses on our Revolving Credit Facilities was €0.4 million during the fiscal year ended June 30, 2023 and €1.86 million during the fiscal year ended June 30, 2024, respectively.
In accordance with IFRS 3, we have performed a thorough reassessment of the assets acquired and liabilities assumed to confirm appropriate recognition and measurement. 65 Table of Contents Finance costs, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Interest expenses on revolving credit facilities ​ (401) ​ (1,861) ​ (3,113) Interest expenses on leases (2,417) (2,916) (4,167) Total Finance costs ​ (2,818) ​ (4,777) ​ (7,280) ​ ​ ​ ​ ​ ​ ​ Other interest income ​ 358 ​ 5 ​ 2,208 Total Finance income ​ 358 ​ 5 ​ 2,208 Finance costs, net (2,460) (4,772) ​ (5,072) Percentage of Net sales (0.3%) (0.6%) ​ (0.4%) Percentage of GMV ​ (0.3%) ​ (0.5%) ​ (0.4%) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Finance costs, net ​ (2,460) ​ (4,772) ​ (5,072) Other transaction-related, certain legal and other expenses — — 500 Adjusted finance costs, net (2,460) (4,772) (4,572) Percentage of Net sales (0.3%) (0.6%) (0.4%) Percentage of GMV ​ (0.3%) ​ (0.5%) ​ (0.3%) ​ Finance costs, net slightly increased by €0.3 million, or 6.3% for the year ended June 30, 2025, compared to the prior year.
As we build our customer base, we will launch additional brand marketing campaigns, host events and develop in-house product content to attract new customers to our platform. If we fail to cost-effectively promote our brand or convert impressions into new customers, our net sales growth and profitability may be adversely affected.
If we fail to cost-effectively promote our brand or convert impressions into new customers, our net sales growth and profitability may be adversely affected. 55 Table of Contents Luxury Brand Partners Our business model relies on providing our customers access to a curated assortment of top luxury brands.
Net cash (outflow) inflow from financing activities Net cash outflow for financing activities during the fiscal year ended June 30, 2024 was €13.3 million, as compared to €5.4 million for the fiscal year ended June 30, 2023, mainly due to increase in interest paid by €2.9 million and lease payments by €3.9 million. C.
Net cash flow from financing activities The cash flow from financing activities changed from a €13.3 million cash outflow for the year ended June 30, 2024 to a €0.1 million cash inflow for the year ended June 30, 2025.
As of June 30, 2024, cash used under the new Revolving Credit Facility amounted to €0. As of June 30, 2024, the Company had cash and cash equivalents of €15.1 million. The interest rate is based on Euribor 3-months plus applicable margin for the Revolving Credit Facility, if used as basic short-term borrowings.
The interest rate on the Syndicated RCF is based on the 3-month Euribor plus an applicable margin for any utilized portion of the facility when used as short-term borrowings.
You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. 68 Table of Contents We use the following metrics in addition to Segment EBITDA to assess the progress of our business, make decisions on where to allocate time and investments and assess the near-term and longer-term performance of our business: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ ​ ​ FY24 vs FY23 ​ ​ June 30, 2022 ​ June 30, 2023 ​ June 30, 2024 Change in % / BPs (in millions) Gross Merchandise Value (GMV) (1) ​ € 745.3 ​ € 853.2 ​ € 913.6 ​ 7.1% Active customer (LTM in thousands) (2) 781 856 852 (0.5%) Total orders shipped (LTM in thousands) (2) 1,765 2,012 ​ 2,090 3.9% Average order value (LTM) (2) 626 654 ​ 703 ​ 7.4% Net sales ​ € 687.8 ​ € 766.0 ​ € 840.9 ​ 9.8% Gross profit ​ € 353.0 ​ € 380.0 ​ € 384.5 ​ 1.2% Gross profit margin ​ 51.3% ​ 49.6% ​ 45.7% ​ (390 BPs) Operating Income (loss) ​ € 2.9 ​ € (8.7) ​ € (22.0) ​ 152.9% Operating Income (loss) margin ​ 0.4% ​ (1.1%) ​ (2.6%) ​ (150 BPs) Net loss ​ € (9.3) ​ € (17.0) ​ € (24.9) ​ 46.4% Net loss margin ​ (1.4%) ​ (2.2%) ​ (3.0%) ​ (80 BPs) Adjusted EBITDA (3) ​ € 66.7 ​ € 38.4 ​ € 25.8 ​ (32.8%) Adjusted EBITDA margin (3) ​ 9.7% ​ 5.0% ​ 3.1% ​ (190 BPs) Adjusted Operating Income (3) ​ € 57.7 ​ € 26.8 ​ € 10.6 ​ (60.3%) Adjusted Operating Income margin (3) ​ 8.4% ​ 3.5% ​ 1.3% ​ (220 BPs) Adjusted Net Income (3) ​ € 45.5 ​ € 18.4 ​ € 7.7 ​ (58.4%) Adjusted Net Income margin (3) ​ 6.6% ​ 2.4% ​ 0.9% ​ (150 BPs) (1) Gross Merchandise Value (“GMV”) is an operative measure and means the total Euro value of orders processed, either as principal or as agent.
You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. ​ The following tables sets forth our non-IFRS financial measures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in millions) (unaudited) 2023 2024 2025 Illustrative Net sales ​ ​ — ​ ​ — ​ € 2,921.3 Adjusted EBITDA (3) ​ € 38.4 ​ € 25.8 ​ € 47.4 Adjusted EBITDA margin (2) (3) ​ ​ 5.0% ​ ​ 3.1% ​ ​ 3.8% Illustrative Adjusted EBITDA (3) (4) ​ ​ — ​ ​ — ​ € (75.3) (1) Gross Merchandise Value (“GMV”) is an operative measure and means the total Euro value of orders processed, either as principal or as agent.
This increase in operating cash flow is due to an improvement in working capital, with lower increase in inventory levels, partially offset by lower increase in trade payables. Net cash outflow from investing activities Cash outflow in investing activities were €22.8 million and €11.8 million for the fiscal year ended June 30, 2023 and 2024, respectively.
Net cash flow from investing activities The cash flow from investing activities has changed from €11.8 million cash outflow for the year ended June 30, 2024 to a €617.5 million cash inflow for the year ended June 30, 2025. This change mainly resulted from cash and cash equivalents acquired in connection with the YNAP Acquisition.
The Mytheresa Group recognized Share-based compensation expenses for the fiscal year ended June 30, 2024 of €18.5 million and €30.0 million for the prior period. ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ June 30, 2023 June 30, 2024 Change Absolute ​ Change in% ​ ​ ​ ​ ​ ​ ​ ​ ​ Personnel expenses (119,450) (126,366) (6,915) ​ 5.8% Share-based compensation 30,021 18,508 (11,513) ​ (38.4%) Total Personnel expenses excl.
The increase in SG&A within the Luxury | Mytheresa segment compared to the prior year is mainly due to other transaction-related, certain legal and other expenses. ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended June 30, (in € thousands) 2023 2024 2025 Personnel expenses (119,450) (126,366) (177,728) Share-based compensation 30,021 18,361 14,287 Total Personnel expenses excl. share based compensation (89,429) (108,005) (163,441) Percentage of Net sales (11.7%) (12.8%) (12.9%) Percentage of GMV (10.5%) (11.8%) (12.1%) ​ 63 Table of Contents Excluding share-based compensation, personnel expenses increased by €55.4 million, or 51.3% for the year ended June 30, 2025, compared to the prior year.
We expect marketing expenses to increase over time as a percentage of net sales, but to stay stable as a percentage of GMV in the medium term. Selling, general and administrative expenses include personnel costs and other types of general and administrative expenses.
Selling, general and administrative expenses Selling, general and administrative expenses include personnel costs and other types of general and administrative expenses.
Removed
In addition, during periods of low unemployment, we generally experience higher labor costs. 56 Table of Contents Growth in Brand Awareness We will continue to invest in brand marketing activities to expand brand awareness.
Added
Item 5: Operating and financial review and prospects You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report.
Removed
Consumer Acquisition and Engagement Our financial performance depends on the expenses we incur to attract and retain consumers and the revenues we then generate with the customers. To continue to grow our business profitably, we need to acquire and retain customers in an efficient manner and of high quality. We acquire customers through our brand marketing and performance marketing efforts.
Added
In addition to historical information, this discussion contains forward-looking statements based on our current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in “Item 3: Key information - D.
Removed
To measure the effectiveness of our marketing spend, we analyze CAC and LTV. Customer Acquisition Cost . We define CAC as all of our online marketing expenses, excluding software costs, which we attribute to acquiring new customers in a given year, divided by the number of customers who placed their first order in the relevant year.
Added
Risk factors” and “Special note regarding forward-looking statements” sections and elsewhere in this Annual Report. Business Overview LuxExperience is an operating holding company. Through its subsidiary Mytheresa Group GmbH (together with its subsidiaries, “Mytheresa”), LuxExperience Group operates a digital platform for the global luxury consumer shipping to over 170 countries.
Removed
These costs accounted for approximately 80% of our total marketing expense in fiscal 2024 as we exclude public relations and creative production costs, as well as marketing expense attributable to retaining existing customers when evaluating CAC. We manage CAC methodically, continually using customer data to optimize our global customer acquisition strategy.
Added
Founded as a boutique in 1987, Mytheresa launched online in 2006 and offers ready-to-wear, shoes, bags and accessories for womenswear, menswear, kidswear as well as lifestyle products and fine jewelry. In April 2025, we completed the YNAP Acquisition, with the luxury segments acquiring the store brands NET-A-PORTER and MR PORTER, and the off-price segment acquiring YOOX and THE OUTNET.
Removed
Starting in fiscal 2017, we introduced a proprietary marketing attribution system focused on customer journeys across media channels. We additionally began utilizing data analytics and algorithms to optimize our paid marketing efforts and bidding strategies to acquire customers whom we believe will deliver high lifetime values.
Added
Our business model combines technology, luxury fashion and differentiated customer service on a global scale. Our highly curated edit of up to 250 brands focuses on true luxury brands such as Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, The Row, Valentino, and many more.
Removed
Collectively, these efforts have resulted in historically declining and now stable CAC, despite a strong growth of our active customer base. Lifetime Value .
Added
Mytheresa’s unique digital experience is based on a sharp focus on high-end luxury shoppers, exclusive product and content offerings, leading technology and analytical platforms as well as high quality service operations.
Removed
We define LTV as the cumulative contribution profit attributable to a particular customer cohort, which we define as all of our customers who made their initial purchase between July 1 and June 30 in a given cohort year.

… 141 more changes not shown on this page.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

107 edited+48 added−15 removed75 unchanged
Biggest changeIn addition to our Articles of Association, the Supervisory Board has determined that certain matters will require its prior written consent as set forth in the rules of procedure of the Management Board subject to such thresholds as the Supervisory Board may set by resolution from time to time (unless approved in the business plan or annual budget of the company for the relevant year or if it is part of the ordinary course of business of MYT Netherlands), including, among other matters: ● entering into new lines of business or discontinuing existing lines of business; ● entering into certain large transactions; ● offering and issuing shares and other securities of MYT Netherlands; ● participations, permanent establishments or joint ventures; ● incurring or guaranteeing certain indebtedness; ● hiring, dismissal or modification of employment agreements of executive employees, if the annual gross salary exceeds a certain amount; ● the approval of our budget, including our investment budget, personnel budget as well as our related financing plan; ● any related party transactions; ● the commissioning of external consultants for which the consideration payable to the consultant exceeds such threshold as the Supervisory Board may set by resolution from time to time; ● concluding or amending certain land leases or rental agreements; ● concluding, terminating or amending agreements concerning financial derivative transactions; ● creating, terminating or amending employee incentive compensation programs and equity-based compensation plans; and ● acquiring treasury shares in return for valuable consideration.
Biggest changeIn addition to our Articles of Association, the Supervisory Board has determined that certain matters will require its prior written consent as set forth in the rules of procedure of the Management Board subject to such thresholds as the Supervisory Board may set by resolution from time to time (unless approved in the business plan or annual budget of the company for the relevant year or if it is part of the ordinary course of business of LuxExperience), including, among other matters: ● entering into new lines of business or discontinuing existing lines of business; ● entering into certain large transactions; 88 Table of Contents ● all transactions in which there are conflicts of interest with managing directors and/or supervisory directors that are of material significance to the Company and/or the relevant managing directors and/or supervisory directors; ● the purchase or sale of real estate; ● offering or issuing of shares and other securities of LuxExperience; ● the purchase, sale or incorporation of participations, permanent establishments or joint ventures; ● the incurrence or guarantee of any indebtedness; ● the hiring, dismissal or modification of an employment agreement of any executive employee if the annual gross salary exceeds a certain amount ; ● the approval of our budget, including our investment budget, personnel budget as well as our related financing plan; ● any related party transaction; ● acquiring shares in share capital of the company in return for valuable consideration; ● the commissioning of external management, corporate, strategy or other consultants for which the consideration payable to the consultant exceeds such threshold as the Supervisory Board may set by resolution from time to time; ● concluding or amending certain land leases or rental agreements; ● concluding, terminating or amending agreements concerning financial derivative transactions; ● the conclusion or amendment of transactions between LuxExperience and any managing director, as well as persons or companies associated with a managing director; ● the conclusion, amendment or termination of agreements concerning financial derivative transactions; ● acquiring treasury shares in return for valuable consideration. ● creating, terminating or amending employee incentive compensation programs and equity-based compensation plans; and ● until completion of the wind down plan in respect of the OFS Activities (as defined below), any material amendments to the wind down plan in respect of the OFS activities, being (i) the provision by YNAP, or any of its subsidiaries, of B2B services to certain luxury brands to set-up and power their own e-commerce destinations, including online and mobile store development, including, in each case, all related and supporting activities thereto (the “OFS Services”), and (ii) the third party agreements, in each case with any amendments or related agreements thereto, entered into for the purpose of transition and decommissioning of OFS Services (the “OFS Agreements”, and together with the OFS Services, the “OFS Activities”).
The non-market performance RSUs will vest after 3 years on June 30, 2025 and contain a performance condition that will determine the number of shares awardable at the end of the performance period pursuant to the respective vested restricted share units. The performance condition is based upon the three-year cumulative gross profit target.
The non-market performance RSUs vest after 3 years on June 30, 2025 and contain a performance condition that will determine the number of shares awardable at the end of the performance period pursuant to the respective vested restricted share units. The performance condition is based upon the three-year cumulative gross profit target.
One third (1/3) of the options vest and become exercisable on each on the first three anniversaries of the service commencement date. After vesting, each option grants the right to purchase one share at a price of USD 4.00. The vested options can be exercised up to 10 years after the service commencement date.
One third (1/3) of the options vest and become exercisable on each of the first three anniversaries of the service commencement date. After vesting, each option grants the right to purchase one share at a price of USD 4.00. The vested options can be exercised up to 10 years after the service commencement date.
Our Articles of Association provide that a quorum of the Supervisory Board members is present if at least half of its members entitled to vote are present or represented during such meeting.
Our Articles of Association provide that a quorum of the Supervisory Board Members is present if at least half of its members entitled to vote are present or represented during such meeting.
As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 9.68, the closing share price on the grant date. As of May 8, 2023, 67,264 RSUs were granted to four Supervisory Board Members.
As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 9.68, the closing share price on the grant date. On May 8, 2023, 67,264 RSUs were granted to four Supervisory Board Members.
As set forth in the charter of the Nominations, Governance and Sustainability Committee included in the rules of procedure of the Supervisory Board, the committee’s duties and responsibilities to carry out its purpose include, among others: ● keeping under review the size and composition (including the skills, experience, independence, knowledge, diversity and length of service) of the Management Board and the Supervisory Board and making recommendations to the Supervisory Board with regard to any changes that are deemed necessary; ● keeping under review the talent development senior executives of MYT Netherlands in view of appropriate succession planning taking into account the balance in the requisite expertise, experience and diversity; ● preparing and updating the Supervisory Board profile; ● drafting the selection criteria and appointment procedures for the recruitment of new managing directors and supervisory directors taking into account the specific requirements as included in the Articles of Association of MYT Netherlands; ● making proposals for appointment and reappointment of suitable Management Board candidates and Supervisory Board candidates to be presented to the general meeting; ● recommending supervisory directors to serve on the Committees of the Supervisory Board, giving consideration to the criteria for service on each committee as set out in the Charter for such committees; ● recommending supervisory directors to serve as the chairperson of the Committees of the Supervisory Board; ● reviewing and discussing sustainability and Environmental, Social, and Governance (ESG) strategy of MYT Netherlands; ● overseeing the corporate governance structure of the MYT Netherlands and developing, recommending to the Supervisory Board and monitoring compliance with the Dutch Corporate Governance Code and any other applicable corporate governance policies and regulations; ● if delegated to it, overseeing the annual evaluation of the Supervisory Board and reporting on its performance and effectiveness; ● establishing, monitoring and recommending the purpose, structure and duties of the Committees of the Supervisory Board, the qualifications and criteria for membership on each Committee of the Supervisory Board and, as circumstances dictate, making any recommendations regarding periodic rotation of supervisory directors among the committees; and ● reviewing and evaluating the performance of the Nominations, Governance and Sustainability Committee and its members.
As set forth in the charter of the Nominations, Governance and Sustainability Committee included in the rules of procedure of the Supervisory Board, the committee’s duties and responsibilities to carry out its purpose include, among others: ● keeping under review the size and composition (including the skills, experience, independence, knowledge and length of service) of the Management Board and the Supervisory Board and making recommendations to the Supervisory Board with regard to any changes that are deemed necessary; ● keeping under review the talent development senior executives of LuxExperience in view of appropriate succession planning taking into account the balance in the requisite expertise and experience; ● preparing and updating the Supervisory Board profile; ● drafting the selection criteria and appointment procedures for the recruitment of new managing directors and supervisory directors taking into account the specific requirements as included in the Articles of Association of LuxExperience; ● making proposals for appointment and reappointment of suitable Management Board candidates and Supervisory Board candidates to be presented to the general meeting; ● recommending supervisory directors to serve on the Committees of the Supervisory Board, giving consideration to the criteria for service on each committee as set out in the Charter for such committees; ● recommending supervisory directors to serve as the chairperson of the Committees of the Supervisory Board; ● reviewing and discussing sustainability and Environmental, Social, and Governance (ESG) strategy of LuxExperience; ● overseeing the corporate governance structure of the LuxExperience and developing, recommending to the Supervisory Board and monitoring compliance with the Dutch Corporate Governance Code and any other applicable corporate governance policies and regulations; ● if delegated to it, overseeing the annual evaluation of the Supervisory Board and reporting on its performance and effectiveness; ● establishing, monitoring and recommending the purpose, structure and duties of the Committees of the Supervisory Board, the qualifications and criteria for membership on each Committee of the Supervisory Board and, as circumstances dictate, making any recommendations regarding periodic rotation of supervisory directors among the committees; and ● reviewing and evaluating the performance of the Nominations, Governance and Sustainability Committee and its members.
As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 4.46, the closing share price of the grant date. As of September 5, 2023, 11,478 RSUs were granted to one Supervisory Board Member.
As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 4.46, the closing share price of the grant date. On September 5, 2023, 11,478 RSUs were granted to one Supervisory Board Member.
As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 3.63, the closing share price of the grant date. As of November 8, 2023, 149,147 RSUs were granted to five Supervisory Board Members.
As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 3.63, the closing share price of the grant date. On November 8, 2023, 149,147 RSUs were granted to five Supervisory Board Members.
The Supervisory Board may decide by resolution from time to time that certain actions referred to above will only require its approval if the monetary amount involved exceeds a certain value that has been determined by the Supervisory Board and reported to the Management Board in writing. 85 Table of Contents Supervisory Board Committees The Supervisory Board has established three committees: the Audit Committee, the Compensation Committee and the Nominations, Governance and Sustainability Committee.
The Supervisory Board may decide by resolution from time to time that certain actions referred to above will only require its approval if the monetary amount involved exceeds a certain value that has been determined by the Supervisory Board and reported to the Management Board in writing. 89 Table of Contents Supervisory Board Committees The Supervisory Board has established three committees: the Audit Committee, the Compensation Committee and the Nominations, Governance and Sustainability Committee.
Share Ownership See “ Item 7: Major shareholders and related party transactions - A. Major Shareholders, ” and see “ Item 6: Directors, senior management and employees - B. Compensation ”. F.
Share Ownership See “ Item 7: Major shareholders and related party transactions - A. Major Shareholders, ” and see “ Item 6: Directors, senior management and employees - B. Compensation ”.
From and after the date MYT Holding directly or indirectly owns less than 25% of the issued and outstanding share capital of MYT Netherlands, MYT Netherlands will be required to file a declaration confirming such event with the Dutch Trade Register of the Chamber of Commerce and to publish a public announcement confirming such filing.
From and after the date MYT Holding directly or indirectly owns less than 25% of the issued and outstanding share capital of LuxExperience, LuxExperience will be required to file a declaration confirming such event with the Dutch Trade Register of the Chamber of Commerce and to publish a public announcement confirming such filing.
The performance-vesting equity awards are in the form of restricted share units (which are referred to as “LTI Performance Shares”). Subject to achievement of the applicable performance goals and the recipient’s continued employment, the LTIP Performance Shares award is paid out in the form of ADSs at the end of the applicable performance period.
The performance-vesting equity awards are in the form of restricted share units (which are referred to as “LTI Performance Shares”). Subject to achievement of the applicable performance goals and the recipient’s continued employment, the LTI Performance Shares award is paid out in the form of ADSs at the end of the applicable performance period.
The LTI consist of an award of to acquire ordinary shares or ADSs, which takes the form of restricted share units, that are subject to the terms and conditions of the MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan, as in effect from time to time (the “2023 Plan”), and an award agreement to be entered into between the Company and the Management Board member.
The LTI consist of an award of ordinary shares or ADSs, which takes the form of restricted share units, that are subject to the terms and conditions of the MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan, as in effect from time to time, and an award agreement to be entered into between the Company and the Management Board member.
The review also covered the performance of the Committees and their effectiveness in achieving objectives and fulfilling their terms of reference. The results of the board evaluation were discussed in the Nominating, Governance and Sustainability Committee and subsequently presented to the Supervisory Board and the Management Board.
The review also covered the performance of the Committees and their effectiveness in achieving objectives and fulfilling their terms of reference. The results of the board evaluation were discussed in the Nominations, Governance and Sustainability Committee and subsequently presented to the Supervisory Board and the Management Board.
Ms. Aufreiter was appointed as member and chairperson of our Supervisory Board effective 1 July 2021. She currently serves on the Audit Committee and the Nominating, Governance and Compensation Committee. She is a former director and senior partner of McKinsey & Company, a global management consulting firm. Throughout her 27 year career at McKinsey, Ms.
Ms. Aufreiter was appointed as member and chairperson of our Supervisory Board effective 1 July 2021. She currently serves on the Audit Committee, the Compensation Committee and the Nominations, Governance and Sustainability Committee. She is a former director and senior partner of McKinsey & Company, a global management consulting firm. Throughout her 27 year career at McKinsey, Ms.
Ruggiero ​ ​ Nora Aufreiter Nominations, Governance and Sustainability Committee ​ Susan Saideman (Chairperson) ​ ​ David B. Kaplan ​ ​ Cesare J. Ruggiero ​ ​ Nora Aufreiter ​ Audit Committee The Audit Committee is comprised of four persons, one of whom is the chair.
Kaplan ​ ​ Cesare J. Ruggiero ​ ​ Nora Aufreiter Nominations, Governance and Sustainability Committee ​ Susan Saideman (Chairperson) ​ ​ Burkhart Grund ​ ​ David B. Kaplan ​ ​ Cesare J. Ruggiero ​ ​ Nora Aufreiter ​ Audit Committee The Audit Committee is comprised of four persons, one of whom is the chair.
As set forth in the Audit Committee charter included in the rules of procedure of the Supervisory Board, the Audit Committee’s duties and responsibilities to carry out its purpose, include, among others: ● monitoring effectiveness of the internal risk management and control systems of MYT Netherlands; ● monitoring the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system as well as the audit of the financial statements, in particular regarding the selection and independence of the auditor and the additional services to be provided by the auditor; ● monitoring of the Management Board with regard to: (i) the application of information and communication technology by MYT Netherlands, including risks relating to cyber security and data privacy; and (ii) the tax policy of the Company. ● recommendations and proposals to ensure the integrity and quality of the financial reporting process; ● evaluating the qualification, independence and performance of the independent external auditor; ● reviewing and discussing with the external auditor and the Management Board the annual audit plan, including critical accounting policies and practices to be used; ● reviewing and discussing with the external auditor and the Management Board the adequacy and effectiveness of the internal accounting controls and critical accounting policies; ● preparation of the review and discussion with the external auditor and the Management Board the results of the annual audit and the review of the quarterly unaudited financial statements; ● reviewing and discussing with the external auditor and the Management Board any quarterly or annual earnings announcements; 86 Table of Contents ● reviewing and approving, as appropriate, any related party transactions and reviewing and monitoring, investigating and addressing potential conflict of interest or other ethical or compliance situations involving any members of the Management Board or any employee of MYT Netherlands or any of its subsidiaries on an ongoing basis for compliance with the Code of Conduct; ● overseeing procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters; ● reviewing and evaluating the performance of the Audit Committee and its members; and ● preparation of the Supervisory Board’s resolution on the consolidated and unconsolidated financial statements.
The Audit Committee undertakes preparatory work for the Supervisory Board’s decision making regarding the supervision of the integrity and quality of financial reporting and the effectiveness of the internal risk management and control systems of LuxExperience As set forth in the Audit Committee charter included in the rules of procedure of the Supervisory Board, the Audit Committee’s duties and responsibilities to carry out its purpose, include, among others: ● monitoring effectiveness of the internal risk management and control systems of LuxExperience; ● monitoring the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system as well as the audit of the financial statements, in particular regarding the selection and independence of the auditor and the additional services to be provided by the auditor; ● monitoring of the Management Board with regard to: (i) the application of information and communication technology by LuxExperience, including risks relating to cyber security and data privacy; and (ii) the tax policy of the Company. ● recommendations and proposals to ensure the integrity and quality of the financial reporting process; ● evaluating the qualification, independence and performance of the independent external auditor; ● reviewing and discussing with the external auditor and the Management Board the annual audit plan, including critical accounting policies and practices to be used; ● reviewing and discussing with the external auditor and the Management Board the adequacy and effectiveness of the internal accounting controls and critical accounting policies; ● preparation of the review and discussion with the external auditor and the Management Board the results of the annual audit and the review of the quarterly unaudited financial statements; 90 Table of Contents ● reviewing and discussing with the external auditor and the Management Board any quarterly or annual earnings announcements; ● reviewing and approving, as appropriate, any related party transactions and reviewing and monitoring, investigating and addressing potential conflict of interest or other ethical or compliance situations involving any members of the Management Board or any employee of LuxExperience or any of its subsidiaries on an ongoing basis for compliance with the Code of Conduct; ● overseeing procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters; ● reviewing and evaluating the performance of the Audit Committee and its members; and ● preparation of the Supervisory Board’s resolution on the consolidated and unconsolidated financial statements.
Using questionnaires completed by all directors, the key areas which were explored included: board composition and functioning, access to and relationship with management, board expertise and dynamics, talent and succession planning, the Supervisory Board’s key areas of supervision in relation to strategy development, setting and monitoring the Company’s culture and values, financial performance, market developments, ESG topics, diversity and inclusion and risk and governance.
Using questionnaires completed by all directors, the key areas which were explored included: board composition and functioning, access to and relationship with management, board expertise and dynamics, talent and succession planning, the Supervisory Board’s key areas of supervision in relation to strategy development, setting and monitoring the Company’s culture and values, financial performance, market developments and risk and governance.
Resolutions of our Supervisory Board are passed by a simple majority of the votes cast unless otherwise required by law, our Articles of Association or the rules of procedure of our Supervisory Board. In the event of a tie vote, the proposal is rejected. 78 Table of Contents B.
Resolutions of our Supervisory Board are passed by a simple majority of the votes cast unless otherwise required by law, our Articles of Association or the rules of procedure of our Supervisory Board. In the event of a tie vote, the proposal is rejected. B.
The significant differences between the corporate governance practices that we follow and those set forth in the NYSE Listed Company Manual are described in “Item 16.G Corporate Governance.” Board Composition MYT Netherlands has a two-tiered board structure consisting of the Management Board (bestuur) and the Supervisory Board (raad van commissarissen).
The significant differences between the corporate governance practices that we follow and those set forth in the NYSE Listed Company Manual are described in “Item 16.G Corporate Governance.” Board Composition / Internal governance LuxExperience has a two-tiered board structure consisting of the Management Board (bestuur) and the Supervisory Board (raad van commissarissen).
One-third (1/3) of the time-vesting RSUs awarded will vest in substantially equal installments on each of June 30, 2023, June 30, 2024 and June 30, 2025, subject to continued service on such vesting dates.
One-third (1/3) of the time-vesting RSUs awarded vested in substantially equal installments on each of June 30, 2023, June 30, 2024 and June 30, 2025, subject to continued service on such vesting dates.
She has worked extensively in the U.S., Canada and internationally serving her clients in consumer facing industries including major retailers, financial institutions and other consumer-facing companies. Before joining McKinsey, Ms. Aufreiter spent three years in financial services working in corporate finance and investment banking.
She has worked extensively in the United States, Canada and internationally serving her clients in consumer facing industries including major retailers, financial institutions and other consumer-facing companies. Before joining McKinsey, Ms. Aufreiter spent three years in financial services working in corporate finance and investment banking.
A member of the Supervisory Board who serves for only a portion of a given fiscal year or who holds the position of chairperson or vice-chairperson of the Supervisory Board, or chairperson of a Committee, for only a portion of a given fiscal year shall only be remunerated pro rata. C.
A member of the Supervisory Board who serves for only a portion of a given fiscal year or who holds the position of chairperson or vice-chairperson of the Supervisory Board, or chairperson of a Committee, for only a portion of a given fiscal year shall only be remunerated pro rata. 86 Table of Contents C.
Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date. The total number of RSU’s vested on May 8, 2024.
Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of LuxExperience B.V. upon vesting, based on the deemed value of award on grant date. The total number of RSU’s vested on May 8, 2024.
As of July 1, 2023, 1,968,750 RSUs were granted to selected key management members. Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date.
On July 1, 2023, 1,968,750 RSUs were granted to selected key management members. Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of LuxExperience B.V. upon vesting, based on the deemed value of award on grant date.
On June 30, 2021, Nora Aufreiter was appointed as member of the Supervisory Board and she was subsequently appointed as its Chairperson effective July 1, 2021.
On June 30, 2021, Nora Aufreiter was appointed as member of the Supervisory Board and she was subsequently appointed as its Chairperson effective July 1, 2021. A vice-chairperson of the supervisory board was appointed in July 2021.
So long as MYT Holding directly or indirectly owns 25% or more of the issued and outstanding share capital of MYT Netherlands, members of the Supervisory Board will be appointed for a maximum period of four years, provided that, unless a member of the Supervisory Board resigns, dies or is removed earlier or upon his or her appointment a term shorter than four years has been determined, his or her appointment period shall expire at the closing of the annual general meeting that will be held in the fourth calendar year after the year of his or her appointment.
Our Supervisory Board currently consists of eight members. 87 Table of Contents So long as MYT Holding directly or indirectly owns 25% or more of the issued and outstanding share capital of LuxExperience, members of the Supervisory Board will be appointed for a maximum period of four years, provided that, unless a member of the Supervisory Board resigns, dies or is removed earlier or upon his or her appointment a term shorter than four years has been determined, his or her appointment period shall expire at the closing of the annual general meeting that will be held in the fourth calendar year after the year of his or her appointment.
We believe that the service agreements between us and the members of our Management Board provide for payments and benefits that are in line with customary market practice.
Remuneration of the Members of Our Management Board Service Agreements with Management Board Members . We established service agreements with all current members of our Management Board. We believe that the service agreements between us and the members of our Management Board provide for payments and benefits that are in line with customary market practice.
Activities of and evaluation by the Supervisory Board The Supervisory Board provides oversight, evaluates progress and performance, maintains a sound and transparent system of checks and balances and advises the Management Board, when appropriate. It oversees the steps taken by the Management Board to formulate a sustainability and ESG strategy that is appropriate for MYT Netherlands.
Activities of and evaluation by the Supervisory Board The Supervisory Board provides oversight, evaluates progress and performance, maintains a sound and transparent system of checks and balances and advises the Management Board, when appropriate. It oversees the steps taken by the Management Board to formulate a sustainable strategy that is appropriate for the Company.
Compensation Committee Our Compensation Committee is comprised of four persons, one of whom is the chair.
Compensation Committee Our Compensation Committee is comprised of five persons, one of whom is the chair.
In June 2024, the Supervisory Board approved the short-term incentive plan (“STI”) for fiscal year 2025 and the long-term incentive plan (“LTI”) for 2025- 2027. After each meeting, the Supervisory Board met without management present. The Audit Committee held four meetings all with a (virtual) attendance of nearly 100%.
In July 2025, the Supervisory Board approved the short-term incentive plan (“STI”) for fiscal year 2026 and the long-term incentive plan (“LTI”) for fiscal years 2026 - 2028. After each meeting, the Supervisory Board met without management present. The Audit Committee held four meetings all with a (virtual) attendance of nearly 100%.
At the annual general meeting held in November 2023, the general meeting of the company adopted an amended and restated incentive compensation plan, referred as the MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan (the “2023 Plan”). The 2023 Plan no longer includes the Alignment Grant and the Restoration Grant.
At the annual general meeting held in November 2023, the general meeting of the company adopted an amended and restated incentive compensation plan, referred as the LuxExperience B.V. 2023 Omnibus Incentive Compensation Plan. The 2023 Plan no longer includes the Alignment Grant and the Restoration Grant.
Their tasks are laid down in the rules for procedure of the Supervisory Board, which is available on MYT Netherland’s website. ​ ​ ​ Name of Committee Current Members Audit Committee Marjorie Lao (Chairperson) ​ Nora Aufreiter ​ Susan Gail Saideman ​ Sascha Zahnd Compensation Committee Michaela Tod (Chairperson) ​ ​ David B. Kaplan ​ ​ Cesare J.
Their tasks are laid down in the rules for procedure of the Supervisory Board, which is available on LuxExperience’s website. ​ ​ ​ Name of Committee Current Members Audit Committee Marjorie Lao (Chairperson) ​ Nora Aufreiter ​ Susan Gail Saideman ​ Sascha Zahnd Compensation Committee Michaela Tod (Chairperson) ​ ​ Burkhart Grund ​ ​ David B.
Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date. The total number of RSU’s will vest on September 5, 2024.
Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of LuxExperience B.V. upon vesting, based on the deemed value of award on grant date. The total number of RSU’s vested on September 5, 2024.
Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date. The total number of RSU’s will vest on November 8, 2024.
Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of LuxExperience B.V. upon vesting, based on the deemed value of award on grant date. The total number of RSU’s vested on November 8, 2024.
Mytheresa Group established an Employee Share Purchase Plan, with the intent to encourage long-term relationship with the company and its employees.
LuxExperience Group established an Employee Share Purchase Plan, with the intent to encourage long-term relationships with the company and its employees.
Selected key management members were granted an IPO related award package. This package consists of the “Alignment Grant” and the “Restoration Grant”. Furthermore, restricted shares were granted to supervisory board members as part of the annual plan. Additionally, the Compensation Committee of the Supervisory Board decides annually about a Long-Term Incentive Plan (LTI).
Selected key management members were granted an IPO-related award package. This package consists of the “Alignment Grant” and the “Restoration Grant”. Furthermore, restricted shares were granted to Supervisory Board Members as part of the annual plan. Additionally, the Compensation Committee of the Supervisory Board recommends and Supervisory Board approves annually the LTI.
The following table summarizes the main features of the annual plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of arrangement Supervisory Board Members plan ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Award Restricted Shares / Restricted Share Units Date of first grant ​ January 20, 2021 July 1, 2021 February 9, 2022 July 1, 2022 May 8, 2023 September 5, 2023 November 8, 2023 Number granted ​ 15,384 ​ 7,393 ​ 22,880 ​ 11,467 ​ 67,264 ​ 11,478 ​ 149,147 Vesting conditions ​ The restricted shares vested in full on December 31, 2021. ​ The restricted shares vested in full on June 30, 2022. ​ The restricted shares vested in full on February 8, 2023. ​ The restricted shares vested in full on June 30, 2023 ​ The restricted shares Units vested in full on May 8, 2024 ​ The restricted shares Units are scheduled to vest in full on September 5, 2024 ​ The restricted shares Units are scheduled to vest in full on November 8, 2024 ​ MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan In connection with the IPO we adopted the 2020 Plan, under which we granted equity-based awards in order to attract, motivate and retain employees and other service providers, align the interests of such persons with our shareholders, and promote ownership of our equity or pay incentive compensation, including incentive compensation measured by reference to the value of our equity.
The following table summarizes the main features of the awards Supervisory Board: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of arrangement Supervisory Board Members Plans Type of Award Restricted Shares / Restricted Share Units Date of first grant February 9, 2022 July 1, 2022 May 8, 2023 September 5, 2023 November 8, 2023 November 12, 2024 Number granted ​ 22,880 ​ 11,467 ​ 67,264 ​ 11,478 ​ 149,147 ​ 85,502 Vesting conditions ​ The restricted shares vested in full on February 8, 2023. ​ The restricted shares vested in full on June 30, 2023 ​ The restricted shares Units vested in full on May 8, 2024 ​ The restricted shares Units vested in full on September 5, 2024 ​ The restricted shares Units vested in full on November 8, 2024 ​ The restricted share units are scheduled to vest in full on November 12, 2025 ​ ​ 84 Table of Contents Second Amended and Restated LuxExperience 2023 Omnibus Incentive Compensation Plan In connection with the IPO we adopted the 2020 Plan, under which we granted equity-based awards in order to attract, motivate and retain employees and other service providers, align the interests of such persons with our shareholders, and promote ownership of our equity or pay incentive compensation, including incentive compensation measured by reference to the value of our equity.
Agreements regarding the Supervisory Board and the Management Board No arrangements or understandings exist with any major shareholder, customer, supplier or other person pursuant to which any member of our supervisory board or management board has been appointed or elected Changes to our Supervisory Board in fiscal year 2024 There have been no changes to the Supervisory Board in FY 24.
Agreements regarding the Supervisory Board and the Management Board No arrangements or understandings exist with any major shareholder, customer, supplier or other person pursuant to which any member of our supervisory board or management board has been appointed or elected.
In the event of a reappointment after an eight-year period, reasons should be given in the report of the Supervisory Board, as included in the annual report of MYT Netherlands. With any appointment or reappointment, the profile as prepared by the Supervisory Board should be observed.
In the event of a reappointment after an eight-year period, reasons should be given in the report of the Supervisory Board, as included in the Annual Report of LuxExperience With any appointment or reappointment, the profile as prepared by the Supervisory Board should be observed. The Supervisory Board will prepare a rotation schedule for the members of the Supervisory Board.
The granted options are divided into three different tranches which have varying grant date fair value. As the stock options awarded on July 1, 2023 were subject to approval by the shareholders, the grant date is the date of the AGM when approval was obtained on November 8, 2023.
The granted options are divided into three different tranches which have varying grant date fair value. As the stock options awarded on July 1, 2023 were subject to approval by the shareholders, the grant date is the time of communication on December 15, 2023 after approval of the AGM.
As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 3.52, the closing share price of the day before the grant date.
As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 6.14, the closing share price of the grant date.
In connection with a Rule 10b5-1 plan, established in December 2021, certain members of our Management Board exercised 186,073 (2022: 71,086) Options of the Company’s ADSs on the open market during the fiscal year ended June 30, 2023 at a weighted average exercise price per ADS of $5.79.
In connection with a Rule 10b5-1 plan, established in December 2021, during the fiscal year ended June 30, 2025, certain members of our Management Board exercised 1,194,084 Options of the Company’s ADSs, granted as part of the Alignment Grant, on the open market at a weighted average exercise price per ADS of $5.79.
Kaplan male ​ 56 2024 Co-Founder, Director, Partner of Ares Management Corporation Co-Chairman and Chief Executive Officer of Ares Acquisition Corporation, Chairman of the Board of Directors of Cedars-Sinai Medical Center, and member of the President’s Advisory Group of the University of Michigan Marjorie Lao female ​ 50 2024 Director, Logitech SA, Monde Nissin UK Ltd and Sitecore Holding II A/S and on the Board of Commissioners of GoTo Gojek Tokopedia Group (Indonesia) Cesare Ruggiero male ​ 47 2024 Managing Director, CPPIB, member of the Board of Informatica Inc. and of Ports of America Susan Gail Saideman* female ​ 62 2024 Director, Church & Dwight Co., Inc. and serves on the advisory board of Endeavor.org Michaela Tod* female ​ 54 2024 Director, a member of the Supervisory board of Robert Walters PLC.
Kaplan ​ male ​ 57 ​ 2028 ​ Co-Founder, Director, Partner of Ares Management Corporation Co-Chairman and Chief Executive Officer of Ares Acquisition Corporation, Chairman of the Board of Directors of Cedars-Sinai Medical Center, and member of the President’s Advisory Group of the University of Michigan, member of the board of directors of X-Energy Reactor Company, LLC and Chairman of the board of directors of the parent entity of Cooper’s Hawk Winery & Restaurants Marjorie Lao* female ​ 51 2028 Director, Logitech SA, Monde Nissin UK Ltd and Sitecore Holding II A/S and on the Board of Commissioners of GoTo Gojek Tokopedia Group (Indonesia) Cesare Ruggiero male ​ 48 2028 Managing Director, CPPIB, member of the Board of Informatica Inc. and of Ports of America Susan Gail Saideman* female ​ 63 2028 Director, Church & Dwight Co., Inc. and serves on the advisory board of Endeavor.org Michaela Tod* female ​ 55 2028 Director, a member of the Supervisory board of Robert Walters PLC, member of the board of Illy S.p.A.
At its meetings the Nominations, Governance and Sustainability Committee discussed the implementation of the diversity and inclusion initiatives and the diversity policy, it reviewed the composition of the Boards, the succession matrix for the Management Board and it reviewed the skills matrix of the Supervisory Board.
The Nominations, Governance and Sustainability Committee met four times during the fiscal 2025. At its meetings the Nominations, Governance and Sustainability Committee discussed the implementation of the inclusion initiatives and policies, it reviewed the composition of the Boards, the succession matrix for the Management Board and it reviewed the skills matrix of the Supervisory Board.
We believe that our relations with our employees are good. 88 Table of Contents The following table provides a breakdown of our FTEs by department: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ As of ​ June 30, 2022 June 30, 2023 June 30, 2024 Department: ​ ​ ​ ​ ​ ​ Creative, Customer Experience and Public Relations 200.3 ​ 233.7 ​ 220.1 Performance Marketing, CRM and Business Development 68.8 ​ 79.3 ​ 72.8 Buying, Merchandising & Planning 89 ​ 108.4 ​ 120.7 Finance, Human Resources & Management 131.4 ​ 145.2 ​ 147.6 IT & Shop Management 96.7 ​ 131.4 ​ 122.1 Customer Service, Fulfillment & Logistics 573 ​ 694.6 ​ 1,096.7 Retail Stores 37.4 ​ 39.7 ​ 36.6 Total 1,196.7 ​ 1,432.2 ​ 1,816.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ As of ​ June 30, 2022 June 30, 2023 June 30, 2024 Geography: ​ ​ ​ ​ ​ Germany 1,074.8 ​ 1,245.8 ​ 1,617.7 Italy 23 ​ 32 ​ 32 United Kingdom 21 ​ 32.6 ​ 34.8 Spain 58.4 ​ 82.8 ​ 95 United States of America 19.5 ​ 26 ​ 26.2 China ​ — ​ 12 ​ 10.9 Hong Kong ​ — ​ 1 ​ — Total 1,196.7 ​ 1,432.3 ​ 1,816.6 ​ E.
We believe that our relations with our employees are good. 92 Table of Contents The following table provides a breakdown of our FTEs by department: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ As of ​ June 30, 2023 June 30, 2024 June 30, 2025 Department: ​ ​ ​ ​ ​ ​ Creative, Customer Experience and Public Relations 233.7 ​ 220.1 ​ 255.3 Performance Marketing, CRM and Business Development 79.3 ​ 72.8 ​ 176.2 Buying, Merchandising & Planning 108.4 ​ 120.7 ​ 641.7 Finance, Human Resources & Management 145.2 ​ 147.6 ​ 376.3 IT & Shop Management 131.4 ​ 122.1 ​ 590.2 Customer Service, Fulfillment & Logistics 694.6 ​ 1,096.7 ​ 2,182.8 Retail Stores 39.7 ​ 36.6 ​ 39.5 Total 1,432.2 ​ 1,816.6 ​ 4,261.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ As of ​ June 30, 2023 June 30, 2024 June 30, 2025 Geography: ​ ​ ​ ​ ​ Germany 1,245.8 ​ 1,617.7 ​ 1,270.2 Italy 32.0 ​ 32.0 ​ 1,129.1 United Kingdom 32.6 ​ 34.8 ​ 1,048.3 Spain 82.8 ​ 95.0 ​ 112.7 United States of America 26.0 ​ 26.2 ​ 523.6 China ​ 12.0 ​ 10.9 ​ 137.0 Other ​ 1.0 ​ — ​ 41.0 Total 1,432.3 ​ 1,816.6 ​ 4,261.9 ​ E.
As of July 1, 2021, 2022 and 2023 the LTI was granted to certain key management members consisting of restricted share units (“RSUs”) with time and performance obligations and for the LTI granted on July 1, 2023 certain stock options were granted to selected key management members.
As of July 1, 2021, 2022, 2023 and 2024 the LTI was granted to certain key management members consisting of restricted share units (“RSUs”) with time and performance obligations and for the LTI granted on July 1, 2023 and on July 1, 2024 certain stock options were granted to selected key management members under the new 2023 Omnibus Incentive Compensation Plan adopted on the 8th of November 2023 (the “2023 Plan”).
Directors and Senior Management The following table sets forth the names and functions of the current members of our Management Board, their ages and their terms as of the date of this Annual Report: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Name Nationality Gender Age Term Ends Position Michael Kliger German ​ male ​ 57 2024 Chief Executive Officer Dr.
Directors and Senior Management The following table sets forth names and functions of the current members of our Management Board, their ages and their terms as of the date of this Annual Report, as well as individuals who resigned during the fiscal year ended June 30, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Name Nationality Gender Age Term Ends Position Michael Kliger German ​ Male ​ 58 2028 Chief Executive Officer Dr.
Overall, 1,597,751 phantom shares were granted to the management board members. ii) Annual Plans As of July 1, 2022, 294,424 RSUs were granted to selected key management members.
Overall, 1,597,751 phantom shares were granted to the management board members. 81 Table of Contents ii) Annual Plans On July 1, 2022, 294,424 restricted share units were granted to selected key management members.
As set forth in the charter of the Compensation Committee included in the rules of procedure of the Supervisory Board, the committee’s duties and responsibilities to carry out its purpose include, among others: ● making recommendations regarding the remuneration policy for both the Management Board and the Supervisory Board and monitoring its compliance; ● considering all aspects of compensation and employment terms for the Management Board, making recommendations to and preparing decisions of the Supervisory Board, discussing the terms of new service agreements for the members of the Management Board and amendments to existing agreements, including compensation guidelines, incentive programs, strategy and framework; ● commissioning, when appropriate, an independent review of the compensation guidelines and the compensation packages paid to the members of the Management Board, to ensure that the guidelines reflect the best practices and that the packages remain competitive and in line with market practice; ● presenting an evaluation of the Management Board’s performance and making a recommendation to the Supervisory Board regarding the employment terms and compensation of the Management Board; ● assisting the Supervisory Board in the oversight of regulatory compliance with respect to compensation matters, including monitoring our system for compliance with the relevant provisions of the Dutch Corporate Governance Code and the listing rules of any relevant security exchange upon which ADSs are listed concerning the disclosure of information about compensation for the Management Board and other senior executives; ● reviewing and recommending any severance or similar termination payments proposed to be made to any current or former member of the Management Board; ● administering the MYT Netherlands’s incentive compensation plans and equity compensation plans; and ● making recommendations to the Supervisory Board with respect to the incentive compensation plans and equity-based compensation plans of MYT Netherlands and discussing and determining amendments to existing plans or the establishment of new management and employee compensation plans. ​ 87 Table of Contents Nominations, Governance and Sustainability Committee ​ Our Nominations, Governance and Sustainability Committee is comprised of four persons, one of whom is the chair.
As set forth in the charter of the Compensation Committee included in the rules of procedure of the Supervisory Board, the committee’s duties and responsibilities to carry out its purpose include, among others: ● making recommendations regarding the remuneration policy (including clawback) for our Management Board, the Executive Committee and our Supervisory Board and monitoring its implementation; ● considering all aspects of compensation and employment terms for our Management Board and (other members of) our Executive Committee, making recommendations to and preparing decisions of the Supervisory Board, discussing the terms of new service agreements for our managing directors and (other members of) our Executive Committee and amendments to existing agreements, including compensation guidelines, incentive programs, strategy and framework; ● commissioning, when appropriate, an independent review of the compensation guidelines and the compensation packages paid to our managing directors and (other members of) our Executive Committee to ensure that the guidelines reflect the best practices and that the packages remain competitive and in line with market practice; ● presenting an evaluation of our Management Board’s performance vis-à-vis the agreed individual performance targets and making a recommendation to our Supervisory Board regarding the individual employment terms and compensation of our Management Board; ● assisting our Supervisory Board in the oversight of regulatory compliance with respect to compensation matters, including monitoring the system for compliance with the relevant provisions of the Dutch Corporate Governance Code and the listing rules of any relevant securities exchange upon which LuxExperience’s shares are listed concerning the disclosure of information about compensation for our Management Board and other senior executives; ● reviewing and recommending any severance or similar termination payments proposed to be made to any current or former managing directors; ● administering LuxExperience’s incentive compensation plans and equity compensation plans, including but not limited to the review of the dilution tracking process with an annual estimation of dilution prior to execution of any and all annual granting of Long Term Incentive compensation by LuxExperience and confirmatory reporting afterwards on the actual dilution impact of the award of equity based remuneration; and 91 Table of Contents ● making recommendations to the Supervisory Board with respect to the incentive compensation plans and equity based compensation plans of LuxExperience and discussing and determining amendments to existing plans or the establishment of new management and employee compensation plans.
Our management board held the following shares and/or options (both vested and unvested) as of June 30, 2024: a) Description of share-based compensation arrangements In connection with the Initial Public Offering (“IPO”) of MYT Netherlands Parent B.V. in January 2021, we adopted the 2020 Plan (MYT Netherlands Parent B.V. 2020 Omnibus Incentive Compensation Plan), under which we granted equity-based awards to selected key management members and supervisory board members on January 20, 2021.
See note 27 in the Notes in the Consolidated Financial Statements for further details. 80 Table of Contents Our management board held the following shares and/or options (both vested and unvested) as of June 30, 2025: a) Description of share-based compensation arrangements In connection with the IPO of LuxExperience B.V. in January 2021, we adopted the 2020 Plan (MYT Netherlands Parent B.V. 2020 Omnibus Incentive Compensation Plan), under which we granted equity-based awards to selected key management members and Supervisory Board Members on January 20, 2021.
A vice-chairperson of the supervisory board was appointed in July 2021. 84 Table of Contents According to Articles of Association, the Supervisory Board meets as often as its chairperson or at least two members of the Supervisory Board or the Management Board deem necessary.
According to Articles of Association, the Supervisory Board meets as often as its chairperson or at least two members of the Supervisory Board or the Management Board deem necessary.
Ruggiero has served as a member of our Supervisory Board since September 2020 and currently serves on the Nominating, Governance and Compensation Committee. Mr. Ruggiero is a managing director with CPP Investments and leads the Portfolio Value Creation group. He works with portfolio companies across private equity, infrastructure and sustainable energies investments to achieve full value potential.
Ruggiero has served as a member of our Supervisory Board since September 2020 and currently serves on the Compensation Committee and the Nominations, Governance and Sustainability Committee. Mr. Ruggiero is a managing director with CPP Investments and leads the Portfolio Value Creation group.
Saideman is a board member of Church & Dwight since June 2019 where she is also on the Audit and Governance, Nominating & Corporate Responsibility Committees. She serves on the advisory board of Endeavor.org. Previously, she was on the board of PrePac Manufacturing and DevaCurl. She also previously served on the boards of FIRST Washington and Harvey Mudd College. Ms.
Saideman is a board member of Church & Dwight since June 2019 where she is also on the Audit and Governance, Nominating & Corporate Responsibility Committees. She also volunteers with Endeavor.org as a mentor and panelist. Previously, she was on the board of PrePac Manufacturing and DevaCurl.
Compensation Management Board Members The amount of compensation, including benefits in kind, accrued or paid to our management board members with respect to their service on the management board in the year ended June 30, 2024 was in total combined €17,481 thousand (previous year: €26,077 thousand). See note 27 in the Notes in the Consolidated Financial Statements for further details.
Compensation Management Board Members The amount of compensation, including benefits in kind, accrued or paid to our management board members with respect to their service on the management board in the year ended June 30, 2025 was in total combined €15,870 thousand (previous year: €17,481 thousand).
Martin Beer German ​ male ​ 56 2024 Chief Financial Officer Sebastian Dietzmann German ​ male ​ 50 2025 Chief Operating Officer Gareth Locke French ​ male ​ 49 2025 Chief Growth Officer ​ The business address of the members of our Management Board is the same as our business address: Einsteinring 9, 85609 Aschheim/Munich, Germany.
Martin Beer German ​ Male ​ 57 2028 Chief Financial Officer Sebastian Dietzmann German ​ Male ​ 51 Term ended 23.04.2025 Chief Operating Officer Gareth Locke French ​ Male ​ 50 Term ended 23.04.2025 Chief Growth Officer Amber Pepper ​ Great Britain ​ Female ​ 45 ​ Term ended 23.04.2025 ​ Chief Customer Experience Officer ​ The business address of the members of our Management Board is the same as our business address: Einsteinring 9, 85609 Aschheim/Munich, Germany.
Effective for the financial year following the completion of this Annual Report, we established that the annual STI award has two performance goals: (i) a Gross Merchandise Value (GMV) goal, and (ii) an adjusted EBITDA goal, each of which is weighted in such amounts as determined by the Supervisory Board.
The Supervisory Board has the authority to adjust any STI award payout if changed circumstances have arisen during the performance period, such as a change in economic and business conditions, a significant acquisition or disposition or a change in business strategy. 85 Table of Contents Effective for the financial year following the completion of this Annual Report, we established that the annual STI award has two performance goals: (i) a Gross Merchandise Value (GMV) goal, and (ii) an Adjusted EBITDA goal, each of which is weighted in such amounts as determined by the Supervisory Board.
He also serves as an independent board member and member of the Strategy Committee of Valeo, a European company listed at Euronext in Paris governed by the laws of France and Europe. Mr. Zahnd is the former non-executive chairman and a member of the Audit Committee of Valora Holding AG, a Swiss retail holding company.
Zahnd currently serves on the Board and Audit Committee of Logitech, a Swiss public company listed on the SIX Swiss Exchange. Since 2024, he also serves as an independent board member and member of the Strategy Committee of Valeo, a European company listed at Euronext in Paris governed by the laws of France and Europe. Mr.
The focus is on long-term sustainable value creation to the best interest of all stakeholders of the company. In fiscal year 2024, the Supervisory Board held five meetings. All but three meetings had a (virtual) attendance of 100%, at two meetings (virtual) attendance was 85%.
The focus is on long-term sustainable value creation to the best interest of all stakeholders of the company. 78 Table of Contents In fiscal year 2025, the Supervisory Board held nine meetings. The meetings had a (virtual) attendance of 100%, except for six meetings, which had (virtual) attendance of 85%.
After vesting, each option grants the right to purchase one share at a price of USD 4.00. The vested options can be exercised up to 10 years after the service commencement date. The granted options are divided into three different tranches which have varying grant date fair value.
The vested options can be exercised up to 10 years after the service commencement date. The granted options are divided into three different tranches which have varying grant date fair value.
Pursuant to paragraphs 21(g) and 24 of IAS 33, as certain shares are fully vested and contingently issuable for no consideration, they are treated as outstanding and included in the calculation of both basic and diluted earnings per share. i) IPO Related One-Time Award Package Alignment Grant Under this share-based payment program, the options vest and become exercisable with respect to 25 % on each on the first four anniversaries of the grant date (January 20, 2021).
Pursuant to paragraphs 21(g) and 24 of IAS 33, as certain shares are fully vested and contingently issuable for no consideration, they are treated as outstanding and included in the calculation of both basic and diluted earnings per share. i) IPO Related One-Time Award Package Alignment Grant Under the 2020 Omnibus Incentive Compensation Plan share-based payment program, options were granted to selected key management members.
Kaplan joined Ares in 2003 from Shelter Capital Partners, LLC, where he was a Senior Principal from June 2000 to April 2003. From 1991 through 2000, Mr. Kaplan was a Senior Partner of Apollo Management, L.P. and its affiliates. Prior to Apollo, Mr. Kaplan was a member of the Investment Banking Department at Donaldson, Lufkin & Jenrette Securities Corp. Mr.
Kaplan is the Co-Chairman and Chief Executive Officer of Ares Acquisition Corporation II (“AACT”). Mr. Kaplan joined Ares in 2003 from Shelter Capital Partners, LLC, where he was a Senior Principal from June 2000 to April 2003. From 1991 through 2000, Mr. Kaplan was a Senior Partner of Apollo Management, L.P. and its affiliates. Prior to Apollo, Mr.
Our Management Board represents us in our dealings with third parties. In fulfilling their duties, the members of the Management Board must act in the interest of MYT Netherlands and its related business. 83 Table of Contents The Supervisory Board supervises the Management Board, of the Company, the Company’s general course of affairs, and its affiliated business.
Our Management Board represents us in our dealings with third parties. In fulfilling their duties, the members of the Management Board must act in the interest of LuxExperience and its related business.
From 2001 to 2010, Mr. Zahnd held a series of management positions at IKEA, a multinational conglomerate in the home furnishing space. Mr. Zahnd serves on the Board and Audit Committee of Logitech, is a Swiss public company listed on the SIX Swiss Exchange.
From 2001 to 2010, Mr. Zahnd held a series of management positions at IKEA, a multinational conglomerate in the home furnishing space. Mr. Zahnd is the former non-executive chairman and a member of the Audit Committee of Valora Holding AG, a Swiss retail holding company.
At the meetings standard items like financial and operational performance, governance and compliance and risks associated with operations, IR updates and reports from the committees were discussed. The budget for the upcoming year fiscal year 2024 was approved. The Supervisory Board discussed the company strategy, it received updates on the logistics infrastructure and on technology and cyber security.
At the meetings standard items like financial and operational performance, governance and compliance and risks associated with operations, IR updates and reports from the committees were discussed. During the month of July 2025 the budget for the upcoming year fiscal year 2026 was approved.
Saideman holds an MBA from Harvard business School and a BA from Dartmouth College. 76 Table of Contents Michaela Tod. Ms. Tod was appointed to our Supervisory Board in January 2021 and chairs the Compensation Committee since September 2022. Ms. Tod previously served as the co-Chief Executive Officer of ProSiebenSat1, a German broadcaster.
She also previously served on the boards of FIRST Washington and Harvey Mudd College. Ms. Saideman holds an MBA from Harvard business School and a BA from Dartmouth College. 77 Table of Contents Michaela Tod. Ms. Tod was appointed to our Supervisory Board in January 2021, currently chairs the Compensation Committee.
She served as an independent board member at Chiaro Technology ltd since November 2022 and stepped into the role of CEO in July 2023 Sascha Zahnd* male ​ 49 2024 Director, member of the Board and Audit Committee of Logitech and independent board member and member of the strategy committee of Valeo in France. * Independent Directors for purposes of the Dutch Corporate Governance Code The following is a brief summary of the prior business experience of the members of our Supervisory Board: Nora Aufreiter.
Sascha Zahnd* male ​ 50 2028 Director, member of the Board and Audit Committee of Logitech and independent board member and member of the strategy committee of Valeo in France * Independent Directors for purposes of the Dutch Corporate Governance Code 75 Table of Contents The following is a brief summary of the prior business experience of the members of our Supervisory Board: Nora Aufreiter.
Effective for the financial year 2024 the LTI consist of a combination of performance-vesting equity awards, time-vesting equity awards and awards of share options in each case, which represents the right to receive or purchase ADSs following satisfaction of the applicable vesting criteria, for members of the Management Board and the senior management group. 82 Table of Contents Annual LTI grants of performance-vesting equity awards, time-vesting equity awards and share options are made to each member of the Management Board in such amount, including the weighting of such amount, and subject to such other terms and conditions as determined by the Supervisory Board in accordance with the terms of our remuneration policy, as in effect from time to time.
Annual LTI grants of performance-vesting equity awards, time-vesting equity awards and share options are made to each member of the Management Board in such amount, including the weighting of such amount, and subject to such other terms and conditions as determined by the Supervisory Board in accordance with the terms of our remuneration policy, as in effect from time to time.
D. Employees As of June 30, 2024, we had a total of 1,817 FTEs, who are primarily employed in Germany. The number of FTEs has increased from 1,432 as of June 30, 2023 and 1,197 as of June 30, 2022. We employ temporary personnel to supplement our workforce as business needs arise.
D. Employees As of June 30, 2025, we had a total of 4,262 FTEs, who are primarily employed in Germany, Italy and the United Kingdom. The number of FTEs has increased from 1,817 as of June 30, 2024 and 1,432 as of June 30, 2023 due to the acquisition of YNAP.
Changes to our Management Board in fiscal year 2024 Isabel May Chief Customer Experience Officer and member of our Management Board since February 2021 stepped down as member of our Management Board in March 2024. 74 Table of Contents The following table sets forth the names and functions of the current members of our Supervisory Board, their ages, their terms as of (which expire on the date of the relevant year’s general meeting of shareholders) and their principal occupations outside of our Company: ​ ​ ​ ​ ​ ​ ​ ​ ​ Name Gender ​ Age Term Expires Principal Occupation Nora Aufreiter ​ female ​ 64 ​ 2025 ​ Director, The Bank of Nova Scotia and The Kroger Company David B.
The following table sets forth the names and functions of the current members of our Supervisory Board, their ages, their terms as of (which expire on the date of the relevant year’s general meeting of shareholders) and their principal occupations outside of our Company: ​ ​ ​ ​ ​ ​ ​ ​ ​ Name Gender ​ Age Term Expires Principal Occupation Nora Aufreiter* ​ female ​ 65 ​ 2028 ​ Director, The Bank of Nova Scotia and The Kroger Company Burkhart Grund male ​ 60 2029 Chief Financial Officer of Compagnie Financière Richemont SA David B.
She served as an independent board member at Chiaro Technology ltd since November 2022 and stepped into the role of CEO in July 2023. Ms. Tod holds an M.A. in Business and Economics from Wirtschaftsuniversität Vienna, Austria. Sascha Zahnd. Mr. Zahnd was appointed to our Supervisory Board in December 2020 and serves on our Audit Committee. Mr.
Tod holds an M.A. in Business and Economics from Wirtschaftsuniversität Vienna, Austria. Sascha Zahnd. Mr. Zahnd was appointed to our Supervisory Board in December 2020 and serves on our Audit Committee. Mr.
He serves on the Private Equity Investment Committee. Prior to joining CPP Investments in 2014, Cesare worked at The Boston Consulting Group (BCG) where he advised companies in business strategy and operational improvement. Prior to BCG, Cesare worked at Capgemini (formerly Cap Gemini Ernst & Young) as the head of the U.S.
He works with portfolio companies across private equity, infrastructure and sustainable energies investments to achieve full value potential. He serves on the Private Equity Investment Committee. Prior to joining CPP Investments in 2014, Cesare worked at The Boston Consulting Group (BCG) where he advised companies in business strategy and operational improvement.
The Audit Committee met with the head of internal audit without management present regularly. The Audit Committee approved the focus areas for fiscal year 2024 in November 2023 and approved the audit plan for fiscal year 2024 in May 2024.
The head of internal audit has direct access to the Audit Committee and reports periodically to the Audit Committee regarding the activities of the Internal Audit Department’s activities. The Audit Committee met with the head of internal audit without management present regularly. The Audit Committee approved the audit plan for fiscal year 2025 in May 2025.
The Supervisory Board is accountable for these matters to the general meeting (algemene vergadering). The Supervisory Board also provides advice to the Management Board. According to the Articles of Association, the Supervisory Board has a binding nomination right with respect to the appointment of members of the Management Board by the general meeting.
According to the Articles of Association, the Supervisory Board has a binding nomination right with respect to the appointment of members of the Management Board by the general meeting. Furthermore, prior approval of the Supervisory Board is required for certain significant matters that will be resolved upon by the Management Board.
The Supervisory Board will prepare a rotation schedule for the members of the Supervisory Board. The general meeting appoints the members of the Supervisory Board.
The general meeting appoints the members of the Supervisory Board.
Kaplan also currently serves as Chairman of the Board of Directors of Cedars-Sinai Medical Center, and on the President’s Advisory Group of the University of Michigan. Mr. Kaplan graduated with High Distinction, Beta Gamma Sigma, from the University of Michigan with a Bachelor of Business Administration degree, concentrating in Finance. Marjorie Lao .
Kaplan sits on the President’s Advisory Group of the University of Michigan, where he graduated with High Distinction, Beta Gamma Sigma, with a Bachelor of Business Administration degree, concentrating in Finance. Marjorie Lao. Marjorie Lao was appointed to our Supervisory Board in November 2020 and currently serves as Vice-Chairperson of the Board and Chairperson of the Audit Committee. Ms.
Prior to joining Amazon, Ms. Saideman held a series of General Management roles at Mars, Mikasa, Newell Rubbermaid and Campbell Soup. In these roles, she worked across channels that included retail stores, wholesale and ecommerce as well as geographies that included the United States, Canada, Europe, China, India, Japan and the Middle East. Ms.
In these roles, she worked across channels that included retail stores, wholesale and e-commerce as well as geographies that included the United States, Canada, Europe, China, India, Japan and the Middle East. Ms.
Locke holds a Graduate business degree from the Burgundy School of Business and an MA in Economics and Finance from Leeds University Business School.
Locke holds a Graduate business degree from the Burgundy School of Business and an MA in Economics and Finance from Leeds University Business School. 74 Table of Contents Amber Pepper. Ms. Pepper was appointed as Chief Customer Experience Officer in October 2024.
Kaplan currently serves on the supervisory board of directors of MYT Netherlands Parent B.V., the parent entity of Mytheresa GmbH. Mr. Kaplan also serves as a member of the board of directors of X-Energy Reactor Company, LLC and as the Chairman of the board of directors of the parent entity of Cooper’s Hawk Winery & Restaurants. Mr.
Kaplan was a member of the Investment Banking Department at Donaldson, Lufkin & Jenrette Securities Corp. Mr. Kaplan currently serves as a member of the board of directors of X-Energy Reactor Company, LLC and as the Chairman of the board of directors of the parent entity of Cooper’s Hawk Winery & Restaurants. Mr.
None of our employees are represented by a labor union or covered by a collective bargaining agreement.
Working together we strive to exceed our customers’ expectations with a passion for innovation. None of our employees are represented by a labor union or covered by a collective bargaining agreement.

… 90 more changes not shown on this page.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

9 edited+8 added−2 removed2 unchanged
Biggest changeMajor Shareholders The following table sets forth information relating to the beneficial ownership of our shares as of June 30, 2024, by: ● each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding shares; ● each member of our management board and our supervisory board; and ● each member of our management board and our supervisory board as a group.
Biggest changeMajor Shareholders The following table sets forth information relating to the beneficial ownership of our shares as of June 30, 2025, by: ● each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding shares; ● each member of our management board and our supervisory board; and ● each member of our management board and our supervisory board as a group. 93 Table of Contents For further information regarding material transactions between us and principal shareholders, see “ B.
Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power and the right to receive the economic benefit with respect to shares held by that person. The following table is presented as of June 30, 2024. See “ Item 4: Information on the company - C.
Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power and the right to receive the economic benefit with respect to shares held by that person. The following table is presented as of June 30, 2025. See “ Item 4: Information on the company - C.
Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power or from which the individual has the right to receive the economic benefit as well as any shares that the individual has the right to acquire within 60 days of June 30, 2024 through the exercise of any option, warrant or other right.
Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power or from which the individual has the right to receive the economic benefit as well as any shares that the individual has the right to acquire within 60 days of June 30, 2025 through the exercise of any option, warrant or other right.
Related party transactions ” below. 89 Table of Contents The number of shares (or share capital) beneficially owned by each entity, person, management board member and supervisory board member is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.
Related party transactions ” below. The number of shares (or share capital) beneficially owned by each entity, person, management board member and supervisory board member is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.
Related Party Transactions Ordinary Course Transactions with Related Persons As of June 30, 2024, Mytheresa Group had a receivable against MYT Ultimate Parent LLC, USA in an amount of €0.2 million. Further, Mytheresa Group had liabilities to MYT Ultimate Parent LLC, USA in an amount of €0.8 million. These balances resulted from various intercompany charges incurred before July 2020.
Related Party Transactions Ordinary Course Transactions with Related Persons As of June 30, 2025, LuxExperience Group had a receivable against MYT Ultimate Parent LLC, USA in an amount of €0.2 million. Further, LuxExperience Group had liabilities to MYT Ultimate Parent LLC, USA in an amount of €0.8 million. These balances resulted from various intercompany charges incurred before July 2020.
Agreements with Management and Supervisory Board Members For a description of our agreements with members of our Management Board and Supervisory Board, please see the sections of this Annual Report captioned “ Management-Remuneration of Supervisory Board Members ” and “ Management-Remuneration of the Members of Our Management Board .” C.
Material Contracts.” Agreements with Management and Supervisory Board Members For a description of our agreements with members of our Management Board and Supervisory Board, please see the sections of this Annual Report captioned “ Management-Remuneration of Supervisory Board Members ” and “ Management-Remuneration of the Members of Our Management Board .” C. Interests of Experts and Counsel Not applicable.
Organizational structure ” for additional information regarding the corporate reorganization. Unless otherwise indicated below, the address for each beneficial owner listed is Einsteinring 9, 85609 Aschheim/Munich, Germany. ​ ​ ​ ​ ​ Name of Beneficial Owner Number Percentage MYT Holding LLC 66,430,393 76.9% Members of our Supervisory Board 42,371 * David B.
Organizational structure ” for additional information regarding the corporate reorganization. Unless otherwise indicated below, the address for each beneficial owner listed is Einsteinring 9, 85609 Aschheim/Munich, Germany. ​ ​ ​ ​ ​ Name of Beneficial Owner Number Percentage MYT Holding LLC 66,430,393 48.40% Richemont Italia Holding S.p.A ​ 49,741,342 ​ 36.30% Members of our Supervisory Board 124,388 * David B.
Martin Beer * * Sebastian Dietzmann * * Gareth Locke * * All members of our Supervisory Board and Management Board as a group 1,790,338 2.1% * Indicates beneficial ownership of less than 1% of the total outstanding ADSs. Change in Control Arrangements Not applicable. B.
Martin Beer 1,393,663 1.02% All members of our Supervisory Board and Management Board as a group 3,406,791 2.48% * Indicates beneficial ownership of less than 1% of the total outstanding ADSs. Change in Control Arrangements Not applicable.
Kaplan * * Marjorie Lao * * Cesare Ruggiero * * Susan Gail Saideman * * Michaela Tod * * Sascha Zahnd * * Nora Aufreiter ​ * ​ * Members of our Management Board 1,747,967 2.0% Michael Kliger 1,228,974 1.4% Dr.
Kaplan * * Marjorie Lao * * Cesare Ruggiero * * Susan Gail Saideman * * Michaela Tod * * Sascha Zahnd * * Nora Aufreiter ​ * ​ * Burkhart Grund ​ * ​ * Members of our Management Board 3,282,403 2.39% Michael Kliger 1,888,740 1.38% Dr.
Removed
For further information regarding material transactions between us and principal shareholders, see “ B.
Added
Shareholders’ Arrangements MYT Amended and Restated Registration Rights Agreement On October 7, 2024, LuxExperience entered into an amended and restated registration rights agreement (the “A&R MYT Registration Rights Agreement”) with its principal shareholder, MYT Holding LLC (“MYT Holding”), pursuant to which LuxExperience is required to file, as promptly as reasonably practicable, but no later than 180 days after the written request of MYT Holding, a registration statement on the appropriate form providing for the registration for resale under the Securities Act of any common equity interests (including ADSs) MYT Holding holds in LuxExperience, subject to certain conditions set forth therein.
Removed
Interests of Experts and Counsel Not applicable. 90 Table of Contents
Added
The A&R MYT Registration Rights Agreement is attached as Exhibit 10.8 hereto and is incorporated herein by reference.
Added
The foregoing description of the A&R MYT Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. 94 Table of Contents Voting Agreement On October 7, 2024, LuxExperience entered into a voting agreement with MYT Holding (the “Voting Agreement”), whereby MYT Holding has undertaken to vote its ordinary shares in person or by proxy at any general meeting of the shareholders of LuxExperience (i) in favor of the resolution to appoint the nominee of Richemont Italia to serve as a member of the Supervisory Board (the “Richemont Nominee”), (ii) against any resolution or proposal to adjourn a general meeting of the shareholders of LuxExperience at which the Proposed Resolution is placed on the agenda, and (iii) against any resolution or proposal to dismiss the Richemont Nominee, unless such dismissal would be in accordance with the Relationship Agreement.
Added
The Voting Agreement is attached as Exhibit 10.9 hereto and is incorporated herein by reference. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. For information on arrangements with Richemont Italia, please see “Item 10: Additional Information – C. Material Contracts.” B.
Added
As of June 30, 2025, LuxExperience Group had receivables against Richemont Group totaling €43,652 thousand, mainly comprising a tax credit to the amount of €25,975 thousand and a receivable of €15,332 thousand related to the shortfall on the net financial position in connection with the YNAP acquisition.
Added
Note that the receivable of €15,332 thousand is based on a provisional assessment of the net financial position at closing. Refer to note 6 of the consolidated financial statements for more information. Furthermore, LuxExperience Group had unsecured liabilities to Richemont Group amounting to €24,747 thousand.
Added
These balances resulted mainly from purchase and sale transactions with Richemont Group brands in fiscal year 2025. During fiscal 2025, LuxExperience Group purchased inventory of €30,982 thousand from Richemont Group brands and generated income of €1,870 thousand, mainly from management and information technology services.
Added
Transactions with Significant Shareholders We have entered into certain agreements with MYT Holding and Richemont Italia in connection with the YNAP Acquisition. These agreements are described further under “Item 10. Additional Information—C.

Other LUXE 10-K year-over-year comparisons