S-1 Journal

The 10 Questions
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Every S-1, decoded through the same 10 questions.

Wella, the Salon
Hair Color Brand.
$62.3M in Net Income.
$2.7M for the Parent.

Wella has filed to go public. It is a brand known for salon hair color, and the same company owns Clairol, OPI and ghd. The company puts its revenue retention rate for salons served by its direct sales organization at 97% for the fiscal year ended June 30, 2026. Its name is The Wella Company. On August 31, 2026, it filed a prospectus on Form S-1 for a listing on the New York Stock Exchange, and on September 23 it filed an amendment (S-1/A). This article is based on the amendment.

It is led by two people who have run consumer brand companies. The Chief Executive Officer is Calvin McDonald, who was CEO of the activewear company Lululemon from 2018. He joined in April 2026. The Executive Chair is Glenn K. Murphy, who was Chairman and CEO of the clothing retailer Gap. The company is controlled by the investment firm KKR.

Net revenue for the fiscal year ended June 30, 2026 was $2.94 billion. After four years of net losses, the company reported net income of $62.3 million. But $58.71 million of that is allocated first to the holders of preference shares issued by a subsidiary. After a further $0.9 million for the other minority shareholders, what is left for the parent company is $2.7 million.

The dividends on the preference shares accrue at 6% or 8% a year and compound. They are not paid in cash until the shares are redeemed, and the total claim on the preference side reached $3.16 billion at June 30. At the listing, the preference shares and ordinary shares of the old U.K. company will be exchanged for shares of the new company. The amendment says that, at the assumed offering price, the equity value of the old company as a whole falls short of the claim of its 8% preference shares (the B preference shares). So nothing is left for the old company’s ordinary shares, and not one new share goes to them. The number for the assumed price is still blank.

Ten questions. We lay out only what the S-1 says.

Question 1

What is this company, really?

In one line: a company built around salon hair color that sells only hair and nail products.

The prospectus calls the company “the world’s largest pure-play hair and nail company”. It does not sell skincare. It sells in over 100 countries and has approximately 6,000 full-time employees. Its headquarters are in New York.

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We create unstoppable confidence and limitless possibility.

WELLA S-1/A (SEP 2026) — OUR PURPOSE

There are seven core brands. Set out with the years on the prospectus’s timeline and what each does, they show the shape of the company.

• Wella Professionals (1880): hair color and care for salons. More than $1 billion in revenue
• Clairol (1931): at-home hair color in the United States
• Wella / Koleston (1950): at-home hair color in Latin America and Europe
• Sebastian Professional (1972): styling products for salons
• OPI (1981): nail color
• Nioxin (1987): scalp health
• ghd (2001): hair straighteners and dryers

The starting point is 1880. In the 145 years since, the business has changed hands many times. According to the prospectus, the business that makes up the company today was once owned by Bristol Myers Squibb and Procter & Gamble. It was later sold to the cosmetics group Coty.

In November 2020, the investment firm KKR acquired 60% of this business from Coty. Coty kept 40%. The prospectus says KKR acquired its majority stake with a vision to transform the business into “an independent and global powerhouse” of hair and nail brands.

Two people have been put in charge. Calvin McDonald, the CEO, was CEO of Lululemon from August 2018 to January 2026. For the five years before that, he led the Americas division of the cosmetics retailer Sephora. He came to Wella in April 2026.

Glenn K. Murphy, the Executive Chair, was Chairman and CEO of Gap from 2007 to 2014. From the resignation of the previous CEO in January 2025 until Mr. McDonald arrived, he was also the interim CEO. The pay and contracts of the two are covered in Question 7.

Today it is a private company controlled by KKR. The Wella Company, which is going public, is a vehicle formed in May 2025. The business is run by Rainbow Capital Group Limited, a U.K. company, and its subsidiaries. The financial statements in the prospectus are those of this U.K. company.

A salon brand with a 145-year history, about six years after KKR bought it from Coty. That company is now heading for a listing.

Question 2

What does it compete on?

Win the salon’s hair color first, then expand from there into care products and to consumers.

The company has a name for how it competes in the professional channel: “Gain with Color, Grow with Care”. It means winning a salon with color and deepening the relationship with care.

Hair color takes effort to switch

The prospectus describes hair color as “the main revenue driver of most salons”. And it says that a color system, once chosen, is not easily replaced.

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Changing hair color systems for a salon incurs high switching costs and staff re-training requirements. As such, salons tend to be loyal to the system they choose.

WELLA S-1/A (SEP 2026) — BUSINESS

Numbers are attached. In fiscal 2026, 76% of the company’s color accounts also purchased care products. On average, within one year of adopting the company’s hair color, a salon adds four care lines.

750 sales representatives and 300 educators

More than 750 sales representatives sell directly to salons. They sell to over 65,000 salons. Including those reached through distributors, the company as a whole serves over 250,000 hair and nail salons.

Besides the sales force, there are more than 300 educators who teach technique to stylists. There are more than 100 education sites around the world, and the programs generate over 850,000 interactions a year across approximately 60,000 salons.

The company puts the “revenue retention rate” of the salons it sells to directly at 97%. It is net invoiced sales for the year, divided by the sum of those sales and the net invoiced sales from accounts that purchased in the prior year but did not purchase in that year. Salons that became customers during the year are not counted. In the first filing in August the figure was 98%, and the definition was also rewritten in the amendment.

It shows in where the money goes, too. In fiscal 2026, the company dedicated approximately 10% of net revenue to its sales force and approximately 3% to its educators.

Taking professional credibility to the consumer shelf

The third pillar is to extend the credibility earned in salons to ordinary consumers. Formulas made for salons are reworked for home use and sold through e-commerce and mass retailers.

Consumer channels rose from approximately 45% of net invoiced sales in fiscal 2023 to approximately 52% in fiscal 2026. E-commerce and marketplaces account for approximately 23%.

The example the company holds up is ghd. It is a hair-straightener brand that began in salons, and approximately 86% of its net invoiced sales now come from consumer channels.

Research and development is carried out at six centers by more than 300 scientists. Investment over the past five years comes to approximately $300 million in total. New product development accounted for approximately 7% of net revenue in fiscal 2026, a 2 point increase compared to fiscal 2023.

Enter with color, expand with care, reach the consumer. The way in is 750 sales representatives and 300 educators.

Question 3

How big is the market?

The market the company presents is approximately $120 billion. It is growing in the 5% range a year.

The prospectus puts the global market for hair and nail products plus hair appliances at approximately $120 billion. It expects growth of approximately 5.6% a year between 2025 and 2029. The numbers come from the research firms Euromonitor and Kline.

All are 2025 figures, and the chart carries the note “Not drawn to scale”. The highest expected growth is in hair appliances, at 6.3% a year through 2029.

The company also says the market holds up in downturns. As evidence, it cites the category’s continued growth during the 2008 to 2009 global financial crisis.

People who have their hair colored at a salon average four to six visits a year, the company says. There are approximately 3 million salons in the world.

The channels are shifting. E-commerce in beauty grew 11.9% a year from 2022 to 2025, and offline retail grew 2.9%. The move toward consumer channels seen in Question 2 follows this trend.

A large market that grows slowly. The company’s own revenue is about $2.9 billion.

Question 4

Who actually uses it?

The buyers are salons, mass retailers and e-commerce. About 60% of revenue comes from Europe, the Middle East and Asia.

By region, Europe, the Middle East and Africa together with Asia Pacific account for 61% of revenue, and the Americas for 39%. Only three countries have their own numbers.

The remaining $1.55 billion is grouped as “other”. The company expects the United States to be a significant driver of growth, but the U.S. share fell from approximately 26% to approximately 25% in one year.

The buyers fall into two layers. One is salons: agreements with individual salons typically run for one year, and those with larger chains for three to five years. The other is retail and e-commerce.

No single customer is more than 10% of revenue. But the risk factors say that three customers accounted for 19% of net revenue. They are not named. The company describes its largest customers as beauty retailers, e-commerce platforms and the food, drug and mass channel.

What it says about Japan

Revenue in Japan is not disclosed. The table by country has no line for Japan.

Japan does not appear often in the description of the business. It is one of the top 20 markets in which, taken together, the company says it is “tied for #2” in professional hair. It is one of the regions where Wella / Koleston is sold. And the prospectus says the development center for scalp health is in Tokyo. The risk factors name Japan as one of the key regions for competition and count the yen among the main currencies to which the company is exposed.

A Japanese company also appears in the list of competitors. Five key competitors are named in hair and nail: L’Oréal, Henkel, Unilever, Estée Lauder and Kao Corporation.

250,000 salons, and large retail and e-commerce accounts. Three customers account for 19% of revenue.

Question 5

How does it make money?

68% of revenue is left as gross profit. Most of that is used by selling, general and administrative expenses.

The way it makes money is simple. It makes products and sells them to salons and retailers. Revenue is shown in four categories.

• Professional hair products: $1.64 billion (56% of the total)
• At-home hair products: $593 million (20%)
• Appliances such as hair straighteners (ghd): $478 million (16%)
• Nail: $232 million (8%)

Gross profit for fiscal 2026 was $2.01 billion, or 68.4% of revenue. From that, $1.59 billion goes out as selling, general and administrative expenses. That is 54% of revenue.

Growth in fiscal 2026 was 5.1% excluding the effect of exchange rates. According to the company, approximately half of that came from volume and mix and the remainder from net pricing. The reported growth in dollars was 9.2%, and the difference of $108 million is a tailwind from exchange rates.

It makes about 60% itself

Three company-owned factories, in Germany, Mexico and Thailand, produce approximately 60% of the hair and nail products. The rest is left to over 40 third-party manufacturers.

ghd is made differently. All manufacturing is outsourced. Product definition, oversight of design, sourcing and quality control stay in-house. ghd’s gross margin in fiscal 2026 was 69%.

The company describes this as “a vertically integrated but asset-light model”. Capital expenditure in fiscal 2026 was about $65 million, approximately 2% of revenue.

The margins of the two segments are now nearly the same

There are two segments. One is hair and nail ($2.48 billion of revenue) and the other is appliances, which consists only of ghd ($459 million). The appliances amount does not match the $478 million in the categories above.

The profit measure the company uses is “Adjusted EBITDA”. In fiscal 2026 the margin was 18.9% in hair and nail and 19.8% in appliances. Appliances rose from 13.8% two years earlier and overtook hair and nail. (Adjusted EBITDA: profit before interest, taxes, depreciation and amortization, with further items the company regards as outside its core operations, such as impairments and restructuring costs, added back.)

The hair and nail margin fell slightly from 19.3% in the prior year. As reasons, the company cites tariffs and exchange rates pushing up cost of sales, and higher advertising spending.

A gross margin of 68%. It makes about 60% of its hair and nail products itself, and most of the gross profit goes to selling, general and administrative expenses.

Question 6

Are the numbers healthy?

It turned a profit. But whose profit is it? One step at a time.

On the pages near the cover, the company displays its numbers in large type. Revenue of $2.9 billion, 22 consecutive quarters of growth, Adjusted EBITDA of $522 million. Beside the net income of $62 million, small type adds that it follows net losses in the prior four fiscal years.

Four of five years were losses

The risk factors say the same thing in other words: as of June 30, 2026, the company had net losses in four of the most recent five fiscal years.

There is an operating profit. In fiscal 2026 it was $243 million. From that, $152 million goes out as interest. By this article’s arithmetic, more than 60% of operating income is consumed by interest on borrowings.

Interest has been coming down. Two years earlier it was $203 million. The company attributes the decrease mainly to a lower average debt balance after it fully prepaid its pay-in-kind loan facility in March 2025.

94% of net income is attributable to the subsidiary’s preference shares

Net income for fiscal 2026 was $62.3 million. It goes in three directions.

• To holders of the subsidiary’s preference shares: $58.71 million
• To the subsidiary’s other minority shareholders: $0.9 million
• To the parent company: $2.7 million

The preference shares carry dividends of 6% or 8% a year that accrue daily and are compounded once a year. The prospectus says this allocation is made irrespective of the company’s results.

This is an attribution of income in the accounts. It does not mean that $58.71 million was paid in cash in that year. Unpaid dividends are added to the balance of the preference shares.

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Redeemable non-controlling interest holders do not have income participation rights but are allocated income sufficient to satisfy their contractual dividend rights, irrespective of the consolidated results of the Company

WELLA S-1/A (SEP 2026) — MD&A

Indeed, in fiscal 2024, when the company as a whole had a net loss of $115 million, $46.9 million was allocated to this line. The allocation has risen each year.

The parent has preference shares of the same design

There is one more movement that does not appear in the income statement. The parent itself has issued preference shares, and these also accrue at 6% and 8% a year. No cash is paid. In the accounts, the carrying amount of the preference shares is increased, and nearly the same amount is added to the accumulated deficit.

This adjustment was $168 million in fiscal 2026. Two years earlier it was $134 million. Because it compounds, it grows every year.

Taken together, the claim on the preference side increased by about $227 million in one year. That is 3.6 times the net income of the same year. The balance at June 30 was $3.16 billion, larger than the borrowings of $2.29 billion.

Total equity is negative $1.53 billion. The auditor’s report carries no note raising doubt about the company’s ability to continue. Cash is $322 million, and operations brought in $225 million of cash in fiscal 2026.

It wrote the trademarks of a brand it bought down to zero over three years

One of the items that has weighed on profit is the write-down of trademarks. It has been recorded three years running and comes to $278 million in total.

The largest is Briogeo. It is a hair care brand acquired in fiscal 2022, and across its U.S. and international trademarks the company wrote off $194.7 million over three years. In fiscal 2026 the carrying value went to zero. The stated reason is that sales fell short of expectations.

In fiscal 2026 the company also wrote down the OPI trademark by $15.5 million. The company itself writes that, for three trademarks including OPI, the risk of further write-downs has increased.

The business itself earns money. Interest and the claim of the preference shares stand in line ahead of what comes after.

Question 7

Who runs it?

The two people from Question 1, seen through their contracts and pay. The CEO started in April 2026.

Calvin McDonald, the Chief Executive Officer, is 54. He started on April 2, 2026, less than six months before the date the amendment was filed.

The man who led Lululemon

As seen in Question 1, Mr. McDonald came by way of Lululemon and Sephora. He is currently also a director of The Walt Disney Company.

The offer letter the company gave him is dated January 29, 2026. The annual base salary is $1.5 million. The one-time signing bonus is $600,000, to be repaid if, among other cases, he resigns without good reason within two years.

The risk factors describe this appointment candidly.

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Our Chief Executive Officer is new to the Company as of April 2026, and we expect it will take some transition time for him to learn the people, business, finance and systems of the Company.

WELLA S-1/A (SEP 2026) — RISK FACTORS

A little over a year under an interim CEO

The previous CEO resigned in January 2025. The prospectus does not give the name. The company writes that it agreed to repurchase the securities that person held at an amount higher than the original subscription cost.

Until a successor arrived, Glenn K. Murphy, the Executive Chair, was also the interim CEO. He is 64. He was Chairman and CEO of the clothing retailer Gap from 2007 to 2014. From 2017 to 2023 he was a director of Lululemon.

Mr. Murphy’s role as interim CEO ended on April 2. His base salary went from $1.1 million a year as interim CEO to $200,000. His service as Executive Chair ends automatically no later than two years after the listing.

Most of the pay is tied to ordinary shares

Mr. McDonald’s compensation for fiscal 2026 totals $21.46 million. He was with the company for three months. Of that, about $20.0 million is the grant-date fair value of a stock award made on June 26. It is not an amount received in cash.

The award is a right to receive 567,677 ordinary shares of the old company. It vests 25% a year over four years, subject to his continued service and to an event such as a listing taking place. The prospectus notes that Mr. McDonald’s award relates “solely to Ordinary Shares”.

The statement covered in Question 8 extends to this type of stock award as well. The amendment says that, at the assumed price, restricted stock units that would have vested into ordinary shares of the old company also receive no shares or stock units of the new company. The new stock awards that the company intends to grant at its discretion in connection with the offering are a separate grant. Executives are among those eligible, and the number and the amount are blank.

Mr. Murphy’s compensation was $9.63 million. Of the award covering 220,000 ordinary shares granted in February 2026, the part covering 106,667 shares carries a condition. After the listing, it vests only if KKR achieves a multiple on its invested capital of 2.25 times or greater.

Among the other executives, alumni of L’Oréal stand out. They are Hugo Kunetz, who oversees sales, Yannis Rodocanachi in marketing, and Jeroen Temmerman, the CEO of ghd. Each of the three spent 18 to more than 20 years at L’Oréal.

A CEO who came in April 2026 and a chair who filled in. For both, an event such as a listing is among the conditions for their stock awards to vest.

Question 8

Who controls it?

KKR holds it. The listing does not change that.

After the listing KKR will continue to hold a majority of the voting power, the prospectus says. The percentage is blank. The company will be a “controlled company” under the exchange’s rules and can be exempt from requirements such as having a majority of independent directors.

Coty’s stake changed shape over five years

Coty, which kept 40% in November 2020, reduced its stake to 25.9% the following year. KKR went to 74.1%.

In December 2025, Coty sold its remaining 25.8% to another company. That company is owned 77.5% by the KKR side and 22.5% by Coty. The prospectus explains that Coty thereby ceased to be a direct shareholder and holds only an indirect, non-voting interest.

The chart of the structure after the listing shows two KKR investment vehicles, management and the new shareholders. Coty’s name sits above one of the KKR vehicles.

The order of the exchange: preference shares first, ordinary shares after

At, or substantially concurrently with, the completion of the offering, the shares of the old U.K. company are to be exchanged for shares of the new company that is going public. The old company has three kinds of shares: A1 preference shares that accrue at 6% a year, B preference shares at 8%, and ordinary shares.

The order of the exchange is fixed. First, the A1 preference shares receive a number of shares equal to their principal plus accrued dividends, divided by the offering price. Next, the B preference shares receive shares by the same calculation. If anything remains, it goes to the ordinary shares.

In the section that explains how the company is organized, the amendment says this about what “remains”.

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no residual equity value will be attributable to the outstanding ordinary shares of RCGL or to restricted stock units that would have vested into ordinary shares of RCGL

WELLA S-1/A (SEP 2026) — ORGANIZATIONAL STRUCTURE

The reason is given too. The equity value of the old company as a whole, calculated at the assumed offering price (the midpoint of the price range), is less than the total claim of the B preference shares. The claim of the B preference shares is reduced based on that total equity value. Holders of the ordinary shares receive neither shares nor stock units of the new company. Note that the description of the exchange covers the shares of the old company. The part of the subsidiary’s preference shares held by parties other than the parent ($808 million at June 30) does not appear in this description.

This is language added in the amendment. The first filing in August said the ordinary shares, too, would be exchanged for new shares based on a ratio, which was left blank. The price range itself is still blank in the amendment.

The Executive Compensation chapter says the B preference shares and ordinary shares employees purchased through the company program will be exchanged for fully vested shares of common stock in connection with the offering. That sentence is unchanged from the August filing.

Who holds the ordinary shares? According to the cover, a KKR investment vehicle holds ordinary shares, A1 preference shares and B1 preference shares of the old company. Executives and employees have also bought B preference shares and ordinary shares through a company program. The CEO’s stock award seen in Question 7 relates solely to ordinary shares.

The company also writes that, in connection with the offering, it intends to make a discretionary grant of new stock awards to eligible participants. Half vests at the time of grant. The number and the amount are blank.

The rights KKR keeps

Under a stockholders agreement to be entered into at the listing, KKR can nominate directors in proportion to its holding. With 50% or more, a majority. Until it falls below 5%, it can nominate at least 10% of the seats.

While its holding is 25% or more, KKR’s approval is required for significant company decisions. These include appointing and removing the CEO, acquisitions or disposals of more than $100 million, and transactions in which control of the company changes hands.

The committee that will set executive pay, to be in place at the listing, has three members. The prospectus says the board has determined that all three are “independent”. Of them, Nancy Ford is a Partner at KKR, and Sir Roger Carr has been a Senior Advisor to KKR since 2000. Elsewhere in the same chapter, a sentence remains saying the board has not yet made a determination on the independence of any directors.

The certificate of incorporation will also include a provision under which the company renounces any interest in business opportunities presented to KKR and its affiliated funds, or to any director who is not employed by the company.

In connection with the listing, the old company’s three kinds of shares are put through an exchange for common stock of the new company. How many shares each receives depends on the order of the claims and on the offering price.

Question 9

What is it afraid of?

Of the worries the company itself lists, this article looks at five.

More people leaving their gray hair uncolored

The risk factors name the trend outright. If the “embracing gray” trend continues, demand for hair color could decline.

The opposite worry is written down too. If the trend of hair care becoming as elaborate as skincare were to stop, care products would be affected. The risk factors also touch on the possibility that consumers shift their spending to skincare, which the company does not sell. Hair color represents “a significant portion” of net revenue, the company writes.

Lawsuits over hair color and cancer

The company is party to numerous cases in California and New York. They allege that hair dye products, including Wella Professionals and Clairol, caused bladder cancer. The number of cases is not given. The company has not currently established loss reserves for this kind of claim.

There is also litigation over hair relaxers. The products at issue were made and sold by predecessor companies decades before the current company acquired the business. The company writes that it has never manufactured them. Even so, plaintiffs assert claims based on the liability of a successor. Of this litigation, the company writes that the outcome is uncertain and that a material adverse effect is possible. At the same time, of its current legal proceedings in general, it also writes that it does not believe an adverse outcome would result in a material burden.

$40 million over digital content

The risk factors say the company is in disputes with third parties over the use of copyrighted music in its digital content. The notes to the financial statements give an amount for disputes over intellectual property relating to digital content. No litigation has been filed.

In fiscal 2026 the company accrued $2 million for estimated losses. Then, after the year ended and before the financial statements were issued, it revised the estimate and added $38 million. The total is $40 million. Saying that $28 million is expected to be recovered from insurance, it recognized that amount in the same year as well.

Variable rates, and nearly $2.3 billion of borrowings

The borrowings of $2.29 billion all carry variable interest rates and fall due in a single repayment in February 2029. By the company’s estimate, a change of 1% in the interest rate would increase or decrease annual interest by approximately $22.9 million. The agreement has no provision requiring transactions that limit movements in interest rates.

As of June 30, there were contracts that fixed the rate on part of the borrowings. The notional amount was $620 million, down from $1.57 billion a year earlier. In the table in the notes, the three contracts all mature in August 2026.

People finding it easier to leave

When the listing is completed, all the shares employees bought through the company’s program vest in full. The company names this as a factor that makes retention harder. That the CEO is new is written in the same paragraph.

On internal control, two material weaknesses were identified in fiscal 2024: one in accounting for income taxes, and one in the foreign currency translation of goodwill and intangible assets held at the corporate level. The company writes that both were remediated in the following fiscal year.

Trends, lawsuits, copyright, interest rates, people. The habit of coloring hair is itself counted among the risks.

Question 10

What becomes of the money it raises?

Note: This analysis draws only on the facts in the S-1 (and its amendments). The final IPO price, listing date, post-listing share performance, and trading demand are public information that emerged after the filing, and fall outside its scope.

There are two uses: repaying borrowings and paying taxes.

The number of shares to be sold, the price range and the amount to be raised are all still blank in the amendment. Only the company sells shares, and nothing in the document says that KKR or other shareholders will sell their holdings.

Repaying the borrowings with new borrowings and the proceeds

The first use is to repay the existing borrowings of $2.29 billion in full. At the time of the listing the company will enter into a new credit agreement and repay with those borrowings and the proceeds together.

The new agreement provides for three term loans, of EUR 850 million, $500 million and GBP 100 million, and a revolving facility of $500 million. Repayment is due five years from the first borrowing. The initial margin is 2.25%. That is lower than the 3.25% to 4.50% (it differs by currency) that applied under the current agreement at June 30.

One of the lenders to be repaid is an affiliate of KKR. As of June 30 it held $38.1 million of the loans. The company writes that its terms are substantially the same as those of the other lenders. The prospectus has a space for the amount of principal, interest and fees this lender will receive in the repayment. The number is blank.

Paying the taxes on the share exchange

The second use is for the company to remit the taxes due on the shares that employees and executives receive in the share exchange and through stock awards. This amount is also blank.

The first filing in August said the remainder would be used for general corporate purposes. In the amendment, that sentence is gone. The risk factor saying that management has broad discretion over the use of proceeds was removed along with it.

The money that flows to KKR in the listing

Nothing in the document says KKR will sell shares. But the document does set out what the KKR side receives in connection with the listing.

• Repayment as a lender (as seen above)
• Underwriting fees: KKR Capital Markets is listed third among the 21 underwriters
• A fee for ending the advisory agreement: the agreement, with annual fees of about $4.6 million (75% of which goes to KKR), ends at the listing, and the future fees, discounted to present value, are paid from cash on hand

Because an affiliate of the controlling shareholder is among the underwriters, the offering is conducted in accordance with the rule on conflicts of interest. Goldman Sachs has agreed to act as the qualified independent underwriter that reviews the document from an independent position.

The underwriters also include the U.S. units of Japan’s Mizuho and MUFG. The listing is to be on the New York Stock Exchange under the symbol WELA. The company, its executives and substantially all existing shareholders agree not to sell shares for 180 days.

The company writes that it has no current plans to pay dividends on its common stock.

The money raised goes to repaying borrowings and to taxes. No amount is stated for the business.

In closing

Beyond the ten questions

What The Wella Company sells is a long relationship with salons. Switching hair color takes effort, and the revenue retention rate of the salons it sells to directly is 97%. It layers care products on top and extends to the consumer shelf. Revenue is $2.9 billion, the gross margin is 68%, and operations brought in $225 million of cash in fiscal 2026.

But above those earnings stand those who take first. First come the lenders: interest takes more than 60% of operating income. Next come the preference shares, whose claim increased by about $227 million in fiscal 2026. Of the $62.3 million of net income, $2.7 million was attributable to the parent company.

In the listing, the preference shares and other securities of the old company are exchanged for common stock of the company going public. The amendment wrote that, at the assumed price, the claim of the B preference shares exceeds the equity value of the old company, and no new shares go to the old company’s ordinary shares. This description of the exchange is about the shares of the old company. The treatment of the preference shares issued by the subsidiary ($808 million at June 30) does not appear in this description. The money raised goes to repaying borrowings and to taxes.

The prospectus introduces the company as the world’s largest pure-play hair and nail company and says KKR acquired its majority stake with a vision to transform it into “an independent and global powerhouse” of hair and nail brands. The numbers show that the business itself earns money. And the same document also sets out who receives those earnings, and in what order. The price range and the number of shares are not yet filled in. When they are, how many shares the old company’s preference shares turn into, and what percentage of the whole the new shareholders hold, will become numbers for the first time.

Source: All facts are drawn from The Wella Company’s S-1/A (accession 0001628280-26-063205, filed 2026-09-23), together with the original Form S-1 (accession 0001628280-26-059572, filed 2026-08-31), used only for the statements about what the first filing in August said.