1913.HKPRADA S.p.A.

1913.HK — PRADA S.p.A. — dossier, 2026-09-23

This dossier covers the name-pass stages of slot names-additions-2026-09-23-1, for 1913.HK only. It was run by hand in a session on the owner's request, following .claude/skills/stock-sourcing-pipeline/SKILL.md. It is model-drafted; nothing here is human-verified.

• Sourced facts carry the document they were read from.
• [background] marks background knowledge and [search-summary] marks search-result evidence.
• Private: this directory never reaches dist/.

Industry stages (S0, S4, S6, S7) are in _clusters/cluster-additions-1913.HK-2026-09-23.md.

Currency. Prada reports in EUR and trades in HKD on the Main Board of the Stock Exchange of Hong Kong. Every HKD↔EUR conversion here uses EUR/HKD 8.9789 and USD/HKD 7.84335 (ROIC.ai FX:EURHKD / FX:USDHKD, 2026-09-22 closes). EUR figures are the company's; HKD figures are the market's.

Access this run

• eu_data (rung 3, company id 50262): reachable; this is the primary source. Read:
• 2025 Annual Report (filing 60295260, retrieved in full, 426,658 chars);
• FY2025 results announcement (32903728);
• H1 2026 results announcement (49775083);
• Versace completion announcement (30119032);
• connected-transaction announcement of 2026-05-19 (46532170);
• Q1 and Q2 2026 call transcripts (56090428, 56123411);
• companies_next_annual_report_retrieve;
• one companies_financials_retrieve call, which proved unusable for FY2025 (see §2).
• Equibles: 0 calls. eu_data indexes Prada's own call transcripts, so the ladder stopped there.
• 3spread: not applicable (no SEC filings).
• ROIC.ai: four calls:
• ISIN resolution → HKEX:1913;
• prices;
• EUR/HKD and USD/HKD;
• a per-share history call, refused by the free plan's two-year limit.
• WebSearch: 3 queries.
• threespread.py check was not run. This is a session on owner request, not a routine slot claim, and the name has no SEC coverage.

§1 — S1 Source

watchlist (owner, 2026-09-23 addition, WATCHLIST_PLAN.md §24).

• The row was added to watchlist.yaml on 2026-09-23 with coverage eu_data, eu_id 50262, ISIN IT0003874101 and cluster luxury.
• No Tier 0 promotion; Tier 0 does not sweep non-SEC names.
• No board claim rows.

§2 — S2 Kill test

Sources:

• 2021–2025: 2025 Annual Report, Note 40 Financial trend. Its "Operating income - (EBIT)" line equals EBIT Adjusted for 2025 (€1,323.6m, against reported EBIT of €1,299.0m after €24.6m of Versace transaction costs).
• Halves: H1 2026 results announcement.
• 2021 EPS is computed as profit ÷ 2,558.8m shares.
• Shares: the weighted average of 2,558,824,000 for 2022 and 2023 comes from eu_data normalized financials (FY2023 annual report). 2024, 2025 and H1 2026 come from the results announcements' EPS notes. The statement of changes in equity carries 2,558,824 thousand shares at every balance date from 2024-12-31 to 2026-06-30. The 2021 count was not read in a filing this run; it has been unchanged since the 2011 IPO [background].

Share count over five years: flat at 2,558,824,000.

• No buyback. The H1 2026 announcement says "neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities".
• No treasury shares, no equity issuance, and no dilutive instruments: diluted EPS equals basic.
• There is a medium-term incentive plan (2025–2027 LTI, H1 2026 announcement, Remuneration Committee). Its settlement form was not established.

Net debt / EBITDA after Versace.

• EBITDA. FY2025 IFRS 16 EBITDA is EBIT 1,299.0 + right-of-use depreciation 485.8 + other D&A 329.3 = 2,114.1. LTM to 2026-06-30 is 2,111.0, derived from the H1 2025 and H1 2026 cash flow add-backs.
• Pre-lease EBITDA. Taking off LTM lease payments of 502.9 gives 1,608.1.
• Net financial debt / pre-lease EBITDA: 0.43x. Including leases: 1.80x.
• Headroom. Covenants are in full compliance and expected to stay so for twelve months (H1 2026 announcement). There are €1,436m of undrawn lines (€854m committed, €582m uncommitted), including an undrawn €800m sustainability-linked revolving credit facility (RCF) to April 2029 (2025 Annual Report, Note 25).

How Versace was financed.

• The price. 100% of Versace was bought from Capri Holdings for "USD 1,395 million paid in cash, subject to final purchase price adjustment" (FY2025 results announcement), closed 2025-12-02. Cash out, net of cash acquired, was €1,222.8m (FY2025 cash flow). Provisional goodwill is €1,002.4m, allocated to the Versace group of cash-generating units (H1 2026 impairment note).
• The facilities.
• €1,000m 5-year term loan (from 2025-04-11, so to ~April 2030);
• €300m drawn on a €500m bridge;
• a €200m 7-year bilateral term loan (from 2025-11-20).
• The bridge refinancing. In February 2026 Prada signed a €300m, 10-year bullet US private placement; "The transaction was undertaken to refinance and pre-emptively repay in full the bridge term loan associated with the Versace acquisition." (H1 2026 announcement, Net financial position). The H1 cash flow shows it: €307.6m of long-term proceeds against a €300.9m fall in short-term borrowings.
• Maturity wall. Current financial liabilities were €124.2m at 2026-06-30. The first large maturity is the €1bn term loan in 2030, then the €200m in 2032 and the USPP in ~2036.
• A change-of-control clause ties the facilities to the family: if the founders and their lineal descendants cease to hold 50% of the votes, "the lenders may (i) cancel their commitments under the Facilities Agreements and (ii) declare that all outstanding loans" are due (2025 Annual Report, Directors' Report, Bank loans and other borrowings).

What Versace is (the company's own disclosure).

• For the year to 2025-03-29, under Capri's ownership: revenue USD 821m and an operating loss of USD 54m (Versace completion announcement, US GAAP).
• Under Prada: 2025 net revenues of €684m.
• For 2026 Prada guides to "some degree of topline contraction" and to operating losses "of not dissimilar magnitude in 2026" (FY2025 results announcement). Both are quoted in full in S3 below.

Free cash flow (net cash from operating activities, less lease payments, less capex, plus asset disposals):

Dividends were €419.6m paid in 2025 and €402.7m in H1 2026, against the FY2025 dividend of €0.166 × 2,558.8m = €424.8m. On FY2025, the dividend took about 70% of FCF before the acquisition. The CFO said capex as a share of sales starts reducing from FY2026 (Q2 call, paraphrased).

Analyst coverage: analysts from at least twelve houses asked questions on the two calls: Bernstein, HSBC, Goldman Sachs, Intesa Sanpaolo, Morgan Stanley, BofA, J.P. Morgan, Citi, Kepler Cheuvreux, CLSA, Jefferies, BNP Paribas, DBS and Equita. A formal count was not pulled.

Survives or dies: survives. The business is:

• five years of growth, from €3.37bn to €5.72bn of revenue;
• an 80% gross margin;
• a flat share count;
• 0.43x pre-lease leverage after a USD 1.4bn acquisition, with no maturity before 2030 of any size.

⚠️ What does not survive untouched is the earnings line. H1 2026 EBIT Adjusted was −14.3% and EPS −15%, with the margin 520bp lower. That is the combination of Versace's losses, about 350bp of guided full-year dilution, and FX. It is S7's and S8's problem, not a kill.

Data-quality note. eu_data companies_financials_retrieve returns a "FY2025" income statement with revenue €3,042.8m. That is the parent company's Separate Annual Report (filing 33132457), not the consolidated group. Its FY2022–FY2024 rows are consolidated. Do not chain them.

§3 — S3 Filings (gate-minimum, eu_data column)

Read:

• 2025 Annual Report: Risk factors and management, the Directors' Report (substantial shareholders, connected transactions, borrowings, major customers and suppliers, public float, auditor), Note 39 related parties and Note 40 financial trend.
• FY2025 results announcement: highlights, Versace section, P&L, cash flow and net financial position.
• H1 2026 results announcement: full.
• Versace completion announcement.
• 2026-05-19 connected-transaction announcement.
• Q1 2026 and Q2 2026 call transcripts (eu_data), read Q&A-first.

Red-flag search over the saved texts: "going concern", "restatement", "prosecut", "investigat", "judicial", "subcontract" — no hits bearing on the company.

The three biggest risks management discloses, in its own words

1. Desirability. > "The Group's success is reliant on its ability to create and influence fashion and product trends, to timely anticipate shifts in consumer taste and trends, and to meet and exceed customer expectations." > — 2025 Annual Report, Risk factors and management, 1.b Commercial attractiveness and desirability

This risk is live. Miu Miu retail went from +34.8% (FY2025) to +2.5% (H1 2026) at constant FX.

1. The façon (subcontractor) layer. > "Although the Group does not significantly depend on any façon manufacturer, the suspension or termination of a relationship with some of the most significant façon manufacturers could adversely affect the Group's business and, as a consequence, its financial results." > — 2025 Annual Report, Risk factors and management, 1.g Supply Chain Management

This is the link the Milan labour-exploitation investigation reaches [search-summary]; it is not disclosed in the documents read (cluster file §3).

1. Foreign exchange. > "The Group has a vast international presence, and therefore is exposed to the risk that changes in currency exchange rates could adversely impact revenue, expenses, margins and profit." > — 2025 Annual Report, Risk factors and management, 2.c Foreign exchange risk

Sized by the company: exchange rates took about 5 points off H1 2026 revenue growth (16.2% at constant FX against 11.2% reported) and about one-third of the H1 margin dilution (Q2 call, CFO, paraphrased).

Fourth, recorded because two founders aged 77 and 79 run the creative and the board:

"Loss of talented and skilled people, high turnover rate, departure of senior executives and disappearance of craftsmanship heritage may impact on the Group's operations, product quality and, consequently, financial results." — 2025 Annual Report, Risk factors and management, 1.c Talent management and retention

Outlook and the Versace guidance (FY2025 results announcement, Versace section)

"In 2026, the creative leadership transition and the initial repositioning steps are expected to translate into some degree of topline contraction."

"it is expected to continue incurring operating losses of not dissimilar magnitude in 2026"

The H1 2026 outlook repeats the group ambition without a number:

"remaining committed to our Group ambition to deliver above-market growth" — H1 2026 results announcement, Outlook

Latest-period delta (H1 2026 results announcement)

• Revenue. Net revenues €3,048.0m: +16.2% at constant FX, +4.7% organic, +11.2% reported. Q2 organic was +6.7% for the group and +5.1% for retail.
• Channels. Retail was +3.1% organic against +10.1% comparables. Wholesale was +19.6% organic, helped by a one-off delivery phasing in H1 2025 (CFO). Royalties were +11.9% organic.
• Brands. Prada retail +3.3% (Q2 +6.3%); Miu Miu +2.5% (Q2 +2.6%); Versace €219.5m retail and €305.3m net revenues.
• Regions (organic retail). Americas +17.3%, Asia Pacific +6.5%, Japan +2.4%, Europe −3.8%, Middle East −24.1%.
• Margins. Gross margin 78.3% (80.1%). EBIT Adjusted €530.2m, 17.4% (22.6%). The company says the organic margin was steady: > "on organic basis, margins were steady compared to the first semester of 2025"
• Tax and profit. Tax rate 27.0%; profit to owners €326.9m (−15.3%).
• Stores. 832 directly operated stores after 14 openings and 25 closures. Versace went from 220 stores to 210; about ten more closures are planned over the next year (Q2 call, Lorenzo Bertelli, paraphrased).
• Balance sheet. Net financial deficit €692.7m, after €247.1m of capex cash out and €402.7m of dividends.

Transcripts — Q1 2026 (revenue update, 2026-04-30) and Q2 2026 (H1 results, 2026-07-30), eu_data, read Q&A-first

The eu_data transcripts are machine speech-to-text (names garbled: "Mew Miu", "Andrea Aguera"). The full text was read in-session from filings_markdown_retrieve and is paraphrased only.

Guidance and commentary changes (CFO and CEO prepared remarks):

• Q1: retail +1% organic against +13% comparables. The Middle East cost about 150bp of growth, about 250bp at Miu Miu. The CEO said Prada's full-price growth was well above its reported +0.4% as outlet exposure was cut, and that the Americas and China are where Prada is still below its fair share.
• Q2:
• Group organic growth was +7% in Q2, the 22nd consecutive quarter of organic growth.
• About 500bp of margin dilution against organic, two-thirds Versace and one-third FX. The full-year dilution from Versace is expected to be about the same as H1's (the CFO agreed, when asked, that about 350bp was roughly right).
• Marketing as a share of sales is in line with last year or slightly above.
• H2 gross margin similar to H1's.
• Less FX headwind in H2.
• Capex as a share of sales to start falling from FY2026.
• Versace's EBIT loss for 2026 is to be kept to a two-digit number in millions of euros.
• Mulier's first Versace collection launches in May 2027 and is in all stores by the end of H2 2028.

What the analysts asked about (by topic):

• Miu Miu's trajectory, in both calls. Q1: Morgan Stanley (Ed Aubin) on the steep deceleration and like-for-like; Jefferies on whether Q1 was the trough. Q2: Bernstein (Luca Solca) on normalisation becoming fading; Morgan Stanley on whether double-digit growth is still feasible. Q2 also: CLSA on Miu Miu by cluster.
• Versace, Q2: Goldman Sachs on surprises and dilution; BofA on store closures; Citi on the size of the H1 loss; Kepler on working capital, cash burn and the timing of Mulier's collections.
• Pricing and the aspirational buyer, Q2: Bernstein. Volume, price and mix: HSBC (Q2) and CLSA (Q1).
• Capital allocation, Q2: Kepler on a buyback given the valuation discount; Morgan Stanley on a Milan dual listing.
• Nationality clusters and China, both calls: Intesa Sanpaolo, CLSA, Citi.
• Traveller and tourist share of sales, Q1: Intesa Sanpaolo and DBS.
• Wholesale growth quality, both calls: Goldman Sachs and DBS.

Dodges:

• Q2 2026 · Miu Miu FY2026 growth · Morgan Stanley. Asked whether the double-digit growth mentioned at the start of the year is still feasible for FY2026. The answer was a long-term 5–10% range for the brand, plus a remark that industry traffic had not improved as hoped. It did not say whether FY2026 double digits is still the plan. Locator: eu_data filing 56123411, Morgan Stanley exchange, first question.
• Q1 2026 · Miu Miu trough · Jefferies. Asked whether Q1 was the trough for the brand's growth. The CEO said he could not predict it, cited easier second-half comparables, and did not answer. Locator: eu_data filing 56090428, Jefferies exchange, third question. Same topic as the Q2 dodge above: Miu Miu's forward growth, dodged in two consecutive quarters. This is a thread (SKILL.md §3.1).
• Q2 2026 · Versace H1 operating loss · Thomas Chauvet, Citi. He said his arithmetic implied a loss of about €90m in H1. The CFO said it was far less than half of that, gave no figure, and took the reconciliation offline. Locator: filing 56123411, Citi exchange, third question.
• Q2 2026 · capital return · Kepler Cheuvreux. Asked whether the valuation discount argues for a buyback. The CFO said there was nothing to disclose. This is a refusal rather than a pivot; logged once.
• Q2 2026 · Milan dual listing · Morgan Stanley. The CFO said there was nothing to add A refusal; logged once.

Declined but answered as a policy (not dodges): sales densities by brand (Bernstein, Q2: the CEO said up front it would not be answered); traveller and tourist share of sales (Intesa Sanpaolo and DBS, Q1: not disclosed as a matter of policy); monthly trading for March and April (HSBC, Q1).

§4 — S5 Ownership

Control.

• Prada Holding S.p.A. holds 79.98% of the share capital (H1 2026 announcement). The annual report's SFO disclosure gives the chain:
• Bellatrix S.p.A. owns 65% of Prada Holding. Miuccia Prada Bianchi controls Bellatrix through Ludo S.p.A. (53.8%).
• PA BE 1 S.p.A., controlled by Patrizio Bertelli, owns 35% of Prada Holding.
• Prada Holding, Bellatrix, Ludo and PA BE 1 are each deemed interested in the same 2,046,470,760 shares (80%) (2025 Annual Report, Substantial shareholders' interests).
• "The ultimate indirect shareholders of Prada Holding S.p.A. are Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli." (H1 2026 announcement, Presentation of the Prada Group).
• Prada Holding's own chairman is Paolo Zannoni, Prada S.p.A.'s Executive Deputy Chairman (2025 Annual Report, directors' biographies).
• Minimum free float. The listing waiver requires a minimum public float of 20% at all times (2025 Annual Report, Sufficiency of public float). Prada Holding sits at the ceiling the waiver allows, so the family cannot buy more without breaching the float, and the company cannot buy back shares without shrinking it. That is an inference from the two figures, not a statement by the company, and it bears on the Q2 buyback non-answer.

Other holders: no other holder above 5% is disclosed in the substantial-shareholder table. Institutional holders in the float, the Central Clearing and Settlement System (CCASS) register and HKEX short-selling turnover were not reached: no tool on the ladder serves them for an HKEX name. This is a gap, not a finding.

Insider pattern:

• The directors' securities dealings are confirmed Model Code-compliant for H1 2026, and there were no incidents of non-compliance (H1 2026 announcement). No open-market dealing by a director appears in the documents read.
• HKEX Disclosure of Interests (DI) notices were not searched. eu_data files the monthly returns; none reported a change to the 2,558,824,000 issued shares.

Related-party flow (the governance finding). The controlling families sit on both sides of a steady stream of real-estate transactions:

Sources: 2025 Annual Report, Continuing connected transactions and Connected transactions; 2026-05-19 announcement.

• Size of the flow. Related-party lease liabilities were €240.5m at 2025-12-31, up from €218.3m (Note 39).
• What the company says about it.
• Independent directors confirm the continuing transactions are on normal commercial terms, and the auditor provides the Listing Rules letter.
• For the New Bond Street review, independent appraisers valued the premises at GBP 4.40–4.41m. Per the announcement, the reviewed rent is below that value until the end of 2027 and in line with it afterwards (paraphrased: the announcement was read in-session but not saved to text, so it is not quoted).
• Directors with an interest abstained. Patrizio Bertelli did not attend.
• Read it for the pattern, not any single deal. None is large against a €10.6bn market cap. The pattern is that family vehicles buy prime buildings the listed company must occupy, then set the rent. Private note: the Via Orobia purchase moves €66.6m from the listed company to the majority owner's personal vehicle, for a building whose stated use is "subject to further assessment".

Shelf / buyback / issuance on file:

• No buyback authority used, no treasury shares, no issuance (H1 2026 announcement, Purchase, Sale, or Redemption). Absence in the documents read is not proof none exists; the AGM circular of 2026-04-01 was not read.
• Nothing hangs over the float from the company side. The overhang is the 80% block itself: any sale by Prada Holding would be the largest supply event possible, and the change-of-control clause means the family is contractually tied to keep more than 50%.

Auditor. KPMG S.p.A. since the 2025 AGM, for FY2025–FY2027. It replaced Deloitte & Touche S.p.A. after 22 consecutive years:

"At the 2025 AGM, the shareholders approved the appointment of KPMG S.p.A. as the Independent Auditor of the Company for the three financial years ending December 31, 2025 to December 31, 2027" — 2025 Annual Report, Corporate Governance Report, Independent Auditor

A mandatory rotation under Italian law [background]. FY2025 is KPMG's first audit, which is also the year of the Versace purchase-price allocation.

Who is on the other side: a founding family holding 80% with a financing covenant keeping it above 50%. A 20% float trades about HKD 57m a day (ROIC; see the cluster file's liquidity caveat), and the stock has no Milan line. Management would not discuss one.

§5 — S8 Valuation & sizing (model; buy price and size ⏳ OPEN (user))

Today (HKD 37.38, 2026-09-22 = €4.163):

LTM EPS = FY2025 0.333 − H1 2025 0.151 + H1 2026 0.128. LTM EBIT Adjusted = 1,323.6 − 618.5 + 530.2.

FY2028 model (the horizon in S7). Organic base = FY2025 net revenues less Versace's one month (€5,652m), grown three years at the stated rate. FX is taken as −3% cumulative against 2025. Net financial expense is €160m (including lease interest), tax 27%, and there are 2,558.8m shares.

What the inputs rest on:

• The organic margin of 23% is FY2025's 23.2% with Versace excluded, which the company describes as steady.
• The bear case's 20% is between FY2023 (22.5%) and FY2022 (18.5%).
• Versace's bear-case loss is 2025's guided "not dissimilar" level, taken from Citi's reading of about €80–90m. That reading was not confirmed by the company, which said on the call that the H1 loss was far less than half of €90m (paraphrased).
• The multiples are assumptions: bear ≈ today's FY2025 multiple less a de-rating, base about today's LTM plus 1.6 turns, bull a return toward sector multiples [background].
• Dividends of ~€0.17 a year (~4%) are not in the values.
• The base case sits at the UBS target of HK$50 [search-summary]. That is a coincidence of inputs, not a calibration.

Read the table the way S7 does: the bear case is where EPS stays at H1 2026's run-rate and the multiple does not move. Today's price already pays about 11x the bear-case EPS.

Proposed buy price ⏳ OPEN (user): at or below ~12x LTM EPS, i.e. ≈ €3.72 ≈ HKD 33.4 on today's €0.310. Condition: Prada-brand retail growth at constant FX still positive in the latest print. Or at today's price if the Q3 2026 update shows Prada-brand growth holding at or above +5% and Miu Miu positive (the S9 trigger).

Proposed size ⏳ OPEN (user): liquidity is the constraint.

• ADV of HKD 57m (~USD 7.3m) means a USD 5m position takes about four sessions at 20% participation.
• The float is 20% and the controlling block could move the stock on any sale.
• Size as a thin-float, family-controlled line: start small, and add only on the S9 trigger.

§6 — S9 Monitoring

• Next scheduled release: Q3 2026 revenue update, expected ~late October 2026. This is DERIVED from cadence, not a calendar: Q3 2025 revenues were released 2025-10-23 after a board-meeting notice on 2025-10-09 (eu_data filings 30119037, 30119038). Watch for the 2026 board-meeting notice in early-to-mid October.
• FY2026 results: early March 2027. FY2025 results came out 2026-03-05, and the eu_data companies_next_annual_report_retrieve window for the annual report is 2027-03-28 → 2027-04-23.
• Filing feed: eu_data REALTIME ingestion for company id 50262. The H1 2026 announcement, the Q2 transcript and the interim report all arrived as REALTIME. Tier 0 does not cover this name; it sweeps EDGAR only.
• Leading indicator between prints:
• Miu Miu's store-level traffic and the new leather-goods line's sell-through (product test, S6).
• The Chinese nationality cluster, which the CFO reports each quarter (up double digits in Q2).
• Second: any HKEX connected-transaction announcement (another family property deal), and any Milan prosecutors' action naming Prada or Versace.
• Trigger that converts it to a buy: the Q3 2026 update shows Prada-brand retail at or above +5% at constant FX and Miu Miu positive, with the FY2026 Versace loss guidance unchanged, while the price is at or below ~13x LTM EPS (≈ HKD 36). Or the price reaches ~12x LTM (≈ HKD 33) with Prada-brand growth still positive.
• Trigger that kills it: any of the kill criteria in the cluster file §5 and the scorecard.