[Form 3] Capri Holdings Limited Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Capri Holdings Ltd. (CPRI) filed a Form 3 disclosing the initial beneficial ownership of its newly appointed Interim CFO, Rajal Mehta. Mehta directly owns 10,741 ordinary shares.

In addition, she holds four tranches of restricted share units (RSUs) totaling 45,843 underlying shares: 2,716 granted 6/15/2023, 4,687 granted 6/17/2024, 9,704 granted 1/02/2025, and 28,736 granted 6/16/2025. These RSUs vest annually in either 25% or one-third increments between 2024 and 2028, subject to continued employment or qualifying separation events. The RSUs carry a $0 exercise price and do not expire.

This routine filing signals equity alignment for the new finance chief but does not, by itself, alter Capri’s financial outlook.

Positive

• Equity alignment: Interim CFO holds 10,741 shares and 45,843 RSUs, reinforcing management-shareholder alignment.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine Form 3; shows CFO Mehta owns 10.7k shares and 45.8k RSUs—good alignment but immaterial to valuation.

The filing establishes Rajal Mehta’s initial insider stake following her appointment as Interim CFO. Direct ownership is modest, but the sizeable RSU package incentivizes long-term performance through multi-year vesting. No purchase of shares occurred—these awards stem from Capri’s Omnibus Incentive Plan. Because total shares represent far less than 1 % of Capri’s ~115 million shares outstanding, market impact is negligible. Nevertheless, investors may view equity-based compensation as positive governance, aligning executive and shareholder interests.

Equity Research Analyst

TL;DR: Neutral event; confirms insider alignment, no immediate financial or strategic implications.

Form 3 filings rarely move stock prices unless they reveal sizable ownership shifts. Here, direct holdings plus RSUs equal roughly 0.05 % of the float—too small to affect supply-demand dynamics. Vesting schedules (2024-2028) tie Mehta to Capri during a period of cost rationalization and brand integration. No cash outlay or exercise price means limited downside risk for the executive. Absent buying or selling, the disclosure is informational rather than market-moving.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mehta Rajal

(Last) (First) (Middle)

90 WHITFIELD STREET, 2ND FLOOR

(Street)

LONDON W1T 4EZ

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2025

3. Issuer Name and Ticker or Trading Symbol
Capri Holdings Ltd [ CPRI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary shares, no par value	10,741	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted share units	(1)	(2)	Ordinary shares, no par value	2,716	$0	D
Restricted share units	(3)	(2)	Ordinary shares, no par value	4,687	$0	D
Restricted share units	(4)	(2)	Ordinary shares, no par value	9,704	$0	D
Restricted share units	(5)	(2)	Ordinary shares, no par value	28,736	$0	D

Explanation of Responses:

1. Granted on June 15, 2023 pursuant to the Capri Holdings Limited Omnibus Incentive Plan (as amended and restated, the "Incentive Plan"). The securities underlying the total number of RSUs originally granted will vest 25% each year on June 15, 2024, 2025, 2026 and 2027, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

2. The RSUs do not expire.

3. Granted on June 17, 2024 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted will vest 25% each year on June 17, 2025, 2026, 2027 and 2028, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

4. Granted on January 2, 2025 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted will vest 1/3 each year on January 2, 2026, 2027 and 2028, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

5. Granted on June 16, 2025 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted will vest 1/3 each year on June 16, 2026, 2027 and 2028, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

	/s/ Krista A. McDonough, as Attorney-in-Fact for Rajal Mehta	06/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many Capri Holdings (CPRI) shares does Interim CFO Rajal Mehta own?

She directly owns 10,741 ordinary shares as of 06/20/2025.

What is the total number of RSUs disclosed in the Form 3 for CPRI?

The filing reports 45,843 restricted share units across four grants.

When do the RSUs granted to Rajal Mehta begin vesting?

First vesting dates are June 15 2024 and June 17 2025, with later tranches vesting through 2028.

Do the RSUs for CPRI’s Interim CFO have an exercise price?

No. All RSUs carry a $0 exercise price and do not expire.

Is this Form 3 filing considered material to Capri Holdings’ valuation?

It is generally viewed as routine and not materially impactful to the company’s financial outlook.